St. Helena City Council
November 14, 2023

City of St. Helena
Regular City Council Meeting
Tuesday, November 14, 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 Mayor may reduce the four minute time limit for all speakers in circumstances where a large number of citizens intend to make public comment.

Public comment for 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 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/.

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. ADOPTION OF MINUTES
At the conclusion of ADOPTION OF MINUTES the next item will be PRESENTATIONS AND PUBLIC RECOGNITIONS (taken out of order)

5.1. Consideration and proposed approval of Regular Meeting Minutes of October 24, 2023
Estimated start time: 6:05 p.m.
10-24-2023 Regular City Council - Minutes
9 - 14

6. 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: 6:15 p.m.

6.1. Public Comment.Geoff Ellsworth
Petition - Inspection of the Levee
15 - 29

7. 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.

8. PRESENTATIONS AND PUBLIC RECOGNITIONS

8.1. Dr. Christine Wu, Deputy Director of HHSA - Public Health Officer will provide an update on the current situation as it relates to COVID and what precautions the community could take.

Time certain start: 6:10
St. Helena City Meeting 11.14.2023
31 - 44

9. JOINT CITY COUNCIL AND FINANCING AUTHORITY NEW BUSINESS:

The St. Helena City Council will now convene the meeting as a joint meeting of the City Council and Financing Authority.

9.1. Authorizing a Resolution of the City Council of the City of St.

Helena Approving: (1) installment sale financing to provide longterm financing of wastewater system improvements, and (2) financing documents and related official actions; and
Authorizing a Resolution of the Board of the St. Helena Financing Authority Approving: (1) installment sale financing to provide long-term financing of wastewater system improvements, and (2) financing documents and related official actions.

Estimated start time: 6:25 p.m.

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

The Financing Team recommends the 15-year JP Morgan Chase option and recommends the City Council and the Financing Authority approve the resolutions authorizing the installment sale financing, approve the financing documents and allow staff to take all actions necessary to close the transaction.

Staff Report - Pdf
45 - 110

10.

The joint St. Helena City Council and Financing Authority will now convene the meeting as a regular City Council meeting.

11. STAFF BRIEFING

11.1. Police Department Annual Report
Estimated start time: 6:35 p.m.

CEQA Determination: Not a CEQA project
Prepared By: Chris Hartley, Chief of Police
Recommendation:

None
Staff Report - Pdf
Staff Report - Html
111 - 141

11.2. Visibility Triangle: Education & Enforcement
Estimated start time: 6:45 p.m.

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

Informational/Educational only, no action required.

Staff Report - Pdf
143 - 156

12. 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: 6:55 p.m.

12.1. Receive and File FY 2022-23 Annual AB 1600 Report on Development Impact Fees.

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

Receive and file Annual AB 1600 Development Fee Report for Fiscal Year Ending June 30, 2023.

Staff Report - Pdf
157 - 167

12.2. Consideration and proposed approval of a Resolution (1) Rescinding Resolution 2023-97; (2) Awarding the Pavement Restoration Project to Team Ghilotti Inc. in the amount of $1,687,141.00; (3) Requesting a budget appropriation for project R21-02 of $108,822.42 as the work is included in the contract; (4) Authorizing the City Manager to execute the Construction Contract with Team Ghilotti Inc. in the amount of $1,687,141.00; (5) Authorizing a contingency not to exceed 15% of the total contract; and (6) Determining the project to be exempt from the requirements of the California Environmental Quality Act (CEQA). 169 - 177

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

Approve the attached Resolution.

Staff Report - Pdf

12.3. Quarterly Grant Report for FY 2024 Q1, for the period ending September 30, 2023
CEQA Determination: Not a CEQA project
Prepared By: Martin Beltran, Senior Management Analyst
Recommendation:

Receive and file report.

Staff Report - Pdf
179 - 186

12.4. Proposed adoption of a Resolution (1) Authorizing the City Manager to sign a Grant Agreement (7GF23019), and potential subsequent amendments, with the State of California Department of Forestry and Fire Protection for Volunteer Fire Capacity, with a term that commences on the date of approval through June 30, 2024, in the amount of $17,555.09; 2) Authorizing the City Manager to sign form AD-1048, entitled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transactions".

CEQA Determination: Not a CEQA project
Prepared By: Martin Beltran, Senior Management Analyst
Recommendation:

Adopt the attached Resolution.

Staff Report - Pdf
187 - 198

12.5. Approval of a resolution authorizing execution of Amendment #1 to each of the On-Call Engineering Support Services vendors: Coastland Civil Engineering, West Yost Associates, and Haley Aldrich, Inc. for support of Capital Improvement Program projects.

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

Approve the resolution authorizing the contract amendments.

Staff Report - Pdf
199 - 329

12.6. Consideration of a Resolution Approving a Performance Bonus and an Amended Employment Agreement with City Manager Anil Comelo effective July 26, 2023.

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

Approve the attached resolution.

Staff Report - Pdf
331 - 350

Public Comment.Rich Corsetti

12.7. Authorization of a resolution approving: (1) Professional Services Agreement with West Yost to prepare a Condition Assessment for the Louis Stralla Water Treatment Plant (LSWTP) CIP Project No. W18-111 for a not to exceed cost of $267,428, (2) authorize a budget transfer of $67,428 from Fund 561 Water Operations to Fund 763 Water Capital Improvement, and (3) authorize an increase to the Capital Improvement Project No. W118-111 from $200,000 to $267,428.

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

Approve the resolution and authorize execution of the professional services contract and requested budget amendment.

Staff Report - Pdf
351 - 381

12.8. Consideration and proposed approval of a Resolution supporting Napa Valley Transportation Authority's (NVTA) intention to place a measure on the November 2024 ballot with a Sales Tax
Replacement Measure.

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

Adopt the attached Resolution supporting NVTA intention to request the NVTA Board proceed with a November 2024 ballot measure.

Staff Report - Pdf
383 - 388

13. PUBLIC HEARINGS

13.1. Introduction and first reading of an Ordinance updating Chapter 3.32 related to development impact Fees, and approval of a Resolution adopting updates to the City's Development Impact Fees
Estimated start time: 7:00 p.m.

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

Introduce and waive first reading of an ordinance (Attachment B) amending Title 3 Revenue and Finance, Chapter 3.32 Development Impact Fees related to such fees; and approve a resolution (Attachment C) adopting the findings of the Development Impact Fee Update Study and updating the City's development impact fees.

Staff Report - Pdf
389 - 495

14. OLD BUSINESS
None

15. NEW BUSINESS

15.1. Consideration and Adoption of a Resolution granting an exemption to 497 - 517

the building permit condition of requiring a separate utility connection for the proposed accessory dwelling unit located at 1815 Spring Street.

Estimated start time: 8:50 p.m.

CEQA Determination: Not a CEQA project
Prepared By: Mario Traverso, Project Manager
Recommendation:

Adopt the resolution.

Staff Report - Pdf
Public Comment.Heather Peterson
1815 Spring Utility Exemption_111423 Presentation

15.2. Consideration and Adoption of a Resolution granting an exemption to the building permit condition of requiring a separate utility connection for the proposed accessory dwelling unit located at 1520 Pine Street.

Estimated start time: 9:00 p.m.

CEQA Determination: Not a CEQA project
Prepared By: Mario Traverso, Project Manager
Recommendation:

Adopt the resolution.

Staff Report - Pdf
1520 Pine Utility Exemption_111423 Presentation
519 - 568

16. CITY COUNCIL REPORTS:

16.1. 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

17. ADJOURNMENT
The next Regular City Council meeting is scheduled for November 28, 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 14 Nov 2023.

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.

MINUTES
City of St. Helena
Regular City Council Meeting
Tuesday, October 24, 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 adopt the agenda as presented. The motion was seconded by Council Member Anna Chouteau and on roll call carried by the following vote:

AYES: Mayor 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. APPROVAL OF MINUTES

5.1 Consideration and proposed approval of Regular Meeting Minutes of October 10, 2023.

Council Member Anna Chouteau moved to approve the Regular Meeting Minutes from October 10, 2023. 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 Agenda Item #5.1.

Regular City Council
October 24, 2023
NOES: None
ABSENT: None
ABSTAIN: None
RECUSE: None

6. PUBLIC FORUM:

Pat Dell, Bonnie Schock, Eric Sklar, Grace Kistner, Citizen on behalf of Sarah Bertolli, addressed the City Council.

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

City Attorney Ethan Walsh reported there was no reportable action on either item from the Special City Council Closed session meeting.

Councilmember Hardy asked that a levy report be added as a future agenda item, Mayor Dohring agreed.

8. PRESENTATIONS AND PUBLIC RECOGNITIONS

8.1 November Cancer Awareness Month Proclamation

9. STAFF BRIEFING

9.1 Public Works Director Joseph Leach to provide an update on a variety of traffic control measures.

10. 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)

10.1 Establishment of an ad hoc Water/Wastewater Exploratory Committee CEQA Determination: Not a CEQA project
Recommendation:

Adopt the attached Resolution and seek applicants.

10.2 Fiscal Year 2023-24 First Quarter Finance Report.

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

Receive and file.

10.3 Consideration and proposed approval of a resolution declaring Laserfiche as a Trusted System for the management and retention of records Agenda Item #5.1.

Regular City Council
October 24, 2023
CEQA Determination: Not a CEQA project
Prepared By: Cindy Tzafopoulos, City Clerk
Recommendation:

It is recommended by the City Clerk’s Office that the Council, by resolution, declare Laserfiche as a Trusted System for the management of official City records and the automation of record retention requirements.

10.4 September 2023 Review and Forecasting of City Water Supply Availability CEQA Determination: Not a CEQA project
Prepared By: Ian Dale, Environmental Services Tech
Recommendation:

Receive and File.

10.5 Approval of a Resolution ratifying known additional expenditures in an amount of $54,326 related to Resolution 2023-106 Public Emergency for Remediation of Discolored Water and authorizing use of Water Operations Fund balance for the repairs.

CEQA Determination: Not a CEQA project
Prepared By: Joseph Leach, Public Works Director and City Engineer, Lesley Milton, Asst. to the City Manager
Recommendation:

Approve the Attached Resolution

10.6 Second reading and proposed adoption of an ordinance amending Title 17 (Zoning) of the St. Helena Municipal Code and Amending the Zoning Map to be consistent with the General Plan and Expand the Historic Preservation (HP) Overlay Zone.

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

Prepared By: Maya DeRosa, Community Development Director Recommendation:

It is recommended that the City Council waive second reading and and adopt the ordinance (Attachment 10) (a) amending Title 17 (Zoning) of the St. Helena Code (ZOA 2023-001); (b) approving the amendments to the zoning map and finding them to be consistent with the General Plan land use map (ZMA 2023- 001); and (c) approving the amendments to the zoning map implementing an expanded Historic Preservation Overlay District (ZMA 2023-001) Council Member Lester Hardy moved to adopt consent as presented. The motion was seconded by Vice Mayor Eric Hall and on roll call carried by the following vote:

Agenda Item #5.1.

Regular City Council
October 24, 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

11. PUBLIC HEARINGS

11.1 First Reading to consider an update to the City’s Development Impact Fees, adoption of a Development Impact Fee Update Study, and updates to the City’s Ordinances Title 3 Revenue and Finance, Chapter 3.32 Development Impact Fees related to such fees.
(This item is continued to the November 14, 2023 regular City Council meeting)

11.2 Proposed Adoption of a Comprehensive User Fee Study Report and Resolution Adopting a Comprehensive Master Fee Schedule Establishing and Amending Certain User Fees for City Services.

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

Adopt the Comprehensive User Fee Study Report and approve the attached resolution amending the Master Fee Schedule.

Yosselyn Valencia, Finance Manager introduced the item.

Tony Thrasher, Willdan Consultant reported on this item.

No public comment was received.

Vice Mayor Eric Hall moved to amend the motion to include an amendment to monitor the comprehensive user fee report and keep it up to date. Council Member Hardy agreed with the amendment. 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

12. OLD BUSINESS
Agenda Item #5.1.

Regular City Council
October 24, 2023
None

13. NEW BUSINESS
None

14. CITY COUNCIL REPORTS:

14.1 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

15. ADJOURNMENT
Mayor Dohring adjourned the meeting at 7:08 p.m.

APPROVED: ATTEST:

Agenda Item #5.1.

Regular City Council
October 24, 2023
______________________________
Paul Jamison Dohring, Mayor
_________________________
Cindy Tzafopoulos, City Clerk
Agenda Item #5.1.

1 Cindy Tzafopoulos
From: Geoff Ellsworth <[email protected]>
Sent: Thursday, November 9, 2023 11:13 AM
To: Cindy Tzafopoulos; Anil Comelo
Subject: [External] ST. HELENA - NAPA VALLEY, CA - NEWSOM AND PELOSI HAVE OBLIGATION TO

CONSIDER PROBLEMATIC CLOVER FLAT LANDFILL - FIRES, CONTAMINATION, SOCIAL JUSTICE

To St. Helena Mayor Dohring, City Manager Comelo, and City Attorney Walsh and St. Helena City Staff - please include this email in public comment for next City Council agenda. Thank you.

Please see new documentary episode and media statement below related to Clover Flat Landfill and Upper Valley Disposal Service.

NEW - EPISODE 5 of Garbage and Greed: Trashed in the Napa Valley ߉߈߇߆ Click link and scroll to Episode 5
In 2020 the Glass Fire wildfire burned through the upper Napa Valley, California and burned significant portions of the Clover Flat Landfill facility.

These are the stories of some of the Latino workers of Clover Flat Landfill and Upper Valley Disposal Service of their experiences working for the company during the Glass Fire.

General 3 — GARBAGE & GREED: TRASHED IN NAPA VALLEY
Is there really not one staff member or elected official in St. Helena or Napa County with the ethical constitution to address the public health/safety issues and large scale issue of civil rights abuse, discrimination and systemic/institutional racism in Napa County occurring with Upper Valley Disposal Service and Clover Flat Landfill? Is this really the legacy you want for St. Helena and yourselves with a company you continue to contract with?
The recent sale of the company to Waste Connections has not addressed many of the concerns related to public health/safety, management problems or accountability.

UVDS/Clover Flat Landfill employee complaints have now gone to OSHA, CalEPA, the Mexican Consulate, the Ca. Dept of Civil Rights and other relevant state and federal level agencies related to day-to-day mistreatment of employees, discrimination and workplace safety concerns, as well as impacts from fires and contamination, including the Glass Fire of 2020 and misreporting by UVDS (the company you contract with) of that incident to state level agencies.

Agenda Item #6.1.

2 The growing regional discussion related to lack of hazard pay and disaster insurance for farmworkers/ag workers will merge with this deplorable treatment of Latino landfill and waste workers in Napa County by this company that the City of St. Helena continues to stand by without question.

This will catch up to St. Helena - you should be on the right side of it now.

How you can continue to look the community you serve in the eyes, including with over 50% of the students in our public schools of Latino background while turning a blind eye to this blatant racial injustice is beyond reprehensible and does not align with the basic tenets of governance or human decency in the city, state or country.

This material is also being provided to local school leadership and the community for their deep consideration.

Your continued silence and disengagement on this issue implies consent to this indefensible and unacceptable situation.

Geoff Ellsworth
Former Mayor of St. Helena
2018-2022
---------
Media Intro:

I wanted to make you aware of information going out this week regarding concerns related to Upper Valley Disposal Service/Clover Flat Landfill (now owned by Waste Connections) in upper Napa County, Ca, particularly related to worker impacts from the Glass Fire wildfire of 2020 impacts on Clover Flat Landfill, and on a day-to-day basis, as seen in this new short documentary episode of Garbage and Greed: Trashed in Napa Valley.

Included below is an accompanying media piece for additional context. The written piece is more extensive than a standard press release, but I believe important to more fully frame the situation for in-depth reporting and consideration, including that Governor Newsom and Congresswoman Pelosi have an obligation to consider this matter due to their long term involvement and investment in the upper Napa Valley, where this has been the sole garbage/waste collection company for the past 60 years and operating on exclusive local government contracts from St. Helena, Yountville, Calistoga and the County of Napa.

More long-term workers from UVDS are bringing complaints forward to OSHA, the EPA, the Ca. Civil Rights Dept., the Mexican Consulate and other relevant public agencies with the intent to bring better protections in the future for these workers, their families and the Napa County community.

Next steps will include more coverage of these complaints in this documentary series.

Agenda Item #6.1.

3 An aspect I believe should be considered in this is that while each of the many oversight agencies involved here may have a specific purview of oversight in a situation such as this, it is the social justice policies of each agency that provide the administrative tools for a comprehensive look at this very unfortunate situation.

Best, Geoff Ellsworth - 323-691-9621
Former St. Helena Mayor
2018-2022
FOR MEDIA:

Napa County, California ‐ Clover Flat Landfill ‐ Fire and Contamination Concerns for Latino Workforce ‐ Governor Newsom and Congresswoman Pelosi have an obligation to consider.

The City of St. Helena in Napa County has been exclusively contracted to use Upper Valley Disposal Service/Clover Flat Landfill for waste/garbage services for the previous 60 years with no competitive bidding.

Upper Valley Disposal Service/Clover Flat Landfill (UVDS/CFL) in the Upper Napa Valley, California has a history of dozens of fires, large scale contamination events, and other significant and concerning incidents including employees exposed to unregulated radioactivity and an employee death. Recently, many current and former employees have filed official complaints alleging workplace safety issues and concerns of discrimination towards the primarily Latino workforce.

Because Ca. Governor Gavin Newsom and former Speaker of the House Congresswoman Nancy Pelosi each have a significant long term presence and involvement in the Upper Napa Valley, I believe they have an obligation to be fully informed on these matters, and to weigh in.

While it has been suggested Governor Newsom and Former Speaker Pelosi have only a tangential connection to the problematic issues at UVDS/CFL, due to their significant level of involvement in the upper Napa Valley I would have to respectfully disagree.

To be clear, I am a progressive Democrat and in many cases my agenda aligns with those of Governor Newsom and Congressperson Pelosi, however the large scale issues of public health and safety in these matters transcend all political lines.

In this case the concerning incidents regarding this landfill garbage company seem wholly inconsistent with the agendas of Governor Newsom and former Speaker Pelosi, including large scale wildfire safety concerns and potentially discriminatory practices towards the primarily Latino workforce, which is why I brought these incidents to the attention of their offices on numerous occasions, as well as to the offices of many other public officials in the Napa County area.

Agenda Item #6.1.

4 The complaints have been registered with the Napa County District Attorney, the EPA, OSHA, CalFire, the Ca. Regional Water Board, the US Dept. of Justice and other public agencies.

As mayor of St. Helena, California from 2018-2022 in the center of the upper Napa Valley, I viewed the health and safety risks existing at Clover Flat Landfill/Upper Valley Disposal Service as a matter of significant concern to all of my constituents and our neighbors in the upper Napa Valley and beyond.

The upper Napa Valley is a very small geographic region, roughly just 1 to 5 miles wide by 20 miles long from Calistoga to Yountville where everyone, no matter their political affiliations or business considerations, has a community obligation in protecting the health, safety and economic interests of neighbors, co-investors, and all who live, visit, and work here, including related to wildfire.

The involvement in upper Napa Valley of Gov. Newsom and former Speaker Pelosi, extends back decades - they are not just staying at a resort in the upper Napa Valley for a few days a year but rather they have been heavily invested for many years in wineries, resorts, residences and political fundraising in the upper Napa Valley; their own holdings and those of the establishments they patronize all are serviced by this one problematic monopoly garbage company - Upper Valley Disposal Service/Clover Flat Landfill.

I also believe trade groups such as the Napa Valley Vintners, Napa County Farm Bureau and other wine industry and trade organizations, as well as local public agencies have an obligation to fully consider all evidence in this matter, particularly related to fire/smoke risk, contamination risk and concerns of racial discrimination.

These contamination and fire hazard issues have been covered in various regional and national media, including USA Today, the Guardian, CBS Bay Area News, Fox Business News, the Santa Rosa Press Democrat and the Napa Valley Register.

Because of the large scale human health and safety factors, concerns regarding potential discrimination and large scale economic risks of contamination, smoke and fire to the tens of thousands of residents of the upper Napa Valley, as well as the multi-billion dollar Napa Valley wine and tourism industries, I have also made information about the problems with Clover Flat Landfill and the UVDS Whitehall Lane site available to the Wall Street Journal, Politico, the New York Times, the LA Times, the San Francisco Chronicle, the Sacramento Bee, and numerous other news agencies and periodicals, as well as public agencies, government officials and politicians at levels ranging from local and regional to California state and federal levels.

In late 2022/early 2023 UVDS/CFL was sold to Waste Connections, which operates waste facilities across the country, and says it focuses on rural and suburban communities. These no bid contracts were unanimously transferred over to the new company by a local Joint Powers Authority - the Upper Valley Waste Management Agency, with no public discussion or consideration of the public's concern. I had Agenda Item #6.1.

5 hoped the change in ownership would bring a more safety conscious and equitable management to UVDS/CFL.

Thus far the new company has been unwilling to acknowledge many of the concerns brought forward on the fire and environmental issues, and has rejected accountability to the workforce and community for past impacts. Now it is threatening legal action against me if I continue to voice concerns.

This will not dissuade me from continuing to voice my concerns, including the fact Waste Connections has retained Christy Pestoni from the prior ownership/management as Director of Government and Environmental affairs for UVDS/CFL. Ms. Pestoni has been a central decision maker in the long term problematic aspects of the company.

I remain hopeful that Waste Connections will come to understand they may not have fully understood the full scope of the problematic operations they acquired with UVDS/CFL and once they do will show a willingness to resolve the problems.

The history of the company over the previous decade includes dozens of fires, a horrendous employee death, the long term storage of unregulated radioactive waste, a chemical explosion, contamination of a primary water/irrigation source for the Napa Valley wine/agricultural industry, unpublicized large scale increases of fire prone out-of-county waste brought into Clover Flat Landfill, and efforts to obscure the toxic impacts of the Glass Fire wildfire burning of the Clover Flat Landfill facility in 2020.

In early 2023 the Ca. Regional Water Quality Control Board levied a $614,000 fine against UVDS/CFL involving contamination incidents related to closure of a portion of the Napa River that serves as a community water resource and directly irrigates many Napa Valley grape vineyards.

It should be noted that Napa Valley agricultural lands are amongst the highest valued agricultural lands in the United States, thus economic as well as health/safety aspects must be considered regarding any significant contamination incident involving the Napa River.

In 2019/2020 the EPA and San Francisco Regional Water Quality Control Board required PFAS testing at Clover Flat Landfill and the associated Golder Report sampling report stated "PFAS were detected in all groundwater, leachate, and leachate/condensate samples collected."
PFAS are "forever chemicals" negatively impactful to human health and associated with incidents such as large-scale shut down of agricultural fields in Maine in the past few years.

Leachate is contaminated garbage wastewater.

Video evidence has recently come forward of waste-based compost at the Upper Valley Disposal Service Whitehall Lane site just south of St. Helena sold as "organic compost", but being treated/moisturized with contaminate, untreated leachate waste pond water.

This is waste water infused with heavy chemicals to obscure odor issues.

Agenda Item #6.1.

6 Not only does Clover Flat Landfill/UVDS pose a large scale risk of contaminating the Napa Valley, with associated health and economic risks, but the garbage/waste also creates significant fire and toxic smoke risk from volatile waste related fuel loads processed at Clover Flat Landfill, located in a recognized Cal Fire high wildfire risk area.

It is important to understand that landfills are not just dirt covering garbage, but large scale, fire prone methane processing facilities with vulnerable infrastructure and vulnerable employees – and very little margin for error, particularly if located in high wind, high wildfire risk areas such as Clover Flat Landfill with limited ingress/egress.

Organic garbage waste, as it degrades, produces methane, a highly flammable explosive landfill gas. The landfill thus also poses a risk of starting and/or spreading wildfires which are increasingly common and increasingly uncontrollable in this era of climate disruption.

In 2020 the Glass Fire wildfire, a significant northern California wildfire, burned considerable portions of the Clover Flat Landfill site, including its methane and leachate systems, as well as paint and oil storage areas.

UVDS management apparently sought to hide that fact from the public, quickly removing or attempting to obscure evidence that the site had burned, as well as providing inaccurate messaging to the local newspaper, the St. Helena Star/Napa Register, that the landfill was untouched by the Glass Fire.

Such messaging failed to acknowledge to employees or the community at large that the burning landfill was releasing toxic smoke and other discharges from the burning landfill.

The CFL Management’s effort to conceal evidence of the Glass Fire burning Clover Flat Landfill also put their workers at risk. According to workers at CFL, the Management, including Christy Pestoni, directed UVDS/CFL’s almost exclusively Latino workforce to put out continuing log fires with untreated leachate garbage wastewater, to cut down and grind burned trees and logs in precarious locations with a rented wood chipper, and to conceal evidence of the burned area with wood chips, creating further fire/smoke hazards.

The deployed workers say they were not provided proper protective or respiratory gear and were not trained in fire fighting protocol or management of hazardous materials/smokes/vapors related to a burning landfill, in a situation that should have required certified HazMat involvement.

Workers at CFL contend that for years UVDS has directed its employees to suppress onsite fires with untreated leachate garbage wastewater without adequate respiratory gear, an unthinkable practice which could have significant long term respiratory impacts due to the associated smokes and vapors of such a practice.

Over the course of its 60-year operation, CFL has accrued a long litany of violations related to contamination and fires, as well as many lawsuits brought against them by employees, community members and environmental organizations.

Agenda Item #6.1.

7 The risks arising from the location of the Clover Flat Landfill and its mismanagement call to mind the circumstances that led to the Johnstown Flood disaster in Pennsylvania in 1889.

The city of Johnstown was located in a valley with a dam located above the level of the town in the hills at the top of the valley. The structural integrity of the dam had been compromised for the benefit of a private fishing club that had national level political sway through its connection to the Pittsburgh, PA area steel industry. In 1889 the dam gave way flooding the valley of 30,000 people.

As previously noted, the location of the Clover Flat Landfill on the side of a mountain at the top of the long upper Napa Valley creates a heightened risk that contaminants from the site and or associated fire risks, will impact the valley residents and visitors, and the residential, commercial and agricultural properties below the landfill.

UVDS/CFL ownership has long been influential in regional and state level politics, to the point where the problems and risks are not being fully considered. The Pestoni family, the former long term owners of UVDS/CFL and the associated Pestoni Family Winery, have supported and donated heavily to many local, state and national level political campaigns, including those of Ca. State Treasurer Fiona Ma, current Ca. State Assembly Speaker Pro Tempore Cecelia Aguiar-Curry, and other federal and state level elected officials such as US Representative Mike Thompson and Ca. State Senator Bill Dodd, both from the Napa Valley area, as well as US Senator Alex Padilia, and Napa County Sheriff Oscar Ortiz. UVDS’ political connections likely have been a factor in the willingness of the local Joint Powers Authority to grant UVDS/CFL their long-term exclusive contracts without any competitive bidding.

The new owner, Waste Connections, has kept Pestoni family members on in high level management positions, perhaps in part to benefit from the prominence of the Pestoni family name in Napa County civic affairs and their relationship with powerful politicians.

With public contacts such as these given to a private company, there remains a responsibility to the very public that awards them such entitlements. Given the long term lack of transparency and misleading public statements and reports that came from UVSD/CFL when it was owned by the Pestoni family, it is not unreasonable to assume that Waste Connections may not understand the full scope of problematic operations they were purchasing and inheriting.

Ultimately, I believe facts bear out that both the Clover Flat Landfill and the UVDS Whitehall Lane waste site just south of St. Helena are wholly inappropriate locations for large scale waste processing and should be decommissioned with operations transferred to more fire safe, less environmentally/community sensitive locations, using Superfund (CERCLA - Comprehensive Environmental Response, Compensation, and Liability Act) processes if necessary.

It is also important for Waste Connections to consider significant restitution for employees and community members impacted by mismanagement of UVDS/CFL over time, and for processes to be put in place for the health needs of employees and community members impacted over time by that mismanagement.

Agenda Item #6.1.

8 The decommissioning of the waste sites should occur in conjunction with deeper investigation and financial auditing related to the UVDS/CFL Glass Fire response in 2020 as well as day to day operations, including transportation protocols for radioactive materials on local, state and federal roadways. Auditing should also address matters of UVDS/CFL insurance and employee retirement packages.

Both Governor Newsom and Representative Pelosi have long-standing deep relations with the upper Napa Valley extending back for decades. They are heavily invested in wineries, resorts, and residences in the upper Napa Valley, all of which are serviced by this one problematic monopoly garbage company. Their own investments are threatened if the mismanagement at Clover Flat Landfill were to result in major water, air, or smoke contamination of the valley.

Because of their long term involvement in the upper Napa Valley and what I believe to be the values associated with their political platforms, perhaps they more than anyone have a responsibility to assess and consider positive solutions to address the situation at Upper Valley Disposal Service/Clover Flat Landfill.

Were Governor Newsom and Representative Pelosi to publicly support the need for improved management and accountability of UVDS/CFL, such visible public action could free local officials and regulatory agencies from the fear that UVDS/CFL is too politically connected to be properly regulated and managed.

And despite differences that occur between political party affiliations, I believe most of us share many of the same basic values with respect to issues such as community and worker health and safety, wildfire prevention, and protection of water sources.

As a private citizen I intend to continue my efforts to raise awareness at the local, state and federal levels, including with OSHA, the EPA and the US Dept. of Justice, about the significant problems associated with Upper Valley Disposal Service/Clover Flat Landfill.

I invite Governor Newsom and Congressperson Pelosi to join me in understanding and confronting these problems in a positive manner.

Geoff Ellsworth
Geoff Ellsworth was the mayor of St. Helena/Napa County, California from 2018-2022.

Agenda Item #6.1.

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Agenda Item #6.1.

COVID-19 AND OTHER WINTER

RESPIRATORY DISEASES UPDATE
1 St. Helena City County Meeting
November 14, 2023
Christine Wu, MD MPH
Public Health Officer
Deputy Director of HHSA
Agenda Item #8.1.

COVID-19
Agenda Item #8.1.

WASTEWATER SURVEILLANCE
3 Agenda Item #8.1.

WEEKLY OUTBREAK SURVEILLANCE
4 • Currently 5 congregate facilities
meet our outbreak definition (at least 3
cases that are epidemiologically linked)
• Additional 8 congregate facilities
being monitored
• No other settings, including schools,
with outbreaks
Agenda Item #8.1.

HOSPITALIZATION & DEATH TRENDS
Agenda Item #8.1.

DEMOGRAPHICS OF DISEASE SEVERITY
6 Agenda Item #8.1.

INFLUENZA AND RSV
Agenda Item #8.1.

CDPH INFLUENZA (FLU), RSV, AND OTHER RESPIRATORY
VIRUSES WEEKLY REPORT (OCT 29-NOV 4, 2023)
8 CDPH Influenza (Flu), RSV, and Other Respiratory Viruses Report Agenda Item #8.1.

RSV TESTING POSITIVITY IN CA
9 Agenda Item #8.1.

RSV IN NAPA WASTEWATER
10 Agenda Item #8.1.

FLU TESTING POSITIVITY IN CA
Agenda Item #8.1.

INFLUENZA A WASTEWATER SURVEILLANCE
http://publichealth.verily.com/#Napa,%20CA:SARS-CoV-2
Agenda Item #8.1.

COVID-19 VACCINE
• Recommended for everyone ages 6 months
• The most effective tool we have for reducing death, hospitalization, and severe disease from COVID-19
• Targets the Omicron XBB variant
• Remains free for everyone
• Those with insurance- get through healthcare provider, commercial pharmacy or for KP members →Kaiser
• Those without insurance- eligible through Napa county clinics, commercial pharmacies, community clinics

PREVENTIVE MEASURES
Agenda Item #8.1.

PREVENTIVE MEASURES
❖ Stay up-to-date on vaccination
recommendations
• Annual Flu
• COVID-19
• RSV (for 60+)
• Tdap
❖ Vaccines during pregnancy
• Annual Flu & new COVID-19
• RSV (from week 32 to week 36)
• Tdap (from week 27 to 36)
❖ Stay home if sick or wear a mask
if you must go out.
❖ Test yourself for COVID-19 or schedule
testing at a commercial pharmacy
• Call your doctor’s office for medical advice
or if you test positive to get Paxlovid Rx
❖ Continue with hand hygiene and
cough etiquette recommendations
• Pneumococcal
• Shingles
Agenda Item #8.1.

Agenda Report to the City Council
Agenda Section: NEW BUSINESS
Department: Finance
DATE: November 14, 2023
FROM: Mandy Kellogg, Administrative Services Director
SUBJECT: Authorizing a Resolution of the City Council of the City of St. Helena Approving: (1) installment sale financing to provide long-term financing of wastewater system
improvements, and (2) financing documents and related
official actions; and
Authorizing a Resolution of the Board of the St. Helena Financing Authority Approving: (1) installment sale
financing to provide long-term financing of wastewater
system improvements, and (2) financing documents and
related official actions.

RECOMMENDED
ACTION:

The Financing Team recommends the 15-year JP Morgan
Chase option and recommends the City Council and the
Financing Authority approve the resolutions authorizing the installment sale financing, approve the financing
documents and allow staff to take all actions necessary to close the transaction.

PREVIOUS COUNCIL
ACTION:

October 10, 2023 - Authorized hiring of professionals for a wastewater financing transaction.

STATEMENT OF THE
PURPOSE:

The purpose is to receive City Council authorization to proceed with an installment sale financing to provide longterm financing of wastewater improvements.

FINANCIAL IMPACT: If approved the FY 2023-24 Fiscal Impact will be $101,390 for the cost of issuance to the Fund 571 Wastewater
Operations, leaving the estimated Net Position at 23%.

BACKGROUND:

City staff is proposing the issuance of a $2.975 million direct placement to JP Morgan Chase Bank in the form of an Installment Sale Agreement (the “2023 Sewer Bond”).

The 2023 Sewer Bond would assist the City in funding the final stages of construction of Project S-52 Wastewater Treatment Plant Upgrades. Prior to the recent Proposition 218 process, the City was intending to do internal loans from both the Traffic Impact Fee Fund, in the amount of $873,610, and the General Fund, in the amount of $2,000,000, to provide funding to complete the project. It is now possible for the City’s Sewer Enterprise Fund to repay the proposed 2023 Sewer Bond directly without the need for internal loans.

Agenda Item #9.1.

The City currently has the following obligations outstanding in the Sewer Enterprise Fund:

California Statewide Communities Development Authority
Water and Wastewater Revenue Bonds (Pooled Financing Program) Series 2005B
Principal Payments: October 1, 2023 to October 1, 2030
Remaining Amount: $840,000
Interest Rates: 4.30% to 4.375% (2023 to 2030)
Purpose: Funded $2,104,000 of Sewer System Improvements ______________________________________________________________________ California Statewide Communities Development Authority
Water and Wastewater Revenue Bonds
Series 2012
Principal Payments: October 1, 2023 to October 1, 2032
Remaining Amount: $841,305
Interest Rates: 3.00% to 4.00% (2023 to 2032)
Purpose: Funded Approximately $1,555,435 of Sewer System Improvements
______________________________________________________________________ City of St. Helena
2022 Installment Sale Agreement
Principal Payment: April 1, 2025
Remaining Amount: $9,362,000
Interest Rates: Variable (SOFR), Currently 4.798% (5.31% * 80% + 55bp)
Purpose:

Funded $9,362,000 of Wastewater Treatment Plant
Improvements (To Be Repaid from Proceeds of USDA
Loan After Project Completion)
______________________________________________________________________ The proposed 2023 Sewer Bond would be on parity (equal right to the net revenue of the system) with the above listed outstanding obligations.

On October 10, 2023, the City Council approved a resolution authorizing hiring of professionals for a wastewater financing transaction, collectively with City Staff, (the “Financing Team”).

Municipal Advisor: Del Rio Advisors, LLC
Placement Agent: Brandis Tallman, a Division of Oppenheimer & Co. Inc.

Agenda Item #9.1.

Bond Counsel: Jones Hall
This is the same Financing Team that completed a refunding of bonds for the City’s Water Enterprise Fund in 2019 and worked on the interim financing for the City’s Wastewater Treatment Plant in 2022 that will be taken out by proceeds of a USDA loan upon completion of construction.

The Financing Team prepared a Request for Proposals (the “RFP”) which described the transaction in detail and provided all the required documents for the lender to make an informed decision. On Thursday October 12th, the RFP was distributed to 19 different banks that work in the direct placement market. On Friday October 27th, the Placement Agent received 6 responses. On Monday October 30th, the Financing Team reviewed the responses and recommended the JP Morgan Chase 15-year option as the preferred choice.

DISCUSSION:

Unless necessary, it is not a favorable practice to make internal loans across unrelated funds. Internal loans can be difficult to maintain since the lending fund may need the dollars it has otherwise lent to another fund. The purpose for issuing the 2023 Sewer Bond is to avoid internal loans by issuing a direct placement to JP Morgan Chase Bank.

The 2023 Sewer Bond would be an obligation of the City’s Sewer Enterprise Fund with a pledge of net revenue of the City’s system on parity with the other obligations listed earlier. The item tonight seeks to approve the transaction and allows staff to take all the necessary steps to close the transaction. On the next page is a summary of the RFP responses:

Agenda Item #9.1.

CA Bank
and
Trust
Capital
One
Flagstar
Public
Funding
JP Morgan
Chase
Bank
Webster
Bank
Western
Alliance
Interest Rates
15yr
20yr

5.57%

5.69%

5.29%

5.37%

5.23%
n/a
No Call

4.26%
Callable

5.02% (*)
n/a

5.06%

5.26%

5.88%

6.05%
Rate Lock
Upon
Credit
Approval
Rate
Locked
Through
Nov.
29th
30 Days
Prior to
Closing
Locked
Upon
Acceptance
of RFP (*)
Rate
Locked
Through
Dec. 8th
Two
Weeks
Prior to
Closing
Prepayment
15yr any
time at
100%
________
20yr: any
time at
100%
15yr:
any date
after
10/1/31
@ 100%
_______
20yr:
any date
after
10/1/33
at 100%
15yr:
10/1/28
@
101.5%
DTP
4/1/32
________
Other:
par call
any time
after
10/1/24
for $25k
fee
15yr
Callable
Option: any
date on or
after 4/1/27
@ 100%
________
n/a
15yr:
4/1/32 @
102%
DTP
4/1/34
_______
20yr:
4/1/32 @
102%,
4/1/33 @
102%
4/1/34 @
101%,
par
thereafter
15yr: on
or
before
10/1/28
@
103%,
DTP
10/1/30
_______
20yr: on
or
before
10/1/31
@103%,
DTP
10/1/33
Bank Counsel
Fee n/a n/a n/a $10k n/a $15k
Rate
Covenant/ABT 1.25x 1.20x 1.20x 125x 1.20x 1.20x
(*) The Financing Team expects to lock the interest rate on November 15th upon review and approval by the City Council / Authority on November 14th.

The Financing Team gave due consideration to both the JP Morgan Chase Bank 15- year option and the Webster Bank 20-year option. JP Morgan Chase Bank provided the lowest interest rate on the 15-year amortization, at 5.02%, and provided the shortest call option, beginning on any date on or after 4/1/27 @ 100%. The Financing Team considers the call option to have value since sometime in the next several years, interest rates may come down and allow for refinancing.

Agenda Item #9.1.

The interest rate will continue to float on the JP Morgan callable option until review and approval of this item by the City Council / Financing Authority on November 14th. Upon approval, the Financing Team will work with JP Morgan Chase to lock the interest rate on November 15th. The Financing Team will update the City Council / Financing Authority as to the latest interest rate at the November 14th meeting.

While the JP Morgan Chase Bank no-call option may look attractive in this interest rate environment, that rate would be locked for the 15-year life of the obligation. Having the flexibility to refinance seems prudent.

The best 20-year option was provided by Webster Bank at 5.26% with Capital One being the next best at 5.37%. JP Morgan was not able to offer a 20-year option.

Based on the Financing Team discussion and the pro forma projection, the Sewer Fund can support the shorter 15-year amortization with higher annual payments. When the JP Morgan Chase 15-year callable option is compared to the Webster Bank 20-year option, the JP Morgan Chase 15-year option saves over $803,000 in total debt service.

Below are estimates of the proposed 2023 Sewer Bond:

Principal Amount $2,975,000
Project Fund $2,873,610
Costs of Issuance $101,390
Total Interest $1,490,849
Total Debt Service $4,465,849
Final Maturity FY 2039 (15yrs)
Interest Rate (1) 5.02%
"All-In" TIC (2) 5.48%
(1) The Financing Team expects to lock the interest rate on November 15th upon review and approval by the City Council / Financing Authority on November 14th. (2) Includes $101,390 in Costs of Issuance
Costs of Issuance
Role Party Total Notes
Bond Counsel Jones Hall $32,500.00 Per Proposal
Municipal Advisor Del Rio Advisors, LLC $27,500.00 Per Contract MA Expenses Del Rio Advisors, LLC $750.00 NTE Amount
Placement Agent Brandis Tallman $25,000.00 Per Proposal Bank Counsel TBD $10,000.00 Per RFP
Regulatory CDIAC $743.75 CDIAC Formula
Contingency Rounding/Miscellaneous $4,896.25
Total $101,390.00
Agenda Item #9.1.

Good Faith Estimates
California Government Code Section 5852.1 requires that the City Council and St.

Helena Financing Authority shall obtain and disclose in a meeting open to the public specified information obtained as good faith estimates from a placement agent or municipal advisor prior to authorization of the issuance of the Installment Sale Agreement (the “2023 Sewer Bond”). The Council receives such information from the Placement Agent as set forth below:

Name of the Placement Agent: Brandis Tallman, a Division of Oppenheimer & Co. Inc.

City Council/Financing Authority
Date: November 14, 2023
Name of Issue: 2023 Sewer Bond
The Placement Agent has provided to the City and the St. Helena Financing Authority the following required good faith estimates relating to the 2023 Sewer Bond:

1. The true interest cost of the 2023 Sewer Bond, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the new issue of bonds: 5.020888%.

2. The finance charges for the 2023 Sewer Bond, which means the sum of all fees and charges paid to third parties: $101,390.00.

3. The amount of proceeds received by the public body for sale of the 2023 Sewer Bond less the finance charge of the 2023 Sewer Bond described in subparagraph (2) and less any reserves or capitalized interest paid or funded with proceeds of the 2023 Sewer Bond: $2,873,610.00.

4. The total payment amount, which means the total of all payments the public body will make to pay debt service on the 2023 Sewer Bond plus the finance charge of the 2023 Sewer Bond described in subparagraph (2) not paid with the proceeds of the 2023 Sewer Bond (which total payment amount is calculated to the final maturity of the Bond): $4,465,849.36.

The foregoing estimates constitute good faith estimates only. The actual principal amount of the 2023 Sewer Bond issued and sold, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to a variety of factors. The actual interest rates borne by the 2023 Sewer Bond and the actual amortization of the 2023 Sewer Bond will depend on market interest rates at the time of sale thereof. Market interest rates are affected by economic and other factors beyond the control of the City and the St. Helena Financing Authority.

ENVIRONMENTAL REVIEW: None.

DOCUMENTS ATTACHMENTS:

Agenda Item #9.1.

City of St. Helena Resolution - 2023 St Helena ISA (Wastewater) St. Helena Financing Authority Resolution - 2023 St Helena ISA (Wastewater) Attachment A - Installment Sale Agreement - 2023 St Helena ISA (Wastewater) Attachment B - Assignment Agreementt - 2023 St Helena ISA (Wastewater) 2023 Sewer Bond Presentation for the November 14 2023 City Council Financing Authority Meeting (10-31-23 v2
Agenda Item #9.1.

CITY OF ST. HELENA
RESOLUTION NO. 2023-____
A Resolution of the City Council of the City of St. Helena Approving: (1) installment sale financing to provide long-term financing of wastewater system improvements, and (2) financing documents and related official actions.

RECITALS
A. WHEREAS, the City of St. Helena (the “City”) owns and operates a system for the collection, treatment and disposal of wastewater within the service area of the City (the “Wastewater System”); and
B. WHEREAS, the City desires to finance new treatment facilities for the Wastewater System, including construction and acquisition of a membrane bioreactor system, retrofitting and rehabilitation of aging facilities and various other related improvements (the “Project”), and the St. Helena Financing Authority (the “Authority”) was established to assist the City with the financing and refinancing of projects like the Project; and
C. WHEREAS, in order to provide long-term financing for the Project, the City has caused the solicitation of commercial banks for financing proposals; and D. WHEREAS, City staff, with the assistance of City consultants and legal counsel, has evaluated financing terms offered by banks responding to the request for proposals and recommends entering into a financing transaction with JP Morgan Chase Bank, N.A. (the “Bank”) according to terms it submitted; and E. WHEREAS, the City and this Council have determined that it is in its best interests to provide long-term financing for the Project and in order to implement such financing the City has proposed to enter into an Installment Sale Agreement (the “Installment Sale Agreement) with the Authority pursuant to which the Authority agrees to provide financing for the Project and to sell the completed Project to the City in consideration of the payment by the City of semi-annual installment payments (the “Installment Payments”), which are payable from and secured by a pledge of and lien on the net revenues of the Wastewater System; and F. WHEREAS, in order to provide the funds needed to finance the Project in an amount not exceeding $3,000,000, the Authority proposes to assign the Installment Payments to the Bank under an Assignment Agreement (the “Assignment Agreement) among the City, the Authority and the Bank; and Agenda Item #9.1.

2 G. WHEREAS, pursuant to Government Code Section 5852.1, certain information relating to the proposed financing is set forth in the staff report accompanying this Resolution, and such information is hereby disclosed and made public; and H. WHEREAS, the City Council approves all of said transactions in furtherance of the public purposes of the City, and the City Council wishes at this time to authorize all proceedings and documents relating to the financing of the Project as described herein

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

Section 1. Approval of Financing Proposal. The City Council hereby approves the financing plan for the Project as described above, and in accordance with the proposal submitted to the City by the Bank; provided that the par amount shall not exceed $3,000,000 and the interest rate shall not exceed 5.50%. The Mayor, City Manager, and Administrative Services Director (each, an “Authorized Officer”) are each hereby authorized and directed for and in the name and on behalf of the City to execute any and all documents which are required to accept said proposal of the Bank. If the final interest rate proposed by the Bank exceeds the not-to-exceed amount set forth above, the Authorized Officers are hereby authorized and directed to work with the next most favorable lender submitting a proposal and all references herein to the Bank shall refer to such lender, again subject to the not-to-exceed parameters set forth above.

Section 2. Installment Sale Agreement. The City Council hereby approves the Installment Sale Agreement in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by an Authorized Officer, whose execution thereof shall be conclusive evidence of such approval. Any Authorized Officer is hereby authorized and directed for and in the name and on behalf of the City to execute, and the City Clerk is hereby authorized and directed to attest to, the final form of the Installment Sale Agreement on behalf of the City, if necessary.

Section 3. Assignment by Authority; Assignment Agreement. The City Council hereby approves the assignment to the Bank of certain rights of the Authority under the Installment Sale Agreement, including the right to receive the Installment Payments, under the Assignment Agreement. The City Council hereby approves the Assignment Agreement in substantially the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by an Authorized Officer, whose execution thereof shall be conclusive evidence of such approval. Any Authorized Officer is hereby authorized and directed for and in the name and on behalf of the City to execute, and the City Clerk is hereby authorized and directed to attest to, the final form of the Assignment Agreement on behalf of the City, if necessary.

Agenda Item #9.1.

3 Section 4. Official Actions. Each Authorized Officer, any assistant or deputy thereof, the City Clerk, and the City Attorney are each authorized and directed in the name and on behalf of the City to execute any and all certificates, requisitions, agreements, notices, consents and other documents, which they or any of them might deem necessary or appropriate in order to consummate any of the transactions contemplated by the agreements and documents approved under this Resolution.

Whenever in this resolution any officer of the City is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable. All actions previously taken by an Authorized Officer or any other official of the City in furtherance of this Resolution are hereby ratified and confirmed.

Section 5. Authorization of Use of Funds. Approval of a budget Increase to the Wastewater Fund GL Account 571-40-45-21-41 in the amount of $101,390 utilizing reserves.

Section 6. Effective Date. This Resolution shall take effect immediately upon its passage and adoption.

Approved at a Regular Meeting of the St. Helena City Council on November 14, 2023, by the following vote:

Mayor Dohring: ______________
Vice Mayor Hall: ______________
Councilmember Chouteau: ______________
Councilmember Hardy: ______________
Councilmember Summers: ______________
APPROVED:
________________________
Paul Jamison Dohring, Mayor
ATTEST:
________________________
Cindy Tzafopoulos, City Clerk
Agenda Item #9.1.

4 Agenda Item #9.1.

ST. HELENA FINANCING AUTHORITY
RESOLUTION NO. 2023-____
A Resolution of the St. Helena Financing Authority Approving:
(1) installment sale financing to provide long-term financing of wastewater system improvements, and (2) financing documents and related official actions.

RECITALS
A. WHEREAS, the City of St. Helena (the “City”) owns and operates a system for the collection, treatment and disposal of wastewater within the service area of the City (the “Wastewater System”); and
B. WHEREAS, the City desires to finance new treatment facilities for the Wastewater System, including construction and acquisition of a membrane bioreactor system, retrofitting and rehabilitation of aging facilities and various other related improvements (the “Project”), and the St. Helena Financing Authority (the “Authority”) was established to assist the City with the financing and refinancing of projects like the Project; and
C. WHEREAS, in order to provide long-term financing for the Project, the City has caused the solicitation of commercial banks for financing proposals; and D. WHEREAS, City staff, with the assistance of City consultants and legal counsel, has evaluated financing terms offered by banks responding to the request for proposals and recommends entering into a financing transaction with JP Morgan Chase Bank, N.A. (the “Bank”) according to terms it submitted; and E. WHEREAS, the City has determined that it is in its best interests to provide longterm financing for the Project through an Installment Sale Agreement (the “Installment Sale Agreement) with the Authority pursuant to which the Authority agrees to provide financing for the Project and to sell the completed Project to the City in consideration of the payment by the City of semi-annual installment payments (the “Installment Payments”), which are payable from and secured by a pledge of and lien on the net revenues of the Wastewater System; and F. WHEREAS, in order to provide the funds needed to finance the Project in an amount not exceeding $3,000,000, the Authority proposes to assign the Installment Payments to the Bank under an Assignment Agreement (the “Assignment Agreement) among the City, the Authority and the Bank; and Agenda Item #9.1.

2 G. WHEREAS, pursuant to Government Code Section 5852.1, certain information relating to the proposed financing is set forth in the staff report accompanying this Resolution, and such information is hereby disclosed and made public; and H. WHEREAS, the Board approves all of said transactions in furtherance of the public purposes of the City, and the Board wishes at this time to authorize all proceedings and documents relating to the financing of the Project as described herein

RESOLUTION
NOW, THEREFORE, the Board of Directors of the St. Helena Financing Authority hereby resolves as follows:

Section 1. Approval of Financing Proposal. The Board hereby approves the financing plan for the Project as described above, and in accordance with the proposal submitted to the City by the Bank; provided that the par amount shall not exceed $3,000,000 and the interest rate shall not exceed 5.50%. If the final interest rate proposed by the Bank exceeds the not-to-exceed amount set forth above, the Authorized Officers (defined below) are hereby authorized and directed to work with the next most favorable lender submitting a proposal and all references herein to the Bank shall refer to such lender, again subject to the not-to-exceed parameters set forth above.

Section 2. Installment Sale Agreement. The Board hereby approves the Installment Sale Agreement in substantially the form on file with the Secretary together with any changes therein or additions thereto deemed advisable by the Chair, Vice Chair, Executive Director, Secretary, and Treasurer (each an “Authorized Officer”), whose execution thereof shall be conclusive evidence of such approval. Any Authorized Officer is hereby authorized and directed for and in the name and on behalf of the Authority to execute, and the Secretary is hereby authorized and directed to attest to, the final form of the Installment Sale Agreement on behalf of the Authority, if necessary.

Section 3. Assignment by Authority; Assignment Agreement. The Board hereby approves the assignment to the Bank of certain rights of the Authority under the Installment Sale Agreement, including the right to receive the Installment Payments, under the Assignment Agreement. The Board hereby approves the Assignment Agreement in substantially the form on file with the Secretary, together with any changes therein or additions thereto deemed advisable by an Authorized Officer, whose execution thereof shall be conclusive evidence of such approval. Any Authorized Officer is hereby authorized and directed for and in the name and on behalf of the Authority to execute, and the Secretary is hereby authorized and directed to attest to, the final form of the Assignment Agreement on behalf of the Authority, if necessary.

Section 4. Official Actions. Each Authorized Officer, and any assistant or deputy thereof, are each authorized and directed in the name and on behalf of the Agenda Item #9.1.

3 Authority to execute any and all certificates, requisitions, agreements, notices, consents and other documents, which they or any of them might deem necessary or appropriate in order to consummate any of the transactions contemplated by the agreements and documents approved under this Resolution. Whenever in this resolution any officer of the Authority is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable. All actions previously taken by an Authorized Officer or any other official of the Authority in furtherance of this Resolution are hereby ratified and confirmed.

Section 5. Effective Date. This Resolution shall take effect immediately upon its passage and adoption.

Approved at a Regular Meeting of the St. Helena Financing Authority Board of Directors on November 14, 2023, by the following vote:

Chair Dohring: ______________
Vice Chair Hall: ______________
Boardmember Chouteau: ______________
Boardmember Hardy: ______________
Boardmember Summers: ______________
APPROVED:
_______________________
Paul Jamison Dohring, Chair
ATTEST:
________________________
Cindy Tzafopoulos, Secretary
Agenda Item #9.1.

Jones Hall Draft of Nov. 1, 2023

INSTALLMENT SALE AGREEMENT
This INSTALLMENT SALE AGREEMENT (together with any amendments hereof and supplements hereto, this “Agreement”), dated as of November 29, 2023, is between the ST. HELENA FINANCING AUTHORITY, a joint exercise of powers authority duly organized and existing under the laws of the State of California (the “Authority”), as seller, and the CITY OF ST. HELENA, a general law city and municipal corporation duly organized and existing under the Constitution and laws of the State of California (the “City”), as purchaser.

BACKGROUND:

1. The City owns and operates a system for the collection, treatment and disposal of wastewater within the service area of the City (the “Wastewater System”).

2. The City wishes to finance a portion of the costs of improvements to the Wastewater System comprised of a membrane bioreactor treatment system and related improvements (as described herein, the “Project”).

3. The Authority has been formed for the purpose of assisting the City in the financing and refinancing of public capital improvements.

4. In order to provide funds to finance a portion of the costs of the Project, the Authority has proposed to enter into this Agreement with the City under which the Authority agrees to provide financing for a portion of the cost of the Project and to sell the completed Project to the City in consideration of the agreement by the City to pay semi-annual installment payments (as described herein, the “Installment Payments”).

5. In order for the Authority to obtain the moneys required to provide financing for a portion of the costs of the Project in accordance with the terms hereof, the Authority has assigned and transferred certain of its rights under this Agreement to JPMorgan Chase Bank, N.A., as assignee (the “Assignee”), under an Assignment Agreement dated as of November 29, 2023, among the City, the Authority and the Assignee.

6. The Installment Payments and the Assignee Additional Payments (defined herein) will be payable from and secured by a pledge of and lien on the net revenues of the Wastewater System, on parity with the Parity Obligations (defined herein).

AGREEMENT:

In consideration of the foregoing and the material covenants hereinafter contained, the City and the Authority formally covenant, agree and bind themselves as follows:

ATTACHMENT A
Agenda Item #9.1.

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ARTICLE I
DEFINITIONS; RULES OF INTERPRETATION
SECTION 1.1. Definitions. Unless the context clearly otherwise requires or unless otherwise defined herein, the capitalized terms in this Agreement shall have the following respective meanings given to them in this Section.
“Annual Debt Service” means, for any Fiscal Year, the sum of (1) the interest accruing on all Parity Debt during such Fiscal Year, assuming that all Parity Debt is retired as scheduled, plus (2) the principal amount (including principal due as sinking fund installment payments) allocable to all Parity Debt in such Fiscal Year, calculated as if such principal amounts were deemed to accrue daily during such Fiscal Year in equal amounts from, in each case, each payment date for principal or the date of delivery of such Parity Debt (provided that principal shall not be deemed to accrue for greater than a 365-day period prior to any payment date), as the case may be, to the next succeeding payment date for principal, provided, that the following adjustments shall be made to the foregoing amounts in the calculation of Annual Debt Service:
(A) with respect to any such Parity Debt bearing or comprising interest at other than a fixed interest rate, the rate of interest used to calculate Annual Debt Service shall be (i) with respect to such Parity Debt then outstanding, one hundred ten per cent (110%) of the greater of (1) the daily average interest rate on such Parity Debt during the twelve (12) calendar months next preceding the date of such calculation (or the portion of the then current Fiscal Year that such Parity Debt has borne interest) or (2) the most recent effective interest rate on such Parity Debt prior to the date of such calculation or (ii) with respect to such Parity Debt then proposed to be issued, 80% of the interest rate on actively traded 30-year United States Treasury obligations;
(B) with respect to any such Parity Debt (other than the Installment Payments) having twenty-five per cent (25%) or more of the aggregate principal amount thereof due in any one Fiscal Year, Annual Debt Service shall be calculated for the Fiscal Year of determination as if the interest on and principal of such Parity Debt were being paid from the date of incurrence thereof in substantially equal annual amounts over a period of twenty (20) years from the date of such Parity Debt; provided that with respect to the Installment Payments, Annual Debt Services shall be calculated for the Fiscal Year of determination as if the principal components of the Installment Payments were being paid from the date of incurrence thereof in substantially equal annual amounts over a period of ten (10) years from the Closing Date and the rate of interest used to calculate such Annual Debt Service shall be equal to prevailing ten-year municipal tax-exempt rates; and provided, further, however that the full amount of such Parity Debt shall be included in Annual Debt Service if the date of calculation is within 24 months of the actual maturity of the payment;
(C) with respect to any such Parity Debt or portions thereof bearing no interest but which are sold at a discount and which discount accretes with respect to such Parity Debt or portions thereof, such accreted discount shall be treated as due when scheduled to be paid;
(D) Annual Debt Service shall not include interest on Parity Debt which is to be paid from amounts constituting capitalized interest; and Agenda Item #9.1.

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(E) if an interest rate swap agreement is in effect with respect to, and is payable on a parity with, any Parity Debt to which it relates, no amounts payable under such interest rate swap in excess of debt service payable under such Parity Debt agreement shall be included in the calculation of Annual Debt Service unless the sum of (i) the interest payable on such Parity Debt, plus (ii) the amounts payable by the City under such interest rate swap agreement, less (iii) the amounts receivable by the City under such interest rate swap agreement, are greater than the interest payable on such Parity Debt, in which case the amount of such payments to be made that exceed the interest to be paid on such Parity Debt shall be included in such calculation, and for this purpose, the variable amount under any such interest rate swap agreement shall be determined in accordance with the procedure set forth in subparagraph (A) of this definition. “Applicable Law” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case, whether or not having the force of law. “Assignee” means JPMorgan Chase Bank, N.A., as assignee of certain rights of the Authority hereunder, its successors and assigns.
“Assignee Additional Payments” means any amounts owing to the Assignee under this Agreement, other than amounts payable to the Assignee as Installment Payments. “Assignment Agreement” means the Assignment Agreement dated as of November 29, 2023, among the Authority, the City and the Assignee, including any authorized amendments thereto.
“Authority” means the St. Helena Financing Authority, a joint exercise of powers authority duly organized and existing under the laws of the State of California. “Authorized Investments” means any investments which the City is lawfully permitted to make with its General Fund moneys under California law and the City’s investment policy.
“Authorized Representative” means: (a) with respect to the Authority, its Chair, Vice Chair, Executive Director, Secretary, Treasurer or any other person designated as an Authorized Representative of the Authority by a Written Certificate of the Authority signed by its Executive Director and filed with the City and the Assignee; and (b) with respect to the City, its Mayor, City Manager, Administrative Services Director, City Attorney, City Clerk, or any other person designated as an Authorized Representative of the City by a Written Certificate of the City signed by its City Manager or Administrative Services Director and filed with the Authority and the Assignee. “Bond Counsel” means (a) Jones Hall, A Professional Law Corporation, or (b) any other attorney or firm of attorneys of nationally recognized expertise with respect to legal matters relating to obligations the interest on which is excludable from gross income for purposes of federal income taxation under Section 103 of the Tax Code.

Agenda Item #9.1.

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“Business Day” means a day which is not a Saturday, Sunday or legal holiday on which banking institutions in the State of California are closed. “Certificate of the City” means an instrument in writing signed by an Authorized Representative of the City, or by any other officer of the City duly authorized by the City for that purpose, such authorization to be evidenced by a certificate verifying the specimen signatures of such officers at the request of the Authority or the Assignee. “City” means the City of St. Helena, a general law city and municipal corporation duly organized and existing under the Constitution and laws of the State of California. “Closing Date” means November 29, 2023, being the date of execution and delivery of this Agreement.
“Costs of Issuance” means all items of expense directly or indirectly payable by or reimbursable to the City or the Authority relating to the execution and delivery of this Agreement, including but not limited to filing and recording costs, settlement costs, printing costs, reproduction and binding costs, initial fees and charges of Bond Counsel, the City’s municipal advisor and legal counsel to the Assignee, legal fees and charges, insurance fees and charges, financial and other professional consultant fees, and any charges and fees in connection with the foregoing.
“Date of Taxability” means the date from and for the interest component of the Installment Payments is subject to federal or State income taxation as a result of a Determination of Taxability.
“Default Rate” means, at any given time, the then-current interest rate, plus 3.00%. “Determination of Taxability” means and shall be deemed to have occurred on the first to occur of the following:
(i) on that date when the City files any statement, supplemental statement or other tax schedule, return or document which discloses that an Event of Taxability shall have occurred;
(ii) on the date when the Assignee notifies the City that it has received a written opinion from Bond Counsel to the effect that an Event of Taxability has occurred, which notice shall be accompanied by a copy of such opinion of Bond Counsel, unless, within 180 days after receipt by the City of such notification and copy of such opinion from the Assignee, the City shall deliver to the Assignee a ruling or determination letter issued to or on behalf of the City by an official of the Internal Revenue Service (or any other governmental official exercising the same or a substantially similar function from time to time) to the effect that, after taking into consideration such facts as form the basis for the opinion that an Event of Taxability has occurred, an Event of Taxability shall not have occurred; (iii) on the date when the City shall be advised in writing by an official of the Internal Revenue Service (or any other government official or agent exercising the same or a substantially similar function from time to time) Agenda Item #9.1.

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that, based upon any review or audit or upon any other ground whatsoever, that a final determination has been made that an Event of Taxability has occurred; or
(iv) on that date when the City shall receive notice from the Assignee that the Internal Revenue Service (or any other government official or agency exercising the same or a substantially similar function from time to time) has assessed the interest component of the Installment Payments as includable in the gross income of the Assignee due to the occurrence of an Event of Taxability;
provided, however, that no Determination of Taxability shall occur under subparagraph (iii) or subparagraph (iv) above unless the City has been afforded the opportunity, at its expense, to contest any such assessment, and, further, no Determination of Taxability shall occur until such contest, if made, has been finally determined; provided further, however, that upon demand from the Assignee, the City shall reimburse the Assignee for any payments, including any taxes, interest, penalties or other charges, such Assignee shall be obligated to make as a result of the Determination of Taxability.
“Event of Taxability” means a change in law or fact or the interpretation thereof, or the occurrence or existence of any fact, event or circumstance (including, without limitation, the taking of any action by the City, or the failure to take any action by the City, or the making by the City of any misrepresentation in this Agreement or the certificate regarding federal arbitrage which has been executed and delivered by the City in connection with this Agreement) which has the effect of causing the interest component of the Installment Payments to be includable, in whole or in part, in the gross income of the Assignee for federal income tax purposes. The City shall inform the Assignee promptly upon the occurrence of a Determination of Taxability.
“Environmental Laws” means any federal, state, or local law, rule or regulation now or hereafter in effect and in each case as amended, and any judicial or administrative interpretation thereof, relating to health, safety, or the environment. “Event of Default” means an event of default as described in Section 6.1. “Excess Investment Earnings” means an amount required to be rebated to the United States of America under Section 148(f) of the Tax Code due to investment of gross proceeds of the Installment Payments at a yield in excess of the yield on the Installment Payments.
“Federal Securities” means: (a) any direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America), for which the full faith and credit of the United States of America are pledged; and (b) obligations of any agency, department or instrumentality of the United States of America, the timely payment of principal and interest on which are directly or indirectly secured or guaranteed by the full faith and credit of the United States of America.

Agenda Item #9.1.

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“Fiscal Year” means the period beginning on July 1 of each year and ending on the last day of June of the next succeeding year, or any other twelve-month period selected and designated as the official Fiscal Year of the City. “Generally Accepted Accounting Principles” means the uniform accounting and reporting procedures set forth in publications of the American Institute of Certified Public Accountants or its successor, or by any other generally accepted authority on such procedures, and includes, as applicable, the standards set forth by the Governmental Accounting Standards Board or its successor.
“Governmental Authority” means the government of the United States or any state or political subdivision thereof or any other nation or political subdivision thereof or any governmental or quasi-governmental entity, including any court, department, commission, board, bureau, agency, administration, central bank, service, district or other instrumentality of any governmental entity or other entity exercising executive, legislative, judicial, taxing, regulatory, fiscal, monetary or administrative powers or functions of or pertaining to government, or any arbitrator, mediator or other person with authority to bind a party at law.
“Independent Accountant” means any independent certified public accountant or firm of independent certified public accountants appointed and paid by the City, and who, or each of whom: (a) is in fact independent and not under domination of the City; (b) does not have any substantial interest, direct or indirect, with the City; and (c) is not connected with the City as an officer or employee of the City, but who may be regularly retained to make annual or other audits of the books of or reports to the City. “Independent Certified Public Accountant” means any firm of certified public accountants appointed by the City, which is independent of the City and the Authority pursuant to the Statement on Auditing Standards No. 1 of the American Institute of Certified Public Accountants.
“Installment Payment Date” means the date on which Installment Payments are required to be paid, being April 1 and October 1 in each year, commencing April 1, 2024. “Installment Payments” means all payments required to be paid by the City on any date under Section 4.4, including any amounts payable upon delinquent installments and including any prepayment thereof under Section 7.2.
“Law” means the laws of the State of California pursuant to which the City was formed and operates and Section 5451 of the Government Code of the State of California and in each case all laws amendatory thereof or supplemental thereto. “Maximum Annual Debt Service” means, as of any date of calculation, the largest Annual Debt Service during the period from the date of such calculation through the final maturity date of all Parity Debt.
“Operation and Maintenance Costs” means the reasonable and necessary costs paid or incurred by the City for maintaining and operating the Wastewater System, determined in accordance with Generally Accepted Accounting Principles, including all reasonable expenses of management and repair and all other expenses necessary to maintain and preserve the Wastewater System in good repair and working order, and Agenda Item #9.1.

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including all administrative costs of the City that are charged directly or apportioned to the operation of the Wastewater System, such as salaries and wages of employees, overhead, taxes (if any) and insurance premiums (including payments required to be paid into any self-insurance funds), and including all other reasonable and necessary costs of the City or charges required to be paid by it to comply with the terms hereof or of any Parity Debt Document or of any resolution authorizing the execution of any Parity Debt, such as compensation, reimbursement and indemnification of the Assignee, any trustee and the Authority and fees and expenses of Independent Certified Public Accountants; but excluding in all cases (i) payment of Parity Debt and Subordinate Obligations, (ii) costs of capital additions, replacements, betterments, extensions or improvements which under Generally Accepted Accounting Principles are chargeable to a capital account, and (iii) depreciation, replacement and obsolescence charges or reserves therefor and amortization of intangibles.
“Parity Debt” means the Installment Payments and any Parity Obligations. “Parity Debt Documents” means, collectively, the installment purchase or sale agreement, indenture of trust, trust agreement or other document authorizing the issuance of any Parity Debt or any securities which evidence Parity Debt. “Parity Obligation Payments” means the payments scheduled to be paid by the City under and pursuant to the Parity Obligations, which payments are secured by a pledge of System Net Revenues on a parity with the Installment Payments as provided herein.
“Parity Obligations” means all obligations of the City authorized and executed by the City other than the Installment Payments, the Parity Obligation Payments under which are secured by a pledge of the System Net Revenues on a parity with the Installment Payments entered into or issued under and in accordance with Section 5.7, including but not limited to any Repayment Obligations secured by System Net Revenues on a parity with the Installment Payments. Parity Obligations include the obligations of the City under (i) the 2005 Installment Purchase Agreement, (ii) the 2012 Installment Purchase Agreement, and (iii) the 2022 Installment Sale Agreement. “Project” is comprised of new treatment facilities to the Wastewater System, including construction and acquisition of a membrane bioreactor system, retrofitting and rehabilitation of aging facilities and various other related improvements. “Project Costs” means all costs of the acquisition, construction and installation of the Project which are paid from moneys on deposit in the Project Fund, including but not limited to:
(a) all costs required to be paid to any person under the terms of any agreement for or relating to the acquisition, construction and installation of the Project;
(b) obligations incurred for labor and materials in connection with the acquisition, construction and installation of the Project; (c) the cost of performance or other bonds and any and all types of insurance that may be necessary or appropriate to have in effect in Agenda Item #9.1.

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connection with the acquisition, construction and installation of the Project;
(d) all preliminary costs of the Project, including but not limited to design, environmental, engineering and architectural services, costs for testing, surveys, estimates, plans and specifications and preliminary investigations therefor, development fees and costs for supervising construction, as well as for the performance of all other duties required by or consequent to the proper acquisition, construction and installation of the Project;
(e) any sums required to reimburse the City for advances made for any of the above items or for any other costs incurred and for work done which are properly chargeable to the acquisition, construction and installation of the Project;
(f) Costs of Issuance and other financing costs incurred in connection with the acquisition, construction and installation of the Project; and (g) the interest components of the Installment Payments during the period of acquisition, construction and installation of the Project. “Project Fund” means the fund or account by that name established and held by the City under Section 3.6.
“Rate Stabilization Fund” means any fund established and held by the City as a fund for the stabilization of rates and charges imposed by the City with respect to the Wastewater System, which fund is established, held and maintained in accordance with Section 4.7.
“Repayment Obligation” means the reimbursement obligation or any other payment obligation of the City under a written agreement between the City and a credit provider to reimburse the credit provider for amounts paid pursuant to a credit facility for the payment of the principal amount or purchase price of and/or interest on any Parity Debt.
“Subordinate Obligations” means the obligations of the City that are subordinate in payment to the Installment Payments.
“System Net Revenues” means for any period System Revenues less Operation and Maintenance Costs for such period; provided that certain adjustments in the amount of System Net Revenue deemed collected during a Fiscal Year may be made in connection with amounts deposited in the Rate Stabilization Fund as provided in Section 4.7.
“System Revenues” means all gross income and revenue received or receivable by the City from the ownership or operation of the Wastewater System, determined in accordance with Generally Accepted Accounting Principles, including all fees (including connection fees), rates, charges and all amounts paid under any contracts received by or owed to the City in connection with the operation of the Wastewater System and all proceeds of insurance relating to the Wastewater System and investment income Agenda Item #9.1.

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allocable to the Wastewater System and all other income and revenue howsoever derived by the City from the ownership or operation of the Wastewater System or arising from the Wastewater System.
“Tax Code” means the Internal Revenue Code of 1986 as in effect on the Closing Date or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the Closing Date, together with applicable proposed, temporary and final regulations promulgated, and applicable official guidance published, under the Tax Code.
“Term” means the time during which this Agreement is in effect, as provided in Section 4.3.
“2005 Installment Purchase Agreement” means the Installment Purchase Agreement, dated as of July 1, 2005 by and between the City and the California Statewide Communities Development Authority, which supports payment on the California Statewide Communities Development Authority Water and Wastewater Revenue Bonds (Pooled Financing Program), Series 2005B, as amended or supplemented from time to time. “2012 Installment Purchase Agreement” means the Installment Purchase Agreement, dated as of June 1, 2012 by and between the City and the California Statewide Communities Development Authority, which supports payment on the California Statewide Communities Development Authority Water and Wastewater Revenue Bonds, Series 2012B, as amended or supplemented from time to time.
“2022 Installment Sale Agreement” means the Installment Sale Agreement, dated as of March 1, 2022 by and between the City and the Authority, which was assigned to the Bank of the West, as assignee, as amended or supplemented from time to time. “Wastewater Fund” means the fund or funds established and held by the City with respect to the Wastewater System for the receipt and deposit of System Revenues. “Wastewater System” means the facilities and property for the collection, transportation and treatment of wastewater for customers within the service area of the City, including but not limited to all facilities, properties, lands, rights, entitlements and other property useful in connection therewith, together with all extensions thereof and improvements thereto at any time acquired, constructed or installed by the City. “Written Certificate” of the Authority or the City means, respectively, a written certificate, request or requisition signed in the name of the Authority or the City by its Authorized Representative. Any such instrument and supporting opinions or representations, if any, may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument.

SECTION 1.2. Interpretation.
(a) Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender Agenda Item #9.1.

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is for convenience only and shall be deemed to include the neuter, masculine or feminine gender, as appropriate.
(b) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and do not affect the meaning, construction or effect hereof.
(c) All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement; the words “herein,” “hereof,” “hereby,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof.

ARTICLE II

REPRESENTATIONS, COVENANTS AND

WARRANTIES
SECTION 2.1. Representations, Covenants and Warranties of the City. The City represents, covenants and warrants to the Authority as follows:
(a) Due Organization and Existence. The City is a general law city and municipal corporation duly organized and existing under the Constitution and laws of the State of California, and is empowered, among other things, to maintain and operate the Wastewater System and to acquire in the name of the City any interest in real or personal property necessary or convenient for the operation of the Wastewater System.
(b) Due Authorization. The laws of the State authorize the City to enter into this Agreement, and to enter into the transactions contemplated hereby and to carry out its obligations hereunder.
(c) No Conflicts. The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof, do not and will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance would have consequences that would materially adversely affect the consummation of the transactions contemplated by this Agreement or the financial condition, assets, properties or operations of the City, including but not limited to the performance of the City’s obligations under this Agreement.

Agenda Item #9.1.

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(d) Valid, Binding and Enforceable Obligations. This Agreement has been duly authorized, executed and delivered by the City and constitutes the legal, valid and binding agreements of the City enforceable against the City in accordance with its terms; except as the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enacted and except as such enforceability may be subject to the exercise of judicial discretion in accordance with principles of equity.
(e) No Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court or federal, state, municipal or other governmental authority pending or, to the knowledge of the City after reasonable investigation, threatened against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material and adverse effect upon the consummation of the transactions contemplated by or the validity of this Agreement, or upon the financial condition, assets, properties or operations of the City, and the City is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially adversely affect the consummation of the transactions contemplated by this Agreement, or the financial conditions, assets, properties or operations of the City, including but not limited to the payment and performance of the City’s obligations under this Agreement.
(f) No Prior Defaults. No lease, rental agreement, installment purchase or sale agreement, lease-purchase agreement, loan, note, payment agreement or contract for purchase to which the City has been a party at any time during the past ten years has been terminated by the City as a result of either insufficient funds available in any Fiscal Year, or due to the non-payment of required payments. No event has occurred which would constitute a payment-related event of default under any debt, note, revenue bond or obligation which the City has issued during the past ten years.
(g) Consents and Approvals. No consent or approval of any trustee or holder of any indebtedness of the City or of the voters of the City, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Agreement, or the consummation of any transaction herein contemplated, except as have been obtained or made and as are in full force and effect. (h) Financial Information. The financial information concerning the City heretofore delivered to the Assignee is complete and correct and fairly presents the financial condition of the City for the period(s) referred to and has been prepared in accordance with generally Agenda Item #9.1.

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accepted accounting principles applied on a consistent basis throughout the period(s) involved. There are no liabilities (of the type required to be reflected on balance sheets prepared in accordance with generally accepted accounting principles), direct or indirect, fixed or contingent, of the City as of the date of such financial information which are not reflected therein. There has been no material adverse change in the financial condition or operations of the City since the date of such information (and to the City’s knowledge no such material adverse change is pending or threatened), and the City has not guaranteed the obligations of, or made any investment in or loans to, any person except as disclosed in such information. The City has good and marketable title to all of its properties and assets related to the Project, and all of such properties and assets are free and clear of encumbrances, except as reflected in such financial information.

To the best of the City’s knowledge, no document furnished nor any representation, warranty or other written statement made to the Assignee in connection with the negotiation, preparation or execution of this Agreement contains any untrue or misleading statement of a material fact.
(i) Adequacy of System Net Revenues. The City has structured fees, estimated revenues and/or taken other lawful actions necessary to ensure that the pledge of and lien on System Net Revenues are sufficient to pay the Installment Payments and Assignee Additional Payments when due and payable, and such moneys have been and will continue to be applied in the funds and accounts as required herein and towards payment of the Installment Payments when due and payable.
(j) Completion of Project. The City has an immediate need for, and expects to make immediate use of, the Project, which need is not temporary or expected to diminish during the Term of this Agreement.

To the extent the City is or may be required to use additional revenues or spend additional money to complete the Project or make the Project useable, the City represents, warrants and covenants to take all required actions to complete the Project and make the Project useable. The City presently intends to continue this Agreement and make all Installment Payments required hereunder for the entire Term of this Agreement.
(k) [Reserved].
(l) Environmental. The Project and the Wastewater System are in full compliance with all applicable Environmental Laws.
(m) Sufficient Funds. The City reasonably believes that sufficient funds can be obtained to make all Installment Payments and all other amounts required to be paid pursuant to any Parity Debt Document. (n) Tax-Exempt Status. The City has not taken any action or omitted to take any action, and has no actual knowledge of any action taken or Agenda Item #9.1.

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omitted to be taken by any other Person, which action, if taken or omitted, would adversely affect the exclusion of interest on the Installment Payments from gross income for federal income tax purposes.
(o) Role of Assignee. The City acknowledges that (i) the Assignee, as the assignee of the Authority under the Assignment Agreement, is acting solely for its own loan account and not as a fiduciary for the City or in the capacity of broker, dealer, placement agent, municipal securities underwriter or municipal advisor, (ii) the Assignee has not provided, and will not provide, financial, legal (including securities law), tax, accounting or other advice to or on behalf of the City or with respect to this Agreement and the financing related thereto, and (iii) the Assignee has expressed no view regarding the legal sufficiency of its representations for purposes of compliance with any legal requirements applicable to any other party, or the correctness of any legal interpretation made by counsel to any other party with respect to any such matters.

SECTION 2.2. Representations, Covenants and Warranties of Authority. The Authority represents, covenants and warrants to the City as follows:
(a) Due Organization and Existence. The Authority is a joint exercise of powers authority duly organized and existing under the laws of the State of California, and has power to enter into this Agreement and to perform the duties and obligations imposed on it hereunder and thereunder. The Board of Directors of the Authority has duly authorized the execution and delivery of this Agreement. (b) Due Execution. The representatives of the Authority executing this Agreement are fully authorized to execute the same.
(c) Valid, Binding and Enforceable Obligations. This Agreement has been duly authorized, executed and delivered by the Authority and constitutes the legal, valid and binding agreement of the Authority with the City, enforceable against the Authority in accordance with the respective terms; except as the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enacted and except as such enforceability may be subject to the exercise of judicial discretion in accordance with principles of equity. (d) No Conflicts. The execution and delivery hereof and of the Assignment Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof and thereof, do not and will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, lease, contract or other agreement or instrument to which the Authority is a party or by Agenda Item #9.1.

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which it or its properties are otherwise subject or bound, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Authority, which conflict, violation, breach, default, lien, charge or encumbrance would have consequences that would materially adversely affect the consummation of the transactions contemplated hereby and by the Assignment Agreement or the financial condition, assets, properties or operations of the Authority, including but not limited to the performance of the Authority’s obligations under this Agreement.
(e) Consents and Approvals. No consent or approval of any trustee or holder of any indebtedness of the Authority, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery hereof or of the Assignment Agreement, or the consummation of any transaction herein contemplated, except as have been obtained or made and as are in full force and effect. (f) No Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court or federal, state, municipal or other governmental authority pending or, to the knowledge of the Authority after reasonable investigation, threatened against or affecting the Authority or the assets, properties or operations of the Authority which, if determined adversely to the Authority or its interests, would have a material and adverse effect upon the consummation of the transactions contemplated by or the validity of this Agreement, or upon the financial condition, assets, properties or operations of the Authority, and the Authority is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially adversely affect the consummation of the transactions contemplated by this Agreement or the financial conditions, assets, properties or operations of the Authority, including but not limited to the performance of the Authority’s obligations hereunder and under the Assignment Agreement.

Agenda Item #9.1.

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ARTICLE III

ACQUISITION AND CONSTRUCTION

OF THE PROJECT
SECTION 3.1. Deposit of Moneys. The Authority hereby agrees to cause the Project to be acquired, constructed and improved as provided in Section 3.2, and to sell the completed Project to the City as provided in Section 4.1. In order to provide funds for the construction of the Project, the Authority shall assign certain of its rights under this Agreement, including the right to receive the Installment Payments from the City, to the Assignee under the Assignment Agreement, and to cause the proceeds of such assignment to be deposited into the Project Fund as provided in Section 3.6.

SECTION 3.2. Acquisition and Construction of the Project. The Authority hereby agrees with due diligence to supervise and provide for, or cause to be supervised and provided for, the acquisition, construction and installation of the Project in accordance with the plans and specifications, purchase orders, construction contracts and other documents relating thereto and approved by the City under all applicable requirements of law. All contracts for, and all work relating to, the acquisition, construction and installation of the Project are subject to all applicable provisions of law relating to the acquisition and construction of public works by the City. The failure of the Authority to complete the Project by its expected completion date does not constitute an Event of Default hereunder or a grounds for termination hereof, nor does any such failure result in the diminution, abatement or extinguishment of the obligations of the City hereunder to pay the Installment Payments when due hereunder.

SECTION 3.3. Appointment of City as Agent. The Authority hereby appoints the City as its agent to carry out all phases of the acquisition, construction and installation of the Project under and in accordance with the provisions hereof. The City hereby accepts such appointment and assumes all rights, liabilities, duties and responsibilities of the Authority regarding the acquisition, construction and installation of the Project. As agent of the Authority hereunder, the City shall execute all duties under this Agreement, including, but not limited to, entering into, administer and enforce all purchase orders or other contracts relating to the Project. Payment of Project Costs will be made by the City from amounts held by it in the Project Fund in accordance with the provisions of this Agreement.

SECTION 3.4. Project Description. The City has the right to specify the exact scope, nature and identification of the Project and the respective components thereof.

The City may from time to time change or modify the description of the Project or any component thereof.

SECTION 3.5. [Reserved].

SECTION 3.6. Project Fund. The City shall establish and maintain a special fund or account designated as the “Project Fund” to be held by the City and which shall be accounted for as a separate fund or account. The City shall deposit all amounts advanced to it by the Assignee under the Assignment Agreement in the Project Fund promptly upon receipt of such amounts. Except as otherwise provided herein, moneys in the Project Fund shall be used solely for the payment of the Project Costs. The City shall disburse moneys in the Project Fund from time to time to pay Project Costs (or to reimburse the Agenda Item #9.1.

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City for payment of Project Costs). The City shall maintain accurate records showing all disbursements from the Project Fund. The City shall invest proceeds in the Project Fund in investments authorized by California law and the City's investment policy.

ARTICLE IV
INSTALLMENT SALE OF PROJECT;

INSTALLMENT PAYMENTS
SECTION 4.1. Sale of Project. The Authority hereby sells the Project to the City, and the City hereby purchases the Project from the Authority, upon the terms and conditions set forth in this Agreement.

SECTION 4.2. Title. Title to the Project, and each component thereof, will be deemed conveyed by the Authority to and vested in the City upon the completion of the acquisition, construction and installation thereof. The Authority and the City will execute, deliver and cause to be recorded any and all documents reasonably required by the City to consummate the transfer of title to the Project.

SECTION 4.3. Term of this Agreement. The Term of this Agreement commences on the Closing Date and ends on the date the City has paid all Installment Payments, Additional Payments and other amounts due hereunder.

SECTION 4.4. Installment Payments.
(a) Obligation to Pay. The City hereby agrees to pay the purchase price of the Project in the aggregate principal amount of $________, together with interest (calculated at the rate of ____% per annum, or upon the occurrence and during the continuation of an Event of Default, the Default Rate, or upon the occurrence of an Event of Taxability, the Taxable Rate, on the basis of a 360-day year of twelve 30-day months) on the unpaid principal balance thereof, payable in semiannual Installment Payments in the respective amounts and on the respective Installment Payment Dates specified in Appendix A. (b) Effect of Prepayment. If the City prepays the Installment Payments in full, the City’s obligations under this Agreement shall thereupon cease and terminate, including but not limited to the City’s obligation to pay Installment Payments under this Section. (C) Rate on Overdue Payments. If the City fails to make any of the payments required in this Section on or before the due date therefor, the Installment Payment in default shall continue as an obligation of the City until the amount in default shall have been fully paid and the City agrees to pay the same with interest thereon, to the extent permitted by law, from the due date thereof at the Default Rate, or, if lower, the maximum rate then permitted by law.
(d) Payment Provisions. Each Installment Payment payable hereunder and each Assignee Additional Payment shall be paid in lawful money of the United States of America in immediately available funds to or upon the order of the Assignee.

Notwithstanding any dispute between the Authority and the City, the City will make all Installment Payments when due without deduction or offset of any kind and will not Agenda Item #9.1.

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withhold any Installment Payments pending the final resolution of such dispute. In the event of a determination that the City was not liable for said Installment Payments or any portion thereof, said payments or excess of payments, as the case may be, will be credited against subsequent Installment Payments due hereunder or refunded at the time of such determination.

As a result of the assignment by the Authority to the Assignee pursuant to the Assignment Agreement of all of the Authority’s rights, title and interest under the Installment Sale Agreement (excepting only the Authority’s rights to indemnification), including but not limited to, the right of the Authority to receive the Installment Payments, the City shall pay all Installment Payments when due directly to the Assignee.

The amount of each Installment Payment shall be specified by Assignee in a written invoice to City not later than each Installment Payment Date, which invoice shall include sufficient detail for City to verify the calculated amount of the Installment Payment.

In the event the Assignee fails for any reason to provide the City with an invoice for any Installment Payment by the related Installment Payment Date, the City shall not be relieved of its obligation to pay such Installment Payment, but the City shall not be required to make such payment prior to the receipt of such invoice.

SECTION 4.5. [Reserved]
SECTION 4.6. Pledge and Application of System Net Revenues. (a) Pledge. The System Net Revenues shall be irrevocably pledged to the punctual payment of the Installment Payments and the Assignee Additional Payments.

Such pledge constitutes a lien on the System Net Revenues for the payment of the Installment Payments and the Assignee Additional Payments in accordance with the terms hereof, which lien on the System Net Revenues shall be on a parity with the pledge and lien which secures any Parity Debt.

Pursuant to Section 5451 of the Government Code of the State of California, the pledge of the System Net Revenues by the City for the payment of the Installment Payments and the Assignee Additional Payments constitutes a lien and security interest which immediately attaches to such System Net Revenues, and which shall be effective and binding against the City, its successors, creditors and all others asserting rights therein irrespective of whether those parties have notice of the pledge, irrespective of whether such amounts are or may be deemed to be a fixture and without the need for physical delivery, recordation, filing or further act.
(b) Allocation of System Revenues. The City has previously established the Wastewater Fund, which the City shall continue to hold and maintain for the purposes and uses set forth herein. In order to carry out and effectuate the pledge and lien contained herein, the City agrees and covenants that all System Revenues shall be received by the City in trust hereunder and shall be deposited when and as received in the Wastewater Fund, which fund the City agrees and covenants to maintain and to hold separate and apart from other funds so long as any Installment Payments remain unpaid. To the extent the City has an existing fund which satisfies the foregoing requirements, then such shall be deemed to be the “Wastewater Fund” and the City shall not be required to create a new fund. The City may maintain separate accounts within the Wastewater Fund. The Agenda Item #9.1.

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amounts in the Wastewater Fund shall be invested in Authorized Investments. Moneys in the Wastewater Fund shall be used and applied by the City as provided in this Agreement.

The City shall, from the moneys in the Wastewater Fund, pay all Operation and Maintenance Costs (including amounts reasonably required to be set aside in contingency reserves for Operation and Maintenance Costs, the payment of which is not then immediately required) as such Operation and Maintenance Costs become due and payable. Thereafter, all remaining moneys in the Wastewater Fund shall be set aside by the City at the following times for the transfer to the following respective special funds in the following order of priority; and all moneys in each of such funds shall be held in trust and shall be applied, used and withdrawn only for the purposes set forth in this Section. (i) Installment Payments. On or before each Installment Payment Date, the City shall, from the moneys in the Wastewater Fund, transfer to the Assignee the Installment Payment due and payable on such Installment Payment Date. The City shall also, from the moneys in the Wastewater Fund, transfer to the applicable trustee or other payee for deposit in the respective payment fund, without preference or priority, and in the event of any insufficiency of such moneys ratably without any discrimination or preference, any other Parity Obligation Payments becoming due in accordance with the provisions of any Parity Obligation. (ii) Reserve Account. On or before each Installment Payment Date, the City shall, from the remaining moneys in the Wastewater Fund, thereafter, without preference or priority, and in the event of any insufficiency of such moneys ratably without any discrimination or preference, transfer to the applicable trustee for such reserve accounts, if any, as may have been established in connection with Parity Obligations that sum, if any, necessary to restore such reserve accounts to an amount equal to the amount required to be maintained therein.
(iii) Surplus. Moneys on deposit in the Wastewater Fund not necessary to make any of the payments required above, may be expended by the City at any time for any purpose permitted by law, including but not limited to payments with respect to Subordinate Obligations and deposits to the Rate Stabilization Fund.
(c) Budget and Appropriation of Installment Payments. During the Term of this Agreement, the City will adopt all necessary budgets and make all necessary appropriations of the Installment Payments from the System Net Revenues. If any Installment Payment requires the adoption by the City of a supplemental budget or appropriation, the City will promptly adopt the same. The covenants on the part of the City contained in this subsection are duties imposed by law and it is the duty of each and every public official of the City to take such actions and do such things as are required by law in the performance of the official duty of such officials to enable the City to carry out and perform the covenants and agreements in this subsection.

SECTION 4.7. Rate Stabilization Fund. The City has previously established the Rate Stabilization Fund, which the City shall continue to hold and maintain for the purposes and uses set forth herein. The City may, during or within 210 days after a Fiscal Agenda Item #9.1.

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Year, deposit any legally available funds into the Rate Stabilization Fund. The City may at any time withdraw moneys from the Rate Stabilization Fund and deposit such amounts into the Wastewater Fund.

Notwithstanding anything to the contrary provided herein, System Net Revenues (but not other funds) deposited into the Rate Stabilization Fund shall not be taken into account as System Net Revenues for purposes of the calculations in Sections 5.5(b) and

5.7 in the Fiscal Year to which such deposit is attributable, and amounts withdrawn from the Rate Stabilization Fund and deposited into the Wastewater Fund, during or within 210 days after a Fiscal Year, may be taken into account as System Revenues for purposes of the calculations required under Sections 5.5(b) and 5.7 in such Fiscal Year; provided, that the limitation set forth above shall apply only to System Net Revenues deposited into the Rate Stabilization Fund in a Fiscal Year to avoid double-counting and not any other legally available funds. The amounts in the Rate Stabilization Fund shall be invested in the Authorized Investments.

SECTION 4.8. Special Obligation of the City; Obligations Absolute. The City’s obligation to pay the Installment Payments and any other amounts coming due and payable hereunder will be a special obligation of the City limited solely to the System Net Revenues. Under no circumstances is the City required to advance moneys derived from any source of income other than the System Net Revenues and other sources specifically identified herein for the payment of the Installment Payments and such other amounts, and no other funds or property of the City are liable for the payment of the Installment Payments.

The obligation of the City to make the Installment Payments from the System Net Revenues and to perform and observe the other agreements contained herein is absolute and unconditional and is not subject to any defense or any right of set-off, counterclaim or recoupment arising out of any breach by the Authority or the Assignee of any obligation to the City or otherwise with respect to the Wastewater System, whether hereunder or otherwise, or out of indebtedness or liability at any time owing to the City by the Authority or the Assignee. Until all of the Installment Payments, Assignee Additional Payments and other amounts coming due and payable hereunder have been fully paid or prepaid, the City:
(a) will not suspend or discontinue payment of any Installment Payments, Assignee Additional Payments or such other amounts,
(b) will perform and observe all other agreements contained in this Agreement, and
(c) will not terminate this Agreement for any cause, including, without limiting the generality of the foregoing, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Wastewater System, failure to complete the acquisition and construction of the Project by the estimated completion date thereof, sale of the Wastewater System, the taking by eminent domain of title to or temporary use of any component of the Wastewater System, commercial frustration of purpose, any change in the tax or law other laws of the United States of America or the State of California or any Agenda Item #9.1.

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political subdivision of either thereof or any failure of the Authority or the Assignee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement.

SECTION 4.9. Additional Payments. In addition to the Installment Payments and any Parity Debt, the City will pay when due the following amounts to the following parties:
(a) to the Authority, all costs and expenses (including but not limited to reasonable legal costs and expenses) incurred by the Authority to comply with or that result from the provisions of this Agreement; and (b) all costs and expenses of auditors, engineers and accountants and other professional services relating to the Wastewater System; and (c) all Excess Investment Earnings payable under Section 5.10(e); and (d) to the Assignee, any other amounts owing to the Assignee under the Assignment Agreement, other than amounts payable to the Assignee as Installment Payments.

The Assignee Additional Payments shall be payable from and secured by a pledge and lien upon the System Net Revenues as hereinafter provided. The Additional Payments (other than the Assignee Additional Payments) shall be payable from, but shall not be secured by, a pledge or lien upon any of the System Net Revenues. The rights of the Authority under this Section, and the obligations of the City under this Section, shall survive the termination of this Agreement. It is expressly understood that the provisions of this Section are and will be assigned to the Assignee.

ARTICLE V

COVENANTS OF THE CITY
SECTION 5.1. Disclaimer of Warranties. The Assignee makes no warranty or representation, either express or implied, as to the value, design, condition, merchantability or fitness for any particular purpose or fitness for the use contemplated by the City of the Project or any component thereof, or any other representation or warranty with respect to any of the Project or any component thereof. In no event shall the Authority or the Assignee be liable for incidental, indirect, special or consequential damages, in connection with or arising out of this Agreement for the existence, furnishing, functioning or use of the Project.

SECTION 5.2. Sale or Eminent Domain of Wastewater System. Except as provided herein, the City covenants that the Wastewater System will not be encumbered, sold, leased, pledged, any charge placed thereon, or otherwise disposed of, as a whole or substantially as a whole if such encumbrance, sale, lease, pledge, charge or other disposition would materially impair the ability of the City to pay the Installment Payments or the principal of or interest on any Parity Debt, or would materially adversely affect its ability to comply with the terms of this Agreement, Senior Debt or any Parity Debt Agenda Item #9.1.

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Documents. The City may not enter into any agreement which impairs the operation of the Wastewater System or any part of it necessary to secure adequate System Net Revenues to pay the Installment Payments or any Parity Debt, or which otherwise would impair the rights of the Assignee with respect to the System Net Revenues. If any substantial part of the Wastewater System is sold, the payment therefor must be used, at the option of the City, either (a) for the acquisition or construction of improvements and extensions or replacement facilities or (b) to prepay the Installment Payments and any Parity Debt, in the amounts determined by the City.

Any amounts received as awards as a result of the taking of all or any part of the Wastewater System by the lawful exercise of eminent domain, if and to the extent that such right can be exercised against such property of the City, will either (a) be used for the acquisition or construction of improvements and extension of the Wastewater System, or (b) be applied to prepay on a pro rata basis the Installment Payments and any Parity Debt on the next available prepayment date.

SECTION 5.3. Insurance. The City will at all times maintain with responsible insurers all such insurance on the Wastewater System as is customarily maintained with respect to works and properties of like character against accident to, loss of or damage to the Wastewater System. All amounts collected from insurance against accident to or destruction of any portion of the Wastewater System will be used, at the option of the City, either (a) to repair or rebuild such damaged or destroyed portion of the Wastewater System, or (b) to prepay the Installment Payments and any Parity Debt, in the amounts determined by the City.

The City will also maintain, with responsible insurers, worker's compensation insurance and insurance against public liability and property damage to the extent reasonably necessary to protect the City, the Authority and the Assignee.

Any policy of insurance required under this Section may be maintained as part of or in conjunction with any other insurance coverage carried by the City, and may be maintained in whole or in part in the form of self-insurance by the City or in the form of the participation by the City in a joint powers agency or other program providing pooled insurance.

SECTION 5.4. Records and Accounts. The City shall keep proper books of record and accounts of the Wastewater System in which complete and correct entries shall be made of all transactions relating to the Wastewater System. Said books shall, upon prior request, be subject to the reasonable inspection of the Authority upon not less than two Business Days’ prior notice to the City.

The City shall cause the books and accounts of the Wastewater System to be audited annually by an Independent Accountant. Such report may be part of a combined financial audit or report covering all or part of the City’s finances.

SECTION 5.5. Rates and Charges.
(a) The City will, at all times while any of the Installment Payments remain unpaid, fix, prescribe and collect rates, fees and charges and manage the operation of the Wastewater System for each Fiscal Year so as to yield System Revenues at least Agenda Item #9.1.

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sufficient, after making reasonable allowances for contingencies and errors in the estimates, to pay the following amounts during such Fiscal Year:
(i) All current Operation and Maintenance Costs.
(ii) The Installment Payments and the payments for the other Parity Debt and the Repayment Obligations and the payment of the Subordinate Obligations as they become due and payable.
(iii) All payments required for compliance with the terms hereof. (iv) All payments to meet any other obligations of the City which are charges, liens or encumbrances upon, or payable from, the System Net Revenues. (b) In addition to the requirements of the foregoing subsection (a) of this Section 5.5, the City will, at all times while any Installment Payments remain unpaid, to the maximum extent permitted by law, fix, prescribe and collect rates, fees and charges and manage the operation of the Wastewater System for each Fiscal Year so as to yield System Net Revenues during such Fiscal Year equal to at least 125% of the Annual Debt Service in such Fiscal Year; provided, an adjustment may be made to the amount of System Net Revenues as provided in Section 4.7.

The City may make or permit to be made adjustments from time to time in such rates, fees and charges and may make or permit to be made such classification thereof as it deems necessary, but shall not reduce or permit to be reduced such rates, fees and charges below those then in effect unless the System Revenues from such reduced rates, fees and charges will at all times be sufficient to meet the requirements of this Section.

SECTION 5.6. Superior and Subordinate Obligations. The City may not issue or incur any additional bonds or other obligations during the Term of this Agreement having any priority in payment of principal or interest out of the System Revenues or the System Net Revenues over the Installment Payments. Nothing herein limits or affects the ability of the City to issue or incur (a) Parity Debt under Section 5.7, or (b) obligations which are either unsecured or which are Subordinate Obligations.

SECTION 5.7. Issuance of Parity Debt. The City may issue or incur any Parity Debt during the Term hereof provided:
(a) the City shall be in compliance with all agreements, conditions, covenants and terms contained herein and in each Parity Debt Document required to be observed or performed by it, and a Certificate of the City to that effect shall have been filed with the Authority and the Assignee;
(b) the Parity Debt shall have been duly authorized pursuant to the Law and all applicable laws;
(c) the System Net Revenues for the last completed Fiscal Year or any 12 consecutive months within the last 18 months preceding the date of execution of such Parity Debt, as shown by a Certificate of the City on file with the Assignee, plus an allowance for increased System Net Agenda Item #9.1.

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Revenues arising from any increase in the rates, fees and charges of the System which was duly adopted by the governing board of the City prior to the date of the execution of such Parity Debt but which, during all or any part of such 12 month period, was not in effect, in an amount equal to the amount by which the System Net Revenues would have been increased if such increase in rates, fees and charges had been in effect during the whole of such 12 month period, as shown by a Certificate of the City on file with the Assignee, shall have produced a sum equal to at least 125% of the Maximum Annual Debt Service as calculated after the execution of such Parity Debt; provided, that in the event that all or a portion of such Parity Debt is to be issued for the purpose of refunding and retiring any Parity Debt then outstanding, interest and principal payments on the Parity Debt to be so refunded and retired from the proceeds of such Parity Debt being issued shall be excluded from the foregoing computation of Maximum Annual Debt Service; provided further, that the City may at any time issue Parity Debt without compliance with the foregoing conditions if the Annual Debt Service for each Fiscal Year during which such Parity Debt is outstanding will not be increased by reason of the issuance of such Parity Debt; and provided further, an adjustment may be made in the amount of System Net Revenues as provided in Section 4.7.
(d) The City will deliver to the Authority and the Assignee a written certificate of an Authorized Representative of the City certifying that the conditions precedent to the issuance of such Parity Debt set forth in subsections (a), (b) and (c) of this Section have been satisfied.

Nothing contained in this Section shall limit the issuance of any revenue bonds of the City payable from the System Net Revenues and secured by a lien and charge on the System Net Revenues if, after the issuance and delivery of such revenue bonds, none of the Installment Payments shall be unpaid. Furthermore, nothing contained in this Section shall limit the issuance of any Subordinate Obligations.

SECTION 5.8. Operation of Wastewater System in Efficient and Economical Manner; No Free Service. The City will operate the Wastewater System in an efficient and economical manner and to operate, maintain and preserve the Wastewater System in good repair and working order. The City will not permit any part of the Wastewater System or any facility thereof to be used or taken advantage of free of charge by any corporation, firm or person, or by any public agency (including the State of California and any city, county, public agency, political subdivision, public corporation or agency or any thereof), unless otherwise required by law or existing written agreements.

SECTION 5.9. Assignment and Amendment Hereof. This Agreement may not be assigned by the City in whole or in part. This Agreement may be amended by the City and the Authority, but only with the prior written consent of the Assignee.

SECTION 5.10. Tax Covenants.
(a) Generally. The City shall not take any action, or permit to be taken any action or omission within its control, which would cause or which, with the passage of time if not Agenda Item #9.1.

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cured would cause, the interest components of the Installment Payments to become includable in gross income of the Authority or its Assignee for federal income tax purposes. (b) Private Activity Bond Limitation. The City shall assure that the proceeds of the Installment Payments are not so used as to cause the Installment Payments to satisfy the private business tests of Section 141(b) of the Tax Code or the private loan financing test of section 141(c) of the Tax Code.
(c) Federal Guarantee Prohibition. The City shall not take any action, or permit to be taken any action or omission within its control, if the result of the same would be to cause the Installment Payments to be “federally guaranteed” within the meaning of Section 149(b) of the Tax Code.
(d) No Arbitrage. The City shall not take any action, or permit or suffer to be taken any action or omission within its control, with respect to the proceeds of the Installment Payments which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date would have caused the Installment Payments to constitute “arbitrage bonds” within the meaning of Section 148(a) of the Tax Code.
(e) Arbitrage Rebate. The City shall take any and all actions necessary to assure compliance with section 148(f) of the Tax Code, relating to the rebate of Excess Investment Earnings, if any, to the federal government, to the extent that such section is applicable to this Agreement.
(f) Record Retention. The City will retain its records of all accounting and monitoring it carries out with respect to this Agreement for at least three years after the payment or prepayment in full of the Installment Payments, whichever is earlier, or for such lesser period of time as may be permitted under the Tax Code. (g) Acquisition, Disposition and Valuation of Investments. Except as otherwise provided in the following sentence, the City covenants that all investments of amounts deposited in any fund or account created by or under this Agreement, or otherwise containing gross proceeds of this Agreement (within the meaning of Section 148 of the Tax Code) shall be acquired, disposed of, and valued (as of the date that valuation is required by this Agreement or the Tax Code) at Fair Market Value. Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Tax Code shall be valued at their present value (within the meaning of Section 148 of the Tax Code).

For purposes of this subsection, the term “Fair Market Value” means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of Section 1273 of the Tax Code) and, otherwise, the term “Fair Market Value” means the acquisition price in a bona fide arm's length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Tax Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance Agenda Item #9.1.

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with applicable regulations under the Tax Code, (iii) the investment is a United States Treasury Security – State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) any commingled investment fund in which the City and related parties do not own more than a 10% beneficial interest therein if the return paid by the fund is without regard to the source of the investment.
(h) Small Issuer Exemption from Bank Nondeductibility Restriction. The City hereby designates this Agreement for purposes of paragraph (3) of Section 265(b) of the Tax Code and represents that not more than $10,000,000 aggregate principal amount of obligations the interest on which is excludable (under Section 103(a) of the Tax Code) from gross income for federal income tax purposes (excluding (i) private activity bonds, as defined in Section 141 of the Tax Code, except qualified 501(c)(3) bonds as defined in Section 145 of the Tax Code and (ii) current refunding obligations to the extent the amount of the refunding obligation does not exceed the outstanding amount of the refunded obligation), including this Agreement, has been or will be issued by the City, including all subordinate entities of the City, during the calendar year 2023.

SECTION 5.11. Discharge of Claims. The City covenants that in order to fully preserve and protect the priority and security of the Installment Payments the City shall pay from the System Net Revenues and discharge all lawful claims for labor, materials and supplies furnished for or in connection with the Wastewater System which, if unpaid, may become a lien or charge upon the System Net Revenues prior or superior to the lien of the Installment Payments and impair the security of the Installment Payments. The City shall also pay from the System Net Revenues all taxes and assessments or other governmental charges lawfully levied or assessed upon or in respect of the Wastewater System or upon any part thereof or upon any of the System Net Revenues therefrom.

SECTION 5.12. Enforcement of and Performance Under Contracts. The City shall enforce all material provisions of any contracts to which it is a party, an assignee, successor in interest to a party or third-party beneficiary, in any case where such contracts provide for material payments or services to be rendered to the Wastewater System.

Further, the City will comply with, keep, observe and perform all material agreements, conditions, covenants and terms, express or implied, required to be performed by it, contained in all contracts affecting or involving the Wastewater System, to the extent that the City is a party thereto.

SECTION 5.13. Collection of Charges, Fees and Rates. The City will have in effect at all times rules and regulations requiring each user of the Wastewater System to pay the applicable charges, fees and rates and providing for the billing thereof and for a due date and a delinquency date for each bill. In each case where such bill remains unpaid in whole or in part after it becomes delinquent, the City will enforce the collection procedures contained in such rules and regulations.

SECTION 5.14. Reporting and Filing Requirements. During the Term of this Agreement, the City shall make the following filings with the Assignee:
(a) Audited Financial Statements. The City shall file with the Assignee the City’s audited financial statements for each Fiscal Year by no later than the 270 days following the close of such Fiscal Year.

Agenda Item #9.1.

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(b) Annual Budgets. The City shall file with the Assignee the annual budget for each Fiscal Year within 45 days of the adoption of such budget. (c) Event of Default. The City shall immediately notify the Assignee by email, promptly confirmed in writing, of any event, action or failure to take any action which constitutes an Event of Default under this Agreement. (D) Additional Information. The City shall file with the Assignee such additional information as the Assignee may reasonably request in writing, within a reasonable period of time after the receipt of such written request by the City.

ARTICLE VI

EVENTS OF DEFAULT
SECTION 6.1. Events of Default Defined. The following events constitute Events of Default hereunder:
(a) Failure by the City to pay any Installment Payment by the applicable Installment Payment Date or failure to make any other payment required to be paid hereunder at the time specified herein. (b) Failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed in this Agreement other than as referred to in clause (a) of this Section, for a period of 30 days after written notice specifying such failure and requesting that it be remedied has been given to the City by the Assignee or the Authority; provided, however, that if the failure stated in the notice cannot be corrected within such 30-day period, the Authority shall not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the City within such 30-day period and diligently pursued until the default is corrected.
(c) The filing by the City of a petition or answer seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or the approval by a court of competent jurisdiction of a petition filed with or without the consent of the City seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction assumes custody or control of the City or of the whole or any substantial part of its property. (d) Any statement, representation or warranty made by the City in or pursuant to this Agreement or its execution, delivery or performance shall prove to have knowingly been false, incorrect, misleading or breached in any material respect on the date when made.

Agenda Item #9.1.

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(e) The occurrence of any event defined to be an event of default under any Parity Debt Documents.

In the case of any Event of Default specified in Section 6.1(c), the entire principal amount of the unpaid Installment Payments and the accrued interest thereon and any other unpaid amount required to be paid hereunder shall automatically become due and payable immediately and thereupon said unpaid Installment Payment and any other unpaid amount required to be paid hereunder becomes immediately due and payable, anything contained herein to the contrary notwithstanding.

In the case of any Event of Default specified in Section 6.1 above (including any Event of Default specified in Section 6.1(c)), the Assignee may declare the entire principal amount of the unpaid Installment Payments and the accrued interest thereon and any other unpaid amount required to be paid hereunder to be due and payable immediately, and upon any such declaration said unpaid Installment Payment and any other unpaid amount required to be paid hereunder becomes immediately due and payable, anything contained herein to the contrary notwithstanding.

This Section is subject to the condition, however, that if at any time after the entire principal amount of the unpaid Installment Payments and the accrued interest thereon have been so declared due and payable, and before any judgment or decree for the payment of the money due has been obtained or entered, the City shall deposit with the Authority a sum sufficient to pay the unpaid principal amount of the Installment Payments due and payable prior to such declaration and the accrued interest thereon and any other unpaid amount required to be paid hereunder, with interest on such overdue installments at the rate or rates applicable to such unpaid principal amounts of the Installment Payments if paid in accordance with their terms, and the reasonable expenses of the Authority, and any and all other defaults known to the Authority (other than in the payment of the entire principal amount of the unpaid Installment Payments and the accrued interest thereon due and payable solely by reason of such declaration) have been cured to the satisfaction of the Authority or provision deemed by the Authority to be adequate has been made therefor, then and in every such case the Authority, by written notice to the City, may rescind and annul such declaration and its consequences; but no such rescission and annulment extends to or affects any subsequent default or shall impair or exhaust any right or power consequent thereon
SECTION 6.2. Application of System Net Revenues Upon Acceleration. All System Net Revenues upon the date of the declaration of acceleration by the Authority as provided in Section 6.1 and all System Net Revenues thereafter received will be applied in the following order:

First, to the payment of the costs and expenses of the Authority, if any, in carrying out the provisions of this Article, including reasonable compensation to its agents, accountants and counsel and including any indemnification expenses; Second, to the payment of the interest then due and payable on the entire principal amount of the unpaid Installment Payments, and, if the amount available is not sufficient to pay in full all such interest then due and payable, then to the payment thereof ratably, according to the amounts due thereon without any discrimination or preference; and Agenda Item #9.1.

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Third, to the payment of the unpaid principal amount of the Installment Payments which has become due and payable, whether on the original due date or upon acceleration, with interest on the overdue principal and interest amounts of the unpaid Installment Payments at the rate or rates of interest then applicable to such Installment Payments if paid in accordance with their terms, and, if the amount available shall not be sufficient to pay in full all the amounts due with respect to the Installment Payments on any date, together with such interest, then to the payment thereof ratably, according to the principal amount due on such date, without any discrimination or preference; and Fourth, to the payment of any other amount required to be paid hereunder.

SECTION 6.3. Other Remedies on Default. If an Event of Default occurs and is continuing, the interest rate shall increase to the Default Rate, and the Assignee has the right, at its option and without any further demand or notice, to take any one or more of the following actions:
(a) Apply to and obtain from any court of competent jurisdiction such decree or order as may be necessary to require officials of the City to charge and collect rates for services provided by the City and the Wastewater System sufficient to meet all requirements of this Agreement.
(b) Take whatever action at law or in equity, including specific enforcement, mandamus, or any equitable remedies available, as may be desirable and permitted by law to collect the Installment Payments then due or thereafter to become due during the Term of this Agreement, or enforce performance and observance of any obligation, agreement or covenant of the City under this Agreement.

SECTION 6.4. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Authority is intended to be exclusive and every such remedy will be cumulative and will be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default will impair any such right or power or will be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority to exercise any remedy reserved to it in this Article, it is not necessary to give any notice, other than such notice as may be required in this Article or by law.

SECTION 6.5. Agreement to Pay Attorneys’ Fees and Expenses. If either party to this Agreement defaults under any of the provisions hereof and the non-defaulting party employs attorneys or incurs other expenses for the collection of moneys or the enforcement or performance or observance of any obligation or agreement on the part of the defaulting party herein contained, the defaulting party agrees that it will on demand therefor pay to the non-defaulting party the reasonable fees and expenses of such attorneys and such other expenses so incurred. The provisions of this Section will survive the expiration of the Term of this Agreement.

SECTION 6.6. No Additional Waiver Implied by One Waiver. If any agreement contained in this Agreement is breached by either party and thereafter waived by the other Agenda Item #9.1.

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party, the waiver will be limited to the particular breach so waived and will not be deemed to waive any other breach hereunder.

SECTION 6.7. Liability Limited to System Net Revenues. Notwithstanding any provision of this Agreement, the City's liability to pay the Installment Payments and other amounts hereunder is limited solely to System Net Revenues as provided in Article IV. If the System Net Revenues are insufficient at any time to pay an Installment Payment in full, the City is not liable to pay or prepay such Installment Payment other than from System Net Revenues.

SECTION 6.8. Rights of Assignee. Such rights and remedies as are granted to the Authority under this Article or under this Agreement shall be exercised by the Assignee, as assignee of the rights of the Authority hereunder, in accordance with the provisions of the Assignment Agreement.

ARTICLE VII

PREPAYMENT OF INSTALLMENT PAYMENTS
SECTION 7.1. Prepayment. The City has the right to prepay the Installment Payments, but only in the manner, at the times and in all respects in accordance with the provisions of this Article.

SECTION 7.2. Optional Prepayment. The City may, at its option, prepay the Installment Payments, in whole or in part, on any date on or after April 1, 2027, at a prepayment price equal to the principal amount of Installment Payments being prepaid together with accrued interest thereon, without premium.

Notice of prepayment shall be given by the City not less than 30 calendar days prior to the prepayment date, to the Authority and the Assignee at their respective addresses set forth in Section 8.2 or at such other address as is furnished to the City in writing by the Authority or the Assignee. Any notice mailed as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Authority or the Assignee receives such notice.

If notice of prepayment is given as aforesaid, the Installment Payments shall become due and payable at the prepayment price and on the prepayment date therein designated and if, on the designated prepayment date, money for the payment of the prepayment price have been paid, then from and after the prepayment date, interest on the principal amount of the prepaid Installment Payments shall cease to accrue and become payable.

SECTION 7.3. Prepayment From Net Proceeds of Insurance or Eminent Domain.

The City may prepay the unpaid principal balance of the Installment Payments in whole or in part, on any date, if and to the extent the City determines to apply any proceeds of insurance award or condemnation award with respect to the Wastewater System for such purpose in accordance with Sections 5.2 or 5.3, at a prepayment price equal to 100% of the principal amount to be prepaid plus accrued interest to the prepayment date, without premium.

Agenda Item #9.1.

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SECTION 7.4. No Surrender of Agreement Required. No surrender of this Agreement shall ever be required as a condition for payment or otherwise. The Authority, the City, and the Assignee agree that this Agreement shall terminate, excepting those provisions expressly surviving termination of this Agreement.

ARTICLE VIII

MISCELLANEOUS
SECTION 8.1. Further Assurances. The City agrees that it will execute and deliver any and all such further agreements, instruments, financing statements or other assurances as may be reasonably necessary or requested by the Authority, the Assignee to carry out the intention or to facilitate the performance of this Agreement, including, without limitation, to perfect and continue the security interests herein intended to be created.

SECTION 8.2. Notices. Any notice, request, complaint, demand or other communication hereunder shall be given by first class mail, personal delivery or email or other form of electronic communication, to the party entitled thereto, at its respective address set forth below. Notice shall be effective (a) 48 hours after deposit in the United States mail, postage prepaid, (b) in the case of personal delivery to any person, upon actual receipt, and (c) upon transmission by email or other form of electronic communication. The City, the Authority and the Assignee may, by written notice to the other parties, from time to time modify the address or number to which communications are to be given hereunder.

If to the City
or the Authority
City of St. Helena
1088 College Avenue
St. Helena, California 94574
Attention: Administrative Services Director
Email: [email protected]
If to the Assignee: JPMorgan Chase Bank, N.A.
________
________
Attention: ________
Email: ________
The Authority, the City and the Assignee, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent.

SECTION 8.3. Third Party Beneficiary. The Assignee is hereby made a third-party beneficiary under this Agreement with all rights of a third-party beneficiary.

SECTION 8.4. Governing Law. This Agreement will be construed in accordance with and governed by the laws of the State of California.

Agenda Item #9.1.

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SECTION 8.5. Binding Effect. This Agreement inures to the benefit of and is binding upon the Authority, the City and the Assignee, and their respective successors and assigns.

SECTION 8.6. Severability of Invalid Provisions. If any one or more of the provisions contained in this Agreement are for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions will be deemed severable from the remaining provisions contained in this Agreement and such invalidity, illegality or unenforceability will not affect any other provision of this Agreement, and this Agreement will be construed as if such invalid or illegal or unenforceable provision had never been contained herein. The Authority and the City each hereby declares that it would have entered into this Agreement and each and every other Section, paragraph, sentence, clause or phrase hereof irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses or phrases of this Agreement may be held illegal, invalid or unenforceable.

SECTION 8.7. Article and Section Headings and References. The headings or titles of the several Articles and Sections hereof, and any table of contents appended to copies hereof, will be solely for convenience of reference and do not affect the meaning, construction or effect of this Agreement. All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement; the words “herein,” “hereof,” “hereby,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof; and words of the masculine gender mean and include words of the feminine and neuter genders.

SECTION 8.8. Payment on Non-Business Days. Whenever any payment is required to be made hereunder on a day which is not a Business Day, such payment will be made on the immediately preceding Business Day.

SECTION 8.9. Execution of Counterparts. This Agreement may be executed in any number of counterparts, each of which for all purposes is deemed to be an original and all of which together constitutes but one and the same instrument.

SECTION 8.10. Waiver of Personal Liability. No member of the City Council, officer, agent or employee of the City has any individual or personal liability for the payment of Installment Payments or Additional Payments or be subject to any personal liability or accountability by reason of this Agreement; but nothing herein contained shall relieve any such member of the City Council, officer, agent or employee from the performance of any official duty provided by law or by this Agreement.

SECTION 8.11. Defeasance. If and when all of the Installment Payments shall be paid in any one or more of the following ways:
(a) by paying or causing to be paid the principal and interest with respect to the Installment Payments as and when the same become due and payable in good and indefeasible funds via check or wire transfer as may from time to time be directed by the Assignee;
(b) by depositing with an escrow agent or other fiduciary, in trust, at or before the final stated Installment Payment Date, money which is fully Agenda Item #9.1.

-32-
sufficient to pay and discharge the Installment Payments, including all principal and interest and prepayment premium, (if any) at or before their respective Installment Payment Dates;
(c) by depositing with an escrow agent or other fiduciary, in trust, Federal Securities in such amount as an independent certified public accountant shall determine in writing will, together with the interest to accrue thereon and without reinvestment, be fully sufficient to pay and discharge the Installment Payments, including all principal and interest and prepayment premium, (if any), at or before their respective Installment Payment Dates; or
(d) by depositing with an escrow agent or other fiduciary, under an escrow deposit and trust agreement, security for the payment and discharge of the Installment Payments, including all principal and interest and prepayment premium (if any) in form and substance acceptable to the Authority, or its assign, in its sole discretion, said security to be applied to pay the Installment Payments, including all principal and interest and prepayment premium (if any) in full on the earliest possible date;
all obligations of the City with respect to this Agreement shall cease and terminate and this Agreement shall be discharged, except for any provision herein which expressly states that it survives termination. The City shall provide to the Authority and the Assignee at least 30 calendar days prior written notice of its intent to discharge its obligations with respect to this Agreement by satisfying the conditions of this Section, and shall provide the Authority and the Assignee with an opinion of Bond Counsel stating that (i) the deposit and application of funds under this Section does not, of itself, cause the interest components of the Installment Payments to be includable in gross income for federal tax purposes, and (ii) as a result of the deposit and application of funds under this Section, all obligations of the City with respect to this Agreement have ceased and terminated and this Agreement has been discharged.
[Signature Page Follows]

Agenda Item #9.1.

-33-
[SIGNATURE PAGE TO INSTALLMENT SALE AGREEMENT]
IN WITNESS WHEREOF, the Authority and the City have caused this Agreement to be executed in their respective names by their duly authorized officers, all as of the date first above written.

ST. HELENA FINANCING AUTHORITY
By:

Mandy Kellogg
Treasurer
CITY OF ST. HELENA
By:

Mandy Kellogg
Administrative Services Director
Agenda Item #9.1.

APPENDIX A

SCHEDULE OF INSTALLMENT PAYMENTS
Installment
Payment Date
Principal
Component
Interest
Component
Aggregate
Installment Payment

Totals:

Agenda Item #9.1.

Jones Hall Draft of Nov. 1, 2023

ASSIGNMENT AGREEMENT
This ASSIGNMENT AGREEMENT (this “Agreement”), dated as of November 29, 2023, is among the ST. HELENA FINANCING AUTHORITY, a joint exercise of powers authority duly organized and existing under the laws of the State of California (the “Authority”), JP MORGAN CHASE BANK, N.A., a national banking association, as assignee (including its successors and assigns, the “Assignee”), and the CITY OF ST. HELENA, a general law city and municipal corporation duly organized and existing under the Constitution and laws of the State of California (the “City”).

BACKGROUND:

1. The City owns and operates a system for the collection, treatment and disposal of wastewater within the service area of the City (the “Wastewater System”).

2. The City wishes to finance a portion of the costs of new treatment facilities for the Wastewater System, including construction and acquisition of a membrane bioreactor system, retrofitting and rehabilitation of aging facilities and various other related improvements (the “Project”).

3. The Authority has been formed for the purpose of assisting the City in the financing and refinancing of public capital improvements.

4. In order to provide funds to finance the a portion of the costs of Project, the Authority and the City have entered into an Installment Sale Agreement dated as of November 29, 2023 (the “Installment Sale Agreement”) under which the Authority agrees to provide financing for a portion of the costs of the Project and to sell the completed Project to the City in consideration of the agreement by the City to pay the purchase price of the Project in semi-annual installment payments (the “Installment Payments”).

5. For the purpose of obtaining the moneys required to finance a portion of the costs of the Project in accordance with the terms of the Installment Sale Agreement, the Authority has agreed to assign and transfer certain of its rights under the Installment Sale Agreement to the Assignee, including but not limited to its right to receive and enforce the payment of the Installment Payments, under this Agreement.

AGREEMENT:

In consideration of the material covenants contained in this Agreement, the parties hereto hereby formally covenant, agree and bind themselves as follows:

SECTION 1. Defined Terms. All capitalized terms not otherwise defined herein have the respective meanings given those terms in the Installment Sale Agreement.

SECTION 2. Assignment. In consideration for the agreement of the Assignee to make Advances from time to time under the Installment Sale Agreement, subject to the terms and conditions of the Installment Sale Agreement, the Authority hereby assigns to the Assignee all of the Authority’s rights, title and interest under the Installment Sale Agreement (excepting only the Authority’s rights to indemnification and to payment or

ATTACHMENT B
Agenda Item #9.1.

2 reimbursement of its reasonable costs and expenses under the Installment Sale Agreement), including but not limited to:
(a) the right to receive and collect all of the Installment Payments from the City under the Installment Sale Agreement; and
(b) the right to exercise such rights and remedies conferred on the Authority under the Installment Sale Agreement as may be necessary or convenient (i) to enforce payment of the Installment Payments and any amounts required to be credited to the payment or prepayment thereof, or (ii) otherwise to protect the interests of the Authority in the event of a default by the City under the Installment Sale Agreement; The assignment made under this Section is absolute and irrevocable, and without recourse to the Authority.

SECTION 3. Acceptance. The Assignee hereby accepts the assignments made herein.

SECTION 4. Representations and Warranties of the Authority. The Authority hereby represents, warrants and covenants to and with the City and the Assignee as follows:
(a) The Installment Sale Agreement is free and clear of all claims, liens, security interests, encumbrances of any kind or character created by, through or under the Authority, except the rights of the City thereunder, and except as contemplated in the Installment Sale Agreement. The Installment Sale Agreement is and shall remain free of all claims, liens, security interests and encumbrances arising through any act or omission of the Authority.
(b) The Authority has complied with and performed all of its obligations under the Installment Sale Agreement and all related documents and instruments.
(c) The Installment Sale Agreement delivered to the Assignee herewith is an original and constitutes the entire writing, obligation and agreement between the Authority and City respecting the Installment Payments due thereunder.

SECTION 5. Representations and Warranties of the Assignee. The Assignee hereby certifies, represents, warrants, acknowledges, and covenants to and with the City and the Authority as follows:
(a) The Assignee acknowledges that the City will rely on the certifications, representations, warranties, acknowledgements, and covenants contained in this Agreement.
(b) The Assignee is authorized to acquire an assignment of the Installment Sale Agreement as set forth herein.

Agenda Item #9.1.

3 (c) The Assignee is a “qualified institutional buyer” (a “Qualified Institutional Buyer”) within the meaning of Rule 144A promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or is an “accredited investor” as described in Section 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act (an “Institutional Accredited Investor”).
(d) The Assignee is not acquiring an assignment of the Installment Sale Agreement for more than one account, has no present intention to reassign the Installment Sale Agreement, and is not acquiring an assignment of the Installment Sale Agreement with a view to distributing or re-assigning the Installment Sale Agreement. (e) The Assignee has sufficient knowledge and experience in financial and business matters, including the purchase and ownership of municipal bonds and other obligations similar to the Installment Sale Agreement, to be capable of evaluating the merits and risks of the Installment Sale Agreement, and the Assignee is able to bear the economic risks of the Installment Sale Agreement.
(f) The Assignee recognizes that the Installment Sale Agreement involves significant risks, that there is no established market for the Installment Sale Agreement and that none is likely to develop and, accordingly, that the Assignee must bear the economic risk of the Installment Sale Agreement for an indefinite period of time. (g) The Assignee is not relying upon the City or any of its employees or agents for advice as to the merits and risks of the Installment Sale Agreement. The Assignee has sought such accounting, legal and tax advice as it has considered necessary to make an informed lending decision.
(h) The Assignee has conducted its own independent examination of, and has had an opportunity to ask questions and receive answers concerning the City, the Project, the Wastewater System, the Gross Revenues and the Net Revenues, the Installment Sale Agreement, and the security therefor, and the transactions and documents related to or contemplated by the foregoing.
(i) The Assignee has been furnished with all documents and information regarding the City, the Project, the Wastewater System, the Gross Revenues and the Net Revenues, the Installment Sale Agreement, and the security therefor, and the transactions and documents related to or contemplated by the foregoing, and all matters related thereto, that it has requested.
(j) The Assignee understands that the offering and sale of the Installment Sale Agreement by the City were exempt from Rule 15c2- 12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, pursuant to Section (d)(1)(i) of said Rule.

Agenda Item #9.1.

4 (k) The Assignee understands that the Installment Sale Agreement carries no rating from any rating service.
(l) The Assignee understands that the Installment Sale Agreement is not registered under the Securities Act and is not registered or otherwise qualified for sale under the “blue sky” laws and regulations of any state.
(m) The person executing this Agreement on behalf of the Assignee is duly authorized to do so on the Assignee’s behalf.

SECTION 6. Limitations on Further Assignments. The Assignee may resell or otherwise transfer all (but not less than all) of its interest in the Installment Sale Agreement, but only to an institution that (i) the Assignee reasonably believes is either a Qualified Institutional Buyer, or an Institutional Accredited Investor and is purchasing the Installment Sale Agreement for its own account, (ii) delivers to the City and the Authority an executed Investor Letter containing substantially the representations and warranties set forth in Section 5, and (iii) otherwise complies in all respects with the provisions of the Installment Sale Agreement regarding such sale or transfer.

SECTION 7. [Reserved].

SECTION 8. Expenses. The fees and disbursements of Bond Counsel, the fees and disbursements of the municipal advisor to the City or the Authority, CDIAC fees, fees of Assignee’s legal counsel (if any), and other miscellaneous expenses of the City or the Authority incurred in connection with the offering and delivery of the Installment Sale Agreement shall all be the obligation of the Authority. The Assignee shall have no responsibility for any expenses associated with the Installment Sale Agreement, including, but not limited to, the expenses identified above as the obligation of the City or the Authority.

SECTION 9. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which is an original and all together constitute one and the same agreement. Separate counterparts of this Agreement may be separately executed by the Assignee and the Authority, both with the same force and effect as though the same counterpart had been executed by the Assignee and the Authority.

SECTION 10. Binding Effect. This Agreement inures to the benefit of and binds the Authority and the Assignee, and their respective successors and assigns, subject, however, to the limitations contained herein.

SECTION 11. Governing Law. This Agreement is governed by the Constitution and laws of the State of California.

SECTION 12. No Sovereign Immunity. The Authority hereby represents that it does not possess and will not invoke a claim of sovereign immunity for disputes arising out of contractual claims relating to this Agreement. To the extent the Authority has or hereafter may acquire under any applicable law any rights to immunity from legal proceedings on the grounds of sovereignty, the Authority hereby waives and agrees not to claim, to the Agenda Item #9.1.

5 extent permitted by law, such rights to immunity for itself in respect of its obligations arising under or related to this Agreement.

SECTION 13. Arm’s Length Transaction. The transaction described in this Agreement is an arm’s length, commercial transaction between the City and the Authority, on one hand, and the Assignee, on the other, in which: (i) the Assignee is acting solely as a principal (i.e., as Assignee) and for its own interest; (ii) the Assignee is not acting as a municipal advisor or financial advisor to the City or the Authority; (iii) the Assignee has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to the City or the Authority with respect to this transaction and the discussions, undertakings and procedures leading thereto (irrespective of whether the Assignee or any of its affiliates has provided other services or is currently providing other services to the City or the Authority on other matters); (iv) the only obligations the Assignee has to the City and the Authority with respect to this transaction are set forth in this Agreement or the Installment Sale Agreement; and (v) the Assignee is not recommending that the City or the Authority take an action with respect to the transaction described in this Agreement and the other Basic Documents, and before taking any action with respect to the this transaction, the City or the Authority should discuss the information contained herein with the City’s or the Authority’s own legal, accounting, tax, financial and other advisors, as the City’s or the Authority’s deems appropriate.
[Signature Page Follows]
Agenda Item #9.1.

6 [SIGNATURE PAGE TO ASSIGNMENT AGREEMENT]
IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized officers as of the day and year first written above.

ST. HELENA FINANCING AUTHORITY, as
Assignor
By
Mandy Kellogg
Treasurer
CITY OF ST. HELENA
By
Mandy Kellogg
Administrative Services Director
JPMORGAN CHASE BANK, N.A.,
as Assignee
By
Name
Title
Agenda Item #9.1.

Installment Sale Agreement (the “2023 Sewer Bond”)
City Council / St. Helena Financing Authority November 14, 2023 "Independent Registered Municipal Advisor"
Agenda Item #9.1.

1 Outline• Existing Debt Obligations of the Sewer Enterprise Fund• Summary of the RFP Responses• Estimated Financing Summary• Costs of Issuance• Estimated Amortization• Estimated Debt Service (“All Obligations)• Estimated Debt Service Profile (“All Obligations”)• Pro Forma Cash Flow and Coverage• Proposed Financing, Financing Team and Recommended Action• Questions and Discussion Agenda Item #9.1.

2 Existing Debt Obligations of the Sewer Enterprise Fund California Statewide Communities Development Authority
Water and Wastewater Revenue Bonds (Pooled Financing Program) Series 2005B
Principal Payments: October 1, 2023 to October 1, 2030Remaining Amount: $940,000Interest Rates: 4.30% to 4.375% (2023 to 2030)Purpose: Funded $2,104,000 of Sewer System Improvements____________________________________________________________________________________ California Statewide Communities Development Authority
Water and Wastewater Revenue Bonds
Series 2012
Principal Payments: October 1, 2023 to October 1, 2032Remaining Amount: $917,392Interest Rates: 3.00% to 4.00% (2023 to 2032)Purpose: Funded Approximately $1,555,435 of Sewer System Improvements____________________________________________________________________________________ City of St. Helena
2022 Installment Sale Agreement
Principal Payment: April 1, 2025Remaining Amount: $9,362,000Interest Rates: Variable (SOFR), Currently 4.798% (5.31% * 80% + 55bp)Purpose: Funded $9,362,000 of Sewer Plant Improvements (To Be Repaid from Proceeds of USDA Loan After Project Completion)
Agenda Item #9.1.

3 Summary of the RFP Responses
Western
Alliance
Webster
Bank
JP Morgan
Chase Bank
Flagstar
Public
Funding
Capital
One
CA Bank
and Trust

5.88%6.05%

5.06%5.26%
No Call 4.26%
Callable

5.02% (*)
n/a

5.23%
n/a

5.29%5.37%

5.57%5.69%
Interest Rates15yr
20yr
Two Weeks
Prior to
Closing
Rate
Locked
Through
December
8th
Locked Upon
Acceptance of
RFP (*)
30 Days
Prior to
Closing
Rate
Locked
Through
November
29th
Upon Credit
Approval
Rate Lock
15yr: on or
before
10/1/28 @
103%, DTP
10/1/30
20yr: on or
before
10/1/31 @
103%, DTP
10/1/33
15yr: 4/1/32
@ 102%
DTP 4/1/34
20yr: 4/1/32
@102%,
4/1/33 @
102%
4/1/34 @
101%, par
thereafter
15yr: Callable
Option: any
date on or
after 4/1/27 @
100%
n/a
15yr:
10/1/28 @
101.5%
DTP 4/1/32
Other: par
call any
time after
10/1/24 for
$25k fee
15yr: any
date after
10/1/31 @
100%
20yr: any
date after
10/1/33 at
100%
15yr any
time at
100%
20yr: any
time at
100%
Prepayment
Bank Counsel Fee n/a n/a n/a $10k n/a $15k
Rate Covenant / ABT 1.25x 1.20x 1.20x 1.25x 1.20x 1.20x (*) The Financing Team expects to lock the interest rate on November 15th upon review and approval by the City Council / Authority on November 14th.

Agenda Item #9.1.

4 Estimated Financing Summary
Principal Amount $2,975,000Project Fund $2,873,610Costs of Issuance $101,390Total Interest $1,490,849Total Debt Service $4,465,849Final Maturity FY 2039 (15yrs)Interest Rate (1) 5.02% “All-In” TIC (2) 5.48%
(1) The Financing Team expects to lock the interest rate on November 15th upon review and approval by the City Council / Authority on November 14th. (2) Includes $101,390 in Costs of Issuance
Agenda Item #9.1.

5 Costs of Issuance
Role Party Total NotesBond Counsel Jones Hall $32,500.00 Per ProposalMunicipal Del Rio Advisors, LLC $27,500.00 Per ContractAdvisorMA Expenses Del Rio Advisors, LLC $750.00 NTE AmountPlacement Agent Brandis Tallman $25,000.00 Per ProposalBank Counsel TBD $10,000.00 Per RFPRegulatory CDIAC $743.75 CDIAC Formula Rounding / $4,896.25 Miscellaneous
ContingencyTotal $101,390.00
Agenda Item #9.1.

6 Estimated Amortization
Period Ending Principal Coupon Interest Debt Service
4/1/2024 40,000 5.020% 50,611.36 90,611.364/1/2025 81,000 5.020% 146,333.00 227,333.004/1/2026 87,000 5.020% 142,216.60 229,216.604/1/2027 98,000 5.020% 137,698.60 235,698.604/1/2028 100,000 5.020% 132,728.80 232,728.804/1/2029 100,000 5.020% 127,708.80 227,708.804/1/2030 100,000 5.020% 122,688.80 222,688.804/1/2031 100,000 5.020% 117,668.80 217,668.804/1/2032 178,000 5.020% 111,695.00 289,695.004/1/2033 186,000 5.020% 102,659.00 288,659.004/1/2034 309,000 5.020% 91,790.70 400,790.704/1/2035 324,000 5.020% 76,103.20 400,103.204/1/2036 341,000 5.020% 59,637.60 400,637.604/1/2037 358,000 5.020% 42,293.50 400,293.504/1/2038 377,000 5.020% 24,096.00 401,096.004/1/2039 196,000 5.020% 4,919.60 200,919.60 2,975,000 1,490,849.36 4,465,849.36
Agenda Item #9.1.

7 Estimated Debt Service (“All Obligations”)
Fiscal Fiscal Year
Year Series 2005B Series 2012 BANs Interest (1) USDA Loan (2) Series 2023 Bonds (3) Debt Service 2024 138,821.25 112,847.90 468,100.00 - 90,611.36 810,380.51 2025 139,413.75 112,608.85 - 472,480.00 227,333.00 951,835.602026 139,750.00 112,560.06 - 472,560.00 229,216.60 954,086.662027 139,828.13 111,663.44 - 472,480.00 235,698.60 959,670.162028 139,687.50 111,662.61 - 473,240.00 232,728.80 957,318.912029 139,328.13 111,912.80 - 472,800.00 227,708.80 951,749.732030 138,750.00 112,434.72 - 473,200.00 222,688.80 947,073.522031 137,953.13 111,717.46 - 473,400.00 217,668.80 940,739.392032 - 111,935.02 - 473,400.00 289,695.00 875,030.022033 - 111,978.66 - 473,200.00 288,659.00 873,837.662034 - - - 472,800.00 400,790.70 873,590.702035 - - - 473,200.00 400,103.20 873,303.202036 - - - 473,360.00 400,637.60 873,997.602037 - - - 473,280.00 400,293.50 873,573.50 2038 - - - 472,960.00 401,096.00 874,056.002039 - - - 473,400.00 200,919.60 674,319.602040 - - - 472,560.00 - 472,560.002041 - - - 472,480.00 - 472,480.002042 - - - 473,120.00 - 473,120.002043 - - - 473,440.00 - 473,440.002044 - - - 473,440.00 - 473,440.002045 - - - 473,120.00 - 473,120.002046 - - - 473,480.00 - 473,480.002047 - - - 472,480.00 - 472,480.002048 - - - 473,160.00 - 473,160.002049 - - - 473,440.00 - 473,440.002050 - - - 473,320.00 - 473,320.002051 - - - 472,800.00 - 472,800.002052 - - - 472,880.00 - 472,880.00 2053 - - - 472,520.00 - 472,520.002054 - - - 472,720.00 - 472,720.002055 - - - 473,440.00 - 473,440.002056 - - - 472,640.00 - 472,640.002057 - - - 473,360.00 - 473,360.002058 - - - 472,520.00 - 472,520.002059 - - - 473,160.00 - 473,160.002060 - - - 473,200.00 - 473,200.002061 - - - 472,640.00 - 472,640.002062 - - - 472,480.00 - 472,480.002063 - - - 472,680.00 - 472,680.002064 - - - 473,200.00 - 473,200.00 Totals 1,958,085.00 1,799,744.75 584,036.53 18,920,040.00 4,465,849.36 27,727,755.64 Notes(1) Assumes Estimated $9,362,000 * 5.00% in FY 2024(2) Assumes Fully Amortized USDA Loan at 4.00% for 40 Years(3) Assumes JP Morgan Proposal at 5.02% for 15 Years Agenda Item #9.1.

8 Estimated Debt Service Profile (“All Obligations”)
Agenda Item #9.1.

9 Cash Flow and Coverage
Pro Forma Cash Flow and Debt Service Coverage ($000)
Line Item FY 2024 FY 2028
Revenue
Rates and Charges $3,520 $3,575 (1)
Charges for Services (Additional Rates) $1,467 $2,699 (1)(2) Other Revenue $3 $3 (1)Rate Stabilization Fund Deposit $210 $0 Interest Earnings $11 $10 (3)
Total Revenue $5,211 $6,287
Less: O&M
Operations and Maintenance $2,602 $3,077 (1)Personnel Services $1,594 $1,195 (1) Total O&M $4,196 $4,272
Net Revenue $1,015 $2,015
Less: Parity Debt Service ($810) ($957)
Available for Capital / $205 $1,058OtherOperating Reserve (EOY) $1,117 $827 Reserve % of O&M 27.0% 19.0%Debt Service Coverage 1.25x 2.11x (1) FY 2024 to FY 2028 Numbers From the Sewer Rate Study Dated April 20, 2023, Other Revenue in FY 2019 Includes Extraordinary Insurance Settlement (2) FY 2024 Charges for Services (Additional Rates) Adjusted for September 1, 2023 vs. July 1, 2023 Implementation (3) Assumes 1.00% Interest Earnings Rate on the Average Beginning and Ending Operating Reserve Fund and Rate Stabilization Fund Balance (FY 2024 to FY 2028) Agenda Item #9.1.

10 Proposed Financing, Financing Team and Recommended Action Proposed Financing $2.975 million direct placement to a JP Morgan Chase Bank (Currently 5.02%, Rate TBD on November 15th)
 Competitively bid to multiple direct placement lenders Proposed 15-year amortization, no reserve fund Costs of issuance of $101,390 Allows City to forego internal loans of the Traffic Impact Fee Fund ($873k) and the General Fund ($2 million)
Financing Team Municipal Advisor: Del Rio Advisors, LLC Placement Agent: Brandis Tallman, a Division of Oppenheimer & Co. Inc. Bond Counsel: Jones HallRecommended ActionThe Financing Team recommends the 15-year JP Morgan Chase option and recommends the CityCouncil and the Financing Authority approve the resolutions authorizing the installment sale financing,approve the financing documents and allow staff to take all actions necessary to close the transaction.

Agenda Item #9.1.

11 Questions and Discussion
Agenda Item #9.1.

Agenda Report to the City Council
Agenda Section: STAFF BRIEFING
Department: Police
DATE: November 14, 2023
FROM: Chris Hartley, Chief of Police
SUBJECT: Police Department Annual Report

RECOMMENDED
ACTION:

None

PREVIOUS COUNCIL
ACTION:

None

STATEMENT OF THE
PURPOSE:

This report is to provide the City Council and the
Community with factual and statistical information
regarding crime, arrests, traffic and Community Outreach for FY 23.

FINANCIAL IMPACT: There is no fiscal impact.

DOCUMENTS ATTACHMENTS:
2023 PD by the numbers
2023 Annual Stats final
Agenda Item #11.1.

Police Department by the Numbers:

For Fiscal Year 2022/23:

Calls for Service: 4,745 Incidents: 32,749
Reports Taken: 777 Citations Issued: 1,086
Arrests Made: 335 – (Felony 34), (Misdemeanor 301)
Cases Adjudication – Case conviction rates are 456 cases sent to District Attorney, 89 cases assigned to trial, 77 cases adjudicated, 10 cases rejected, 3 cases pending lab results, 4 cases dismissed in the interest of justice. 275 cases awaiting assignment due to continued COVID backlog.

With a large backlog, many minor cases are expected to be dismissed in the interest of justice.

Department Goals
• Permanent Dispatch Solution.
• Community Outreach/Presentation on Red Flag Gun Laws. • Fill 2 Officer vacancies (one position is a temporary over-hire). • Conduct live community Evacuation Drill.
• Apply for Grants.
• Institute Officer Wellness Program.

Accomplishments
• Moved PD and Dispatch out of the old Police Department location. • Applied for and received the following Grants:
o Officer Wellness ($15,000)
o Cannabis DUI ($146,000)
o Body Worn Camera ($34,000)
o DOG Grant Application Submitted – if awarded DOJ will cover 50% of salary and benefits over a three-year period for community policing/traffic. • Selected new School Resource Officer (SRO)- Officer Wenner Massella • Received Silver Award for Policy Management.
• Conducted Annual events: National Night Out, Homecoming, Firewise, and Harvest Festival.
• All officers completed mandated POST perishable skills and POST mandated training.

Agenda Item #11.1.

Saint Helena Police
Department
FY 2022 - 2023

ANNUAL REPORT
Saint Helena Police
Department
Agenda Item #11.1.

The Police Department
 On Duty 24 hours a day, 7 days a week, 365
days a year
 Fulltime Dispatch and Communications
Center
 Patrol Services
 Community Services
 Animal Services
 Volunteer Program
Agenda Item #11.1.

Our Mission, Vision and Values
 Mission - Service to the Community with Integrity
 VISION - Partnership with the community we serve
 VALUES
 P – Pride
 E – Excellence
 E – Equality
 L – Loyalty
Agenda Item #11.1.

The Delivery of Police Services
 Visible Patrol and Deterrent Enforcement
 Foot Patrol
 Bicycle Patrol
 School Resource Officer
 Juvenile Diversion Program
 Volunteer Program
 Investigate all Crimes
Agenda Item #11.1.

The Delivery of Police Services
 Fingerprinting and Livescan Services
 Bicycle Safety Helmet Program
 Free Gun Lock Safety Program
 Vacation Home Checks
 Community Engagement
 Disaster Preparedness
 VIPS Program (Volunteers in Policing)
 D.A.R.E. Training
Agenda Item #11.1.

The Department Personnel
*
*
* Uniformed Police Officer
Agenda Item #11.1.

SHPD 2023 Accomplishments
 Installed FLOCK LPR Camera’s and instituted Policy.
 Completed Policy Update and Received Award for Policy accuracy and compliance.
 Relocated Police Department to NVC and co-located Dispatch to Calistoga PD.  Applied for and received $146,000.00 Cannabis DUI Grant for training, equipment, and public outreach.
 Renewed School Resource Officer Grant.
 Coordinated Live Active Shooter exercise with SHFD and SHUSD.  Completed numerous in-depth Felony investigations which have been filed by the NDA to include Human Trafficking of a minor.
 Conducted sting operations with allied State and Federal Agencies to include – Shoulder Tap (Sell or serve alcohol to a minor), Pedestrian Sting, Contractor Stings, and Chauffer compliance Stings.

Agenda Item #11.1.

Dispatch and Communications
967-2850
Business Line
Dispatch is available
24/7 365 days a year.

Agenda Item #11.1.

Community Services and
Relations
Agenda Item #11.1.

Community Events in 2023
(Partial List)
Traffic Control for St. Helena “Fun Run Day”
Fire/Police Open House
Harvest Festival
Business Security Checks
Homecoming Events
Full Time School Resource Officer
Juvenile Diversion Program
Community Disaster Preparedness Training
Members of Up Valley Youth Coalition
Members of Up Valley Youth Coalition Steering Committee Sponsor and Supporters for Special Olympics
Sponsored the A-Z Disabled Veterans Foundation
Agenda Item #11.1.

Community Events in 2023
(Continued)
Agenda Item #11.1.

Our Bicycle Safety
Helmet Program
77 Helmets
In 2023 we
distributed…
Agenda Item #11.1.

Juvenile Diversion Program
St. Helena Diversions and Interventions
• A cooperative effort between St. Helena Police Department, Calistoga Police Department, and the UpValley Family Center. • Diverting a juvenile offender into a productive and restorative program is in the best interest of society and the youth. • Schools are the primary source for referrals.
• This type of involvement is often below the threshold of criminal behavior.
• Referrals include concerns over discipline, truancy, gang affiliation/admiration, alcohol and drug use or involvement • This program is overseen by The Chief’s of Police from St. Helena, Chief Chris Hartley and Calistoga, Chief Mitch Celaya
• The program was managed by our shared Youth Diversion Officer Marcella Rodriguez from the UpValley Family Center.

Agenda Item #11.1.

Combined Operations
 Contractor Stings
 Napa County OES
 Napa County District Attorney’s Office
 California State Licensing Board
 California Highway Patrol
 Active Shooter Exercises with SHUSD
Agenda Item #11.1.

Statistics
FY 21/22 FY 22/23
 Total Incidents 32,699 32,749
 Calls for Service 5,347 4,745
 Officer Initiated 27,005 28,204
 Traffic Stops 3,702 3,470
 Other OIA 23,594 24,595
 Buss./Home Cks 1,251 1,129
 Total Ofc Reports 1,000 777
 Collision Reports 52 52
 Courtesy Reports 22 1
 Criminal Collision 48 33
Agenda Item #11.1.

Statistics Continued
FY21/22 FY 22/23
 Felony Reports 135 111
 Information Reports 299 259
 Infraction Reports 42 25
 Misdemeanor Reports 406 374
 Voided Reports 9 8
 Total Arrests 353 335
 Misdemeanor Arrests 318 301
 Felony Arrests 35 34
Agenda Item #11.1.

Statistics Continued
FY 21/22 FY 22/23
 Total Citations 1,663 1,086
 Criminal Cites 62 21
 Moving Cites 1,049 754
 Muni Code Cites 34 11
 Parking Cites 471 291
 Unclassified 45 9
Agenda Item #11.1.

TRAFFIC COLLISIONS
FY 21/22 FY 22/23
 FATAL – 0 0
 INJURY – 11 3
 HIT AND RUN – 38 27
 PEDS – 1 3
 BICYCLE – 1 0
 DUI – 3 6
 TOTAL – 101 71
Agenda Item #11.1.

Criminal Case Adjudication
 456 Cases Sent to District Attorney.
 89 Cases assigned to trial.
 77 Cases/adjudicate - convicted and sentenced.
 10 Cases rejected for lack of sufficient evidence.
 3 Cases pending laboratory results.
 4 Cases Dismissed in the interest of justice.
 275 Cases awaiting assignment due to COVID backlog.

Agenda Item #11.1.

What do all these numbers
mean?
 Our officers initiate or respond to an average
of 88 incidents per day.

This includes:
 Police Calls for Service
 Traffic Enforcement Stops
 Criminal Investigations
 Public Assistance
 Citizen Contacts
 Parking Citations
 Self Initiated Patrol Activity
Agenda Item #11.1.

Disaster Preparedness
Agenda Item #11.1.

Disasters can strike at any
moment
 Fire
 Plane Crashes
 Hazardous Material Spills
 Terrorist Attack
 Active Shooter
 Earthquakes
 Flooding/Weather
 Pandemic Influenza
Agenda Item #11.1.

Are you prepared for an
emergency or an evacuation?
 Make a plan.
 Rehearse the plan.
 Zonehaven, Know Your Zone.
 Go Bag packed.
 MORE at www.ready.gov and
www.zonehaven.com
Agenda Item #11.1.

Disaster Preparedness Cont:

Evacuation Drills
 Zonehaven Evacuation program to the
community. (Know Your Zone).
 Facilitated Vineyard Valley evacuation drill
 Will continue to facilitate evacuation drills
Agenda Item #11.1.

Disaster Preparedness
Active Shooter Training:
• Partnership with Police, Fire, and School District
• Actual life like exercise to evaluate strategies that will ensure the safety of our children.

Agenda Item #11.1.

POLICE PERSONNEL
Police Chief Chris Hartley Lieutenant Justin Tharp
Sergeant Steve Peterson Sergeant Fil Bianco
Officer Melissa Brown Officer Sandra Felix
Officer Carlos Lopez Officer Randall Stephenson
Officer Colton Adams Officer Louis J (LJ) Montelli
SRO Marcella Wenner Officer Temp. Overhire (Vacant)
Officer (Vacant)
Records Spvsr Maria Gonzalez Dispatcher Stephanie Yin
Dispatcher Brenda Ortega Dispatcher Iris Solana
Dispatcher (Vacant) CSO Laurie Furlani
Agenda Item #11.1.

Questions?
Agenda Item #11.1.

Agenda Report to the City Council
Agenda Section: STAFF BRIEFING
Department: Police
DATE: November 14, 2023
FROM: Chris Hartley, Chief of Police
SUBJECT: Police Department Annual Report

RECOMMENDED
ACTION:

None

PREVIOUS COUNCIL
ACTION:

None

STATEMENT OF THE
PURPOSE:

This report is to provide the City Council and the
Community with factual and statistical information
regarding crime, arrests, traffic and Community Outreach for FY 23.

FINANCIAL IMPACT: There is no fiscal impact.

DOCUMENTS ATTACHMENTS:
2023 PD by the numbers
2023 Annual Stats final
Agenda Item #11.1.

Agenda Report to the City Council
Agenda Section: STAFF BRIEFING
Department: Administration
DATE: November 14, 2023
FROM: Andrew Bradley, Asst. to the City Manager
SUBJECT: Visibility Triangle: Education & Enforcement

RECOMMENDED
ACTION:

Informational/Educational only, no action required.

PREVIOUS COUNCIL
ACTION:

Acceptance of 2023 Zoning Code Update - October 24,
2023

STATEMENT OF THE
PURPOSE:

Education on Visibility Triangle and needs for community to help promote good sightlines at intersections.

FINANCIAL IMPACT: While enforcement takes staff time, the goal of the Educational Program is to garner voluntary compliance
without having to execute enforcement action prescribed in the Municipal Code (Chapter 1.12).

DISCUSSION:

St. Helena Municipal Code Insight: Visibility Triangle
Do you live on a street corner? Creating a "visibility triangle" (a 35-foot safety zone at street corners) in your yard is essential so that drivers and pedestrians can safely navigate the streets of St. Helena. To maintain your visibility triangle, please ensure that:
 Fences, hedges, or dense plantings do not exceed 2 feet in height.  Trees provide 7.5 foot clearance from the ground to the lowest branches.

This rule prevents blind corners, ensures clear sightlines, and maintains safety for all.

Additional information is provided below regarding these standards.

Zoning Code - Part IV: Citywide Standards: Section 17.24.050 - Fences, Walls, and Hedges:

Fences, Walls, and Hedges in the LR-1A, LR, MR, HR, PQP, PR, WW, A-20, and OS Districts. The following standards shall apply to walls, fences, and hedges located in the LR1A, LR, MR, HR, PQP, PR, WW, A-20 and OS districts:
 Within the Required Front or Side Setback: Maximum three and one-half feet. o Exceptions: A six-foot fence, wall, or hedge is allowed in a side setback when it:
 Is at least 50 feet from the front street curb or 40 feet from the front property line on a street without a curb; and
 Is at least 20 feet from the side street curb or 10 feet from the side property line on a street without a curb.

Agenda Item #11.2.

 Outside of the Required Front or Side Setback: Maximum six feet. o Exceptions:
 A two-foot open lattice extension above the fence is permitted with a building permit.
 Up to 12 feet for tennis courts may be permitted with a Minor Use Permit.
 Vehicular Gates. Vehicular gates must be set back a minimum of 30 feet from the front street curb or 20 feet from the property line on a street without a curb.

Height Within the Visibility Triangle in All Districts.  Fences, hedges, or dense planting in the form of a hedge shall not exceed two feet in height when located in the visibility triangle as defined in Part V, Definitions and Rules of Measurement.
 Trees shall be maintained so as to provide a clearance of seven and one-half feet from the ground to the lowest branches.

Temporary Security Fences in All Districts. With the approval of the Public Works Director, temporary security fences may be erected around construction sites during the time a valid building permit is in effect for construction on the premises. Temporary security fences need not comply with the above regulations and must be immediately removed upon completion of the construction authorized by the building permit. Any temporary fences within public rights-of-way must also secure an encroachment permit.

Zoning Code - Part V: Definitions and Rules of Measurement  Visibility triangle. On a corner lot, the triangle formed by the property lines extended to their intersection and a line connecting such property line extensions measured 35 feet from their point of intersection.

Enforcement
 Failure to comply with any part of the City of St. Helena Municipal Code can result in civil or criminal prosecution, fines, hearings in court and/or in front of the City Council, abatement, and more.

Reporting a Violation of the Ordinance
Violations of this ordinance should be reported via email (an online portal will be available soon):
 Via email at: [email protected]. When sending an email, please include the following information:
o Location of violation (street address)
o Photos of violation (optional)
City staff is logging and tracking all reports of violations and will continue with outreach and enforcement.

Agenda Item #11.2.

If you see a violation do not call 911 as 911 is reserved only for emergency and lifethreatening circumstances.

Please note, all reports of violations will be looked into. Given the City's limited staffing capacity, we may not be able to respond immediately to every complaint. The City of St.

Helena aims to educate homeowners first and strives for voluntary compliance whenever possible, however it will take enforcement actions based on the Municipal Code as needed to ensure the safety of residents and compliance with its Zoning Code.

Under no circumstances should the City's emergency line (911) be used to register a visibility triangle complaint, doing so could result in prosecution of the person reporting.

How to Ensure Property Compliance:
 On a corner lot, the triangle formed by the property lines extended to their intersection and a line connecting such property line extensions measured 35 feet from their point of intersection.
 Within the triangle:
o Tree branches should be pruned up to at least 7.5 feet (over a sidewalk) or 12 feet (over a street).
o Small plants, shrubs, fences, and other landscaping on the ground should not exceed 2 feet in height.
o The space between 2 feet off the ground and 7.5 feet off the ground should be clear of obstructions (plants, tree branches, fences, etc.).  All residents and businesses (no matter location):
o No landscaping should impede traffic or grow onto a sidewalk or roadway.

Trees should be trimmed to at least 7.5 feet (over a sidewalk) or 12 feet (over a street).
o The area around a fire hydrant should include at least a 3 feet radius that is clear of all landscaping and fencing.
o Within the front or side setback - no fence or landscaping should exceed

3.5 feet (see exceptions above)
o Outside of the front or side setback - no fence or landscaping should exceed 6 feet (see exceptions above)
 Compliance Questions?
o Email [email protected] with your name, address, and phone number so that a member of the Building Division can contact you directly.

More information available online at https://www.cityofsthelena.org/triangle (https://www.cityofsthelena.org/building/page/visibility-triangle) ENVIRONMENTAL REVIEW:

None.

DOCUMENTS ATTACHMENTS:

Agenda Item #11.2.

Visibility Triangle Door Hanger
Visibility Triangle Presentation
Agenda Item #11.2.

VISIBILITY TRIANGLE
CODE

VIOLATION
NOTICE
ST. HELENA MUNICIPAL CODE

17.24.050 - WALLS, FENCES, AND HEDGES

SEE REVERSE FOR MORE INFORMATION
Agenda Item #11.2.

St. Helena Municipal Code Insight:

Creating a "visibility triangle" (a 35-foot
safety zone at street corners) in your yard is
essential so that drivers and pedestrians
can safely navigate.

To maintain your visibility triangle, please
ensure that: 🌿 Fences, hedges, or dense plantings do
not exceed 2 feet in height. 🌳 Trees provide at least 7.5 feet clearance from the ground to the lowest branches.

This rule prevents blind corners, ensures
clear sightlines, and maintains safety for
all. Thanks for your compliance with this
important aspect of St. Helena's municipal
code!

LEARN MORE
cityofsthelena.org/triangle

REQUIRED
Please correct the following immediately:

Agenda Item #11.2.

Visibility Triangle:

Education & Enforcement
St. Helena Municipal Code

17.24.050 – Walls, Fences, and Hedges
Agenda Item #11.2.

Visibility Triangle: Definition
 On a corner lot, the triangle
formed by the face of curb lines
extended to their intersection and
a line connecting such face of
curb lines, measured 35' from
their point of intersection.
 Fences, hedges, or dense
plantings do not exceed 2 feet in
height.
 Trees provide 7.5 ft clearance
from the ground to the lowest
branches.

Agenda Item #11.2.

Visibility Triangle: The Problem
 Fire Department did checks throughout the City
 Found 80+ potential violations in November 2023
 35 “major” violations, 45 “minor” violations
Agenda Item #11.2.

Visibility Triangle: The Problem
Agenda Item #11.2.

Visibility Triangle: Education
 City Newsletter
 August 9, 2023
 Social Media
 September 18, 2023
 Facebook
 Love this Town St.

Helena
 Love this Town, St.

Helena 2.0
 The Source St Helena
 Instagram
 Threads
 X (Twitter)
 Nextdoor
 City Council Meeting
 November 14, 2023
Agenda Item #11.2.

Visibility Triangle: Education
 Landing Page on Website
 Cityofsthelena.org/triangle
 Information on:
 Measuring the visibility triangle
 Enforcement
 Graphics
 Reporting
 Additional information will be shared on
social media and in City Newsletter
Agenda Item #11.2.

Visibility Triangle: Enforcement
 Door Hanger with information and request to comply
 10 days
 Door Hanger with information and enforcement
methods
 10 days
 Front Yard Stake
 10 days
 Municipal Code Enforcement Action
 Chapter 1.12 – ENFORCEMENT PROCEDURES*
 Declared Public Nuisance
 Power to Arrest / Citation
 Abatement
 Appear to City Council
 Civil Penalties
* Not a complete list of Enforcement Procedures
Agenda Item #11.2.

Beyond the Triangle
 Trees, shrubs, and other landscaping
 Should be trimmed to at least 7.5 feet above sidewalk and 12 feet above street
 Should not encroach on sidewalk
 3 feet around fire hydrants
Agenda Item #11.2.

Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Finance
DATE: November 14, 2023
FROM: Mandy Kellogg, Administrative Services Director
SUBJECT: Receive and File FY 2022-23 Annual AB 1600 Report on Development Impact Fees.

RECOMMENDED
ACTION:

Receive and file Annual AB 1600 Development Fee Report
for Fiscal Year Ending June 30, 2023.

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
PURPOSE:

The purpose is to publicly provide the FY 2022-23 Annual AB 1600 Report on Development Impact Fees.

FINANCIAL IMPACT: None.

BACKGROUND:

Cities and counties often charge fees on new development to fund public improvements to mitigate the impact of development activity. These fees are commonly known as development impact fees and are generally collected at the time building permits are issued for residential and commercial construction. Impact fees are established by ordinance and as required by law, these fees are segregated from the General Fund and accounted for in special revenue funds.

In 1989, the State Legislature passed Assembly Bill 1600 (AB 1600), which added Sections 66000 et seq. to the California Government Code, commonly known as the Mitigation Fee Act. Under AB 1600 the City is required to make available to the public a report on development impact fees. The report must be made available within 180 days of the close of the fiscal year.

This Report Provides: Descriptions of each Development Impact Fee, Amount of the Fee, Beginning and Ending Balances of each Impact Fee Account, Identification of Public Improvements in which Fees were Expended, Schedule for Commencement of Certain Public Improvements to be Funded with Impact Fees, Description of any Interfund Transfer or Loan, and the Amount of Refunds Paid, if any, from Development Impact Fees.

DISCUSSION:

The Annual AB 1600 Development Fee Report for Fiscal Year Ending June 30, 2023 was made available to the public on October 24, 2023 (Attachment 1).

Per Section 66006(b)(1) of the California Government Code the annual report must include the following specific reporting requirements:

Agenda Item #12.1.

1. A brief description of the type of development impact fee in the account/fund;

2. The amount of the fee;

3. Beginning and ending balances of the account/fund, the amount of fees collected, and the interest earned;

4. An identification of each public improvement on which fees were expended together with the amount of such expenditures;

5. Information regarding the schedule for commencement of certain public improvements to be funded with development fees;

6. A description of any interfund transfer or loan; and

7. The amount of refunds paid, if any, from a particular fund.

The City of St. Helena development fees covered by AB 1600, and documented in Attachment 1, include the following:

1. Public Safety Impact Fees (pages 1 and 2 of report)

2. Civic Improvement Impact Fees (pages 1 and 3 of report)

3. Park Improvement Impact Fees (pages 1 and 4 of report)

4. Traffic Mitigation Impact Fees (pages 1 and 5 of report)

5. Storm Drain Improvement Impact Fees (pages 1 and 6 of report)

6. Affordable Housing Impact Fees (pages 1 and 7 of report)

7. Water Impact Fees (pages 1 and 8 of report)

8. Sewer Impact Fees (pages 1 and 9 of report)
ENVIRONMENTAL REVIEW:

None.

DOCUMENTS ATTACHMENTS:

Attachment 1 - FY2023 AB1600 Report
Agenda Item #12.1.

This report summarizes the following information for each of the development impact fee programs:
• A brief description of the fee program
• A schedule of fees
• A schedule of projects
• Expenditures by project
• Five‐year historical collection and expenditure schedule Public Safety
Impact
Civic
Improvement
Impact
Park Impact
Traffic
Mitigation
Impact
Storm Drain
Improvement
Affordable
Housing Water Impact Sewer Impact
Fund 216 Fund 713 Fund 734 Fund 740 Fund 742 Fund 751 Fund 764 Fund 774 $         555,056 $         761,864 $     1,087,885 $     2,758,586 $         713,586 $         375,614 $         383,402 $         658,510 $           61,333 $ ‐ $ ‐ $ ‐ $ ‐         1,521,703            862,226            168,130 2,998                4,210                6,593              14,547                3,817                2,668                2,130                2,184 32,876              59,179            208,983              56,410              30,676            212,358              32,528                8,743 ‐ ‐ ‐ ‐              22,583              18,701                2,918 ‐ ‐ ‐ ‐ ‐ ‐ ‐
35,874              63,389            215,576              70,957              34,493            237,609              53,359              13,845 ‐                2,279 ‐ ‐ ‐              34,323 ‐ ‐
‐ ‐ ‐ ‐                4,906 ‐                6,398            669,435 ‐                2,279 ‐ ‐                4,906              34,323                6,398            669,435 35,874              61,110            215,576              70,957              29,587            203,286              46,962           (655,590) 652,263            822,974         1,303,461         2,829,543            743,172         2,100,603         1,292,590            171,050 *See 5‐year CIP adopted by City Council on June 14, 2022.

EXPENSE/EXPENDITURES
The following pages discuss each fund in more detail and include a revenue and expenditure summary from 7/1/22 ‐ 6/30/23.

TOTAL
Excess Revenue
Over/(Under)
Expenses/Expenditures
TOTAL
Non Departmental Expense
Transfer to Other Funds*
Long‐term Receivable
Interest Earnings
Government Code Section 66006 requires local agencies to submit an annual report detailing the status of development impact fees. The annual report must be made available to the public within 180 days of the close of the fiscal year and be presented to the public agency (City Council) at a regularly scheduled public meeting no sooner than 15 days after the report is made available to the public.

City of St. Helena
AB1600 Annual Report
Development Impact Fees
Fiscal Year Ended June 30, 2023
The table below shows the activity for each impact fee fund for the fiscal year 2022‐2023:

The City of St. Helena has eight (8) impact fee funds: Public Safety Impact, Civic Improvement Impact, Park Impact, Traffic Mitigation Impact, Storm Drian Improvement, Affordable Housing, Water Impact, and Sewer Impact. Each fee is accounted for in a separate fund within the records of the City of St. Helena.

Fees Collected
Miscellaneous Revenues
Operating Transfers In
Beginning Balance, 7/1/22
Ending Balance, 6/30/22

REVENUE

ATTACHMENT 1
Agenda Item #12.1.

City of St. Helena
AB1600 Annual Report
Development Impact Fees
Fiscal Year Ended June 30, 2023
Public Safety Impact Fee ‐ Fund 216
FY 22/2023 FY 21/2022 FY 20/2021 FY 19/2020 FY 18/2019
616,389           596,079           582,770           485,551           413,657 2,998                1,257                3,522                5,319                4,201 32,876             19,863             16,527             92,033             56,109 ‐                         ‐                         ‐                         ‐               12,271 $        35,874  $        21,120  $        20,049  $        97,352  $        72,582 ‐                     811                6,740                   133                   688 ‐                         ‐                         ‐                         ‐                         ‐ ‐                         ‐                         ‐                         ‐                         ‐ $                 ‐     $              811  $          6,740  $              133  $              688 35,874             20,309             13,309             97,219             71,894 652,263           616,389           596,079           582,770           485,551 Basis
All Development Types $                                                                   1.36 Square foot Scheduled Projects
Project Anticipated Construction
Start
Estimated 5‐year Project
Costs
Total Impact Fees
Section 22.5 of the City Code establishes this fund to accumulate revenues from fees on building permits to be used solely for equipment and facilities costs for the Police and Fire Departments.  Vehicles, capital equipment, and building improvements are approved uses.

Description of Fees
Fee Schedule
Category Fee
Beginning Fund Balance
Revenues
Interest Earnings
Impact Fees
Expenditure by Project
Project
Type 1 Fire Engine Purchase
5‐Year Collection and Expenditure Schedule
FY 2022‐23 Expenditures Estimated % of Total Project Funded with Development Fee
$                                                                       ‐    0.0% Operating Transfers In
Total Revenues
Expenditures
Revenues over (less than) expenditures
Fund Balance, June 30
Development Impact Fee Study
Police Department Interview Room Remodel
Total Expenditures
Type 1 Fire Engine

Agenda Item #12.1.

City of St. Helena
AB1600 Annual Report
Development Impact Fees
Fiscal Year Ended June 30, 2023
Civic Improvement Impact Fee ‐ Fund 713
FY 22/2023 FY 21/2022 FY 20/2021 FY 19/2020 FY 18/2019
761,864           733,323           716,815           599,889           626,442 4,210                1,726                4,828                7,395                6,341 59,179             29,314             19,879           137,549             77,790 ‐                         ‐                         ‐                         ‐                         ‐ $        63,389  $        31,040  $        24,707  $      144,944  $        84,131 2,279                1,732                1,681                1,862                4,951 ‐                     768                6,518                   133                   688 ‐                         ‐                         ‐                     292                9,468 ‐                         ‐                         ‐               25,731                7,045 ‐                         ‐                         ‐                         ‐               88,532 $          2,279  $          2,499  $          8,199  $        28,018  $      110,683 61,110             28,541             16,508           116,926            (26,552) 822,974           761,864           733,323           716,815           599,889 Description of Fees
This fund is used to accumulate restricted funds from new development's proportionate share of the depreciated replacement of cost of a range of facility types including City Hall, corporation yard facilities, as well as library and recreation facilities.

Fee Schedule
Category Fee Basis
New Construction, Additions, Occupancy Changes $                                                                   2.56 Square foot Expenditure by Project
Project
5‐Year Collection and Expenditure Schedule
FY 2022‐23 Expenditures Estimated % of Total Project Funded with Development Fee
$                                                                       ‐    0.0% Scheduled Projects
Project Anticipated Construction
Start
Estimated 5‐year Project
Costs
Total Impact Fees
Beginning Fund Balance
Revenues
General Plan
Corporation Yard Trailer Rental
Transfer to Other Funds (Misapplied Payments)
Interest Earnings
Impact Fees
Operating Transfers In
Total Revenues
Expenditures
Development Impact Fee Study
Phase I ‐ Feasibility and Visioning Study
Total Expenditures
Revenues over (less than) expenditures
Fund Balance, June 30

Agenda Item #12.1.

City of St. Helena
AB1600 Annual Report
Development Impact Fees
Fiscal Year Ended June 30, 2023
Park Impact Fee ‐ Fund 734
FY 22/2023 FY 21/2022 FY 20/2021 FY 19/2020 FY 18/2019
1,087,885           987,542           979,598           960,234           745,701 6,593                2,371                6,647             13,163                9,270 208,983             97,973             54,379           411,746           257,861 ‐                         ‐                         ‐                         ‐                         ‐ $      215,576  $      100,343  $        61,025  $      424,909  $      267,132 ‐                         ‐                         ‐                         ‐               52,598 ‐                         ‐               26,149           210,434                       ‐ ‐                         ‐               24,508             19,753                       ‐ ‐                         ‐                  2,425           167,609                       ‐ ‐                         ‐                         ‐                  7,750                       ‐ $                 ‐     $                 ‐     $        53,082  $      405,545  $        52,598 215,576           100,343                7,944             19,364           214,534 1,303,461       1,087,885           987,542           979,598           960,234 Scheduled Projects
Project Anticipated Construction
Start
Estimated 5‐year Project
Costs
Description of Fees
This fund is used to accumulate funds from new or proposed residential development solely for park land acquisition and park improvements.

Fee Schedule
Category Fee Basis
Multi‐Family Residential $                                                                16.00 Square foot Single Family Residential $                                                                   9.41 Square foot Total Impact Fees
C19‐03 Crane Park Lighting Improvements FY 19/20  $                                 401,611  $                                 400,411 C22‐03 Jacob Meily Park Upgrades FY 22/23  $                                 125,500  $                                 125,500 C22‐02 Crane Park Playground Equipment FY 21/22  $                                 250,000  $                                   80,000 Expenditure by Project
Project
C19‐03 Crane Park Lighting Improvements $                                                                       ‐    99.7% FY 2022‐23 Expenditures Estimated % of Total Project Funded with Development Fee
Expenditures
C19‐02 Crane Park Tennis Courts
C19‐03 Crane Park Lighting Improvements
C20‐03 Skate Park Improvements
C20‐04 Baldwin Park Fence & Pathway Repair
Total Expenditures
5‐Year Collection and Expenditure Schedule
Beginning Fund Balance
Revenues
Interest Earnings
Impact Fees
Operating Transfers In
Total Revenues
C22‐03 Jacob Meily Park Upgrades $                                                                       ‐    100.0% C22‐02 Crane Park Playground Equipment $                                                                       ‐    32.0% Revenues over (less than) expenditures
Fund Balance, June 30
C19‐01 Lyman Park Restroom Improvements

Agenda Item #12.1.

City of St. Helena
AB1600 Annual Report
Development Impact Fees
Fiscal Year Ended June 30, 2023
Traffic Mitigation Impact Fee ‐ Fund 740
FY 22/2023 FY 21/2022 FY 20/2021 FY 19/2020 FY 18/2019
2,758,586        2,719,290        2,715,793        2,470,519        2,203,354 14,547                6,339             18,312             29,496             25,361 56,410             33,989             33,414           215,912           225,273 ‐                         ‐                         ‐               17,218 $        70,957  $        40,328  $        51,726  $      245,408  $      267,852 ‐                         ‐               41,711                       ‐                         ‐ ‐                  1,032                6,518                   133                   687 $                 ‐     $          1,032  $        48,229  $              133  $              687 70,957             39,296                3,497           245,275           267,164 2,829,543       2,758,586       2,719,290       2,715,793       2,470,519 Single Family Residential $                                                                   2.70 Square foot Multi‐Family Residential $                                                                   3.09 Square foot Description of Fees
This fund is used to accumulate funds from new or proposed development to finance circulation improvements to reduce the impacts of traffic generated by new development within the City.

Fee Schedule
Category Fee Basis
Office $                                                                   7.03 Square foot Industrial $                                                                   4.46 Square foot Commercial/Retail $                                                                27.44 Square foot Lodging $                                                                10.48 Square foot Scheduled Projects
Project Anticipated Construction
Start
Estimated 5‐year Project
Costs
Total Impact Fees
Expenditure by Project
Project FY 2022‐23 Expenditures Estimated % of Total Project Funded with Development Fee
5‐Year Collection and Expenditure Schedule
Development Impact Fee Study
Total Expenditures
Revenues over (less than) expenditures
Fund Balance, June 30
Beginning Fund Balance
Revenues
Interest Earnings
Impact Fees
Operating Transfers In
Total Revenues
Expenditures
R20‐02 Mills Lane Storm Drain Project

Agenda Item #12.1.

City of St. Helena
AB1600 Annual Report
Development Impact Fees
Fiscal Year Ended June 30, 2023
Storm Drain Improvements Impact Fee ‐ Fund 742
FY 22/2023 FY 21/2022 FY 20/2021 FY 19/2020 FY 18/2019
713,586           798,601           790,010           696,348           629,314 3,817                1,867                5,311                8,430                7,161 30,676             15,974                9,797             85,365             55,456 ‐                         ‐                         ‐                         ‐                  5,104 $        34,493  $        17,840  $        15,109  $        93,795  $        67,722 4,906           101,824
‐                  1,032                6,518                   133                   687 $          4,906  $      102,855  $          6,518  $              133  $              687 29,587            (85,015)               8,591             93,662             67,034 743,172           713,586           798,601           790,010           696,348 Multi‐Family Residential $                                                                   0.90 FY 20/21
Square foot
Office $                                                                   2.16 Square foot Industrial $                                                                   2.16 Square foot Commercial/Retail $                                                                   2.16 Square foot Description of Fees
This fund is used to accumulate funds from new development's proportionate share of planned drainage system improvements.

Fee Schedule
Category Fee Basis
Single Family Residential $                                                                   0.96 Square foot Lodging $                                                                   1.67 Square foot Scheduled Projects
Project Anticipated Construction  Estimated 5‐year Project Total Impact Fees R20‐02 Mills Lane Storm Drain Project $                             6,761,640  $                                 700,000 Beginning Fund Balance
Revenues
Interest Earnings
Impact Fees
Operating Transfers In
Total Revenues
Expenditures
Expenditure by Project
Project FY 2022‐23 Expenditures Estimated % of Total Project Funded with R20‐02 Mills Lane Storm Drain Project $                                                                4,906 10.4% 5‐Year Collection and Expenditure Schedule
Development Impact Fee Study
Total Expenditures
Revenues over (less than) expenditures
Fund Balance, June 30
R20‐02 Mills Lane Storm Drain Project

Agenda Item #12.1.

City of St. Helena
AB1600 Annual Report
Development Impact Fees
Fiscal Year Ended June 30, 2023
Affordable Housing Fee ‐ Fund 751
FY 22/2023 FY 21/2022 FY 20/2021 FY 19/2020 FY 18/2019
1,897,317           528,967        2,034,173        2,079,949        1,553,155 2,668                   709                3,254                5,849                7,202 212,358                2,226           106,784           317,631           176,224 6,324                       ‐                         ‐                         ‐             448,045 14,811        1,429,111                       ‐                         ‐                         ‐ ‐               60,000                       ‐                         ‐                         ‐ 1,449                4,582                   295                2,292                   430 ‐                         ‐                         ‐                         ‐                       54 $      237,609  $  1,496,628  $      110,333  $      325,772  $      631,955 ‐               23,676        1,400,565                       ‐                         ‐ 9,998                4,469           185,884           316,884                   438 2,832             13,221                4,075                       ‐               34,251 3,600                8,400
‐                      (40)                      ‐                         ‐               40,000 ‐                  6,045                       ‐                         ‐                         ‐ ‐                  3,297             10,129             29,664             20,472 17,893             69,210             14,887                       ‐                         ‐ ‐                         ‐                         ‐               25,000             10,000 $        34,323  $      128,278  $  1,615,539  $      371,548  $      105,162 203,286        1,368,350      (1,505,206)           (45,776)          526,793 2,100,603       1,897,317           528,967       2,034,173       2,079,949 Non‐Profit Grant Contribution
Affordable Housing Legal Fees
Housing Element Update
Other Revenue
Total Expenditures
Revenues over (less than) expenditures
Fund Balance, June 30
Description of Fees
This fund is used to accumulate funds from new or proposed development in order to defray the costs of providing affordable housing in the City.

Fee Schedule
Category Fee Basis
Single Family Residential 2.50% Construction Cost
Multi‐Family Residential 2.50% Construction Cost
Office $                                                                   4.11 Square foot Industrial/Winery $                                                                   1.26 Square foot Commercial/Retail $                                                                   5.21 Square foot Lodging $                                                                   3.80 Square foot Scheduled Projects
Project Anticipated Construction  Estimated 5‐year Project Total Impact Fees Expenditure by Project
Project FY 2022‐23 Expenditures Estimated % of Total Project Funded with 5‐Year Collection and Expenditure Schedule
Beginning Fund Balance
Revenues
Interest Earnings
Impact Fees
Operating Transfers In
Total Revenues
Expenditures
Development Impact Fee Study
Annual Monitoring Fees
Turley Flats Project
723 Hunt Avenue Acquisition Project
HOME Administrative Fees
HOME Grant Revenues
Brenkle Court Project
Contributions from Government
963 Pope Street OTSH

Agenda Item #12.1.

City of St. Helena
AB1600 Annual Report
Development Impact Fees
Fiscal Year Ended June 30, 2023
Water Impact Fee ‐ Fund 764 .

FY 22/2023 FY 21/2022 FY 20/2021 FY 19/2020 FY 18/2019
1,245,628        1,206,098        1,175,854        1,034,630           903,746 2,130                   862                2,360                3,128                1,945 32,528             21,158             16,238           120,433             62,775 18,701             18,542             18,164             17,796             17,438 ‐                         ‐                         ‐                         ‐               49,413 $        53,359  $        40,562  $        36,762  $      141,357  $      131,572 6,398                       ‐                         ‐                         ‐                         ‐ ‐                  1,032                6,518                   133                   688 $          6,398  $          1,032  $          6,518  $              133  $              688 46,962             39,530             30,244           141,224           130,884 1,292,590       1,245,628       1,206,098       1,175,854       1,034,630 Single Family Residential $                                                                   2.09 Square foot Multi‐Family Residential $                                                                   1.67 Square foot Description of Fees
This fund is used to accumulate funds from new or proposed development to pay for water system capital improvements needed to support new development.

Fee Schedule
Category Fee Basis
Office $                                                                   2.14 Square foot Industrial $                                                                   2.84 Square foot Commercial/Retail $                                                                   4.14 Square foot Expenditure by Project
Project FY 2022‐23 Expenditures Estimated % of Total Project Funded with Square foot
Scheduled Projects
Project Anticipated Construction  Estimated 5‐year Project Total Impact Fees Lodging $                                                                   4.18 5‐Year Collection and Expenditure Schedule
Beginning Fund Balance
Total Expenditures
Revenues
Interest Earnings
Impact Fees
Miscellaneous Revenues
Operating Transfers In
Total Revenues
Expenditures
S21‐01 WWTP Recycled Pipeline & Station FY 21/22 $                                 130,000  $                                   95,000 S21‐01 WWTP Recycled Pipeline & Station $                                                                6,398 73.1% Revenues over (less than) expenditures
Fund Balance, June 30
S21‐01 WWTP Recycled Pipeline & Station
Development Impact Fee Study

Agenda Item #12.1.

City of St. Helena
AB1600 Annual Report
Development Impact Fees
Fiscal Year Ended June 30, 2023
Wastewater Impact Fee ‐ Fund 774
FY 22/2023 FY 21/2022 FY 20/2021 FY 19/2020 FY 18/2019
826,640           817,331           810,352           772,109           745,956 2,184                1,517                4,342                7,275                6,434 8,743                5,904                6,237             30,433             17,488 2,918                2,918                2,918                2,918                2,918 ‐                         ‐                         ‐                         ‐ $        13,845  $        10,340  $        13,497  $        40,626  $        26,841 669,435                       ‐                         ‐                         ‐                         ‐ ‐                         ‐
‐                         ‐                         ‐                  2,250                       ‐ ‐                  1,032                6,518                   133                   688 $      669,435  $          1,032  $          6,518  $          2,383  $              688 (655,590)               9,308                6,979             38,243             26,153 171,050           826,640           817,331           810,352           772,109 Expenditure by Project
Project FY 2022‐23 Expenditures Estimated % of Total Project Funded with Single Family Residential $                                                                   0.59 Commercial/Retail $                                                                   1.15 S00‐52 WWTP Phase 1 Upgrades FY 20/21 $                           18,815,827 Scheduled Projects
Project Anticipated Construction  Estimated 5‐year Project Total Impact Fees Square foot
Multi‐Family Residential $                                                                   0.86 Square foot Office $                                                                   0.57 Square foot Industrial $                                                                   0.77 Square foot Square foot
Lodging $                                                                   1.14 Square foot Description of Fees
This fund is used to account for the cost of constructing and improving the wastewater treatment plant and sewer collection system in order to support new development.

Fee Schedule
Category Fee Basis
$                                                            669,435 3.8% S21‐01 WWTP Recycled Pipeline & Station $                                                                       ‐    26.9% $                                 724,077
S21‐01 WWTP Recycled Pipeline & Station FY 21/22 $                                 130,000  $                                   35,000 S21‐01 WWTP Recycled Pipeline & Station
Fund Balance, June 30
Expenditures
S00‐52 WWTP Phase 1 Upgrades
Ranch Utility Vehicle
Development Impact Fee Study
Total Expenditures
Revenues over (less than) expenditures
5‐Year Collection and Expenditure Schedule
Beginning Fund Balance
Revenues
Interest Earnings
Impact Fees
Miscellaneous Revenues
Operating Transfers In
Total Revenues
S00‐52 WWTP Phase 1 Upgrades

Agenda Item #12.1.

Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Public Works
DATE: November 14, 2023
FROM: Lesley Milton, Asst. to the City Manager, Mario Traverso, Public Works Assistant Engineer
SUBJECT: Consideration and proposed approval of a Resolution (1) Rescinding Resolution 2023-97; (2) Awarding the
Pavement Restoration Project to Team Ghilotti Inc. in the amount of $1,687,141.00; (3) Requesting a budget
appropriation for project R21-02 of $108,822.42 as the
work is included in the contract; (4) Authorizing the City Manager to execute the Construction Contract with Team
Ghilotti Inc. in the amount of $1,687,141.00; (5)
Authorizing a contingency not to exceed 15% of the total contract; and (6) Determining the project to be exempt
from the requirements of the California Environmental
Quality Act (CEQA).

RECOMMENDED
ACTION:

Approve the attached Resolution.

PREVIOUS COUNCIL
ACTION:

On August 8, 2023 the City Council adopted Resolution
2023-97 awarding a contract for the Pavement Restoration Project to Team Ghilotti in the amount of $1,687,141.

STATEMENT OF THE
PURPOSE:

The purpose of this item is to rescind Resolution 2023-97 and adopt a new resolution reaffirming the award of the contract to Team Ghilotti Inc. and include in the new
resolution: (1) the correct accounting of funds for the two separate capital improvement projects which are included in the award and (2) updating their corresponding budgets.

FINANCIAL IMPACT: There is no fiscal impact associated with this action. While the staff report accurately reflected the delineation of budgeted funds between multiple capital improvement
projects, the resolution did not reflect the necessary
accounting delineations. The Resolution is requesting a budget appropriation for project R21-02, Pratt & Elmhurst Ave Crosswalk Improvements which was approved in
Resolution 2023-28 but was not carried over into the
current budget cycle.

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 Agenda Item #12.2.

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.

On June 13, 2023, the City Council adopted the FY 2023-24 to FY 2024-25 budget and the FY 2023-24 to FY 2027-28 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 South Crane Rehabilitation Project; and R21-02, Pratt & Elmhurst Ave Crosswalk Improvements.

Combining the projects provides the opportunity for 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) to 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.

On June 22, 2023, a Notice Inviting Bids and and project plans and specifications was posted to the City of St. Helena website and posted at area construction plan rooms and exchanges. After receiving and reviewing five responsive bids, on August 8, 2023, the City Council adopted Resolution 2023-97 (Attachment 2) awarding the contract to Team Ghilotti as the lowest responsible and responsive bidder in an amount not-to-exceed $1,687,141.00.

DISCUSSION:

A summary of approved expenditures and funding sources are presented below:

Approved Project Costs
R23-79 - Pavement Restoration $1,578,318.58
R21-02 - Pratt & Elmhurst Improvement $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
741 - NVTA TDA III Grant $50,000.00
Total Available Funding in FY 23/24 $1,940,212.15
The proposed resolution does not amend the above funding or contract terms. The updated resolution includes language that is necessary for allocating expenses across Agenda Item #12.2.

two CIP Projects and documents the necessary budget transfer between funds and projects.

ENVIRONMENTAL REVIEW: This is not a CEQA project.

DOCUMENTS ATTACHMENTS:

Attachment 1 - Resolution Team Ghilotti Inc.

Attachemnt 2 - Resolution 2023-97
Attachment 3 - R21-02 Crosswalk Improvements on Main Street at Pratt and Elmhurst_Updated CIP Page
Agenda Item #12.2.

CITY OF ST. HELENA
RESOLUTION NO.
(1) Rescinding Resolution 2023-97; (2) Awarding the
Pavement Restoration Project to Team Ghilotti Inc. in the amount of $1,687,141.00; (3) Requesting a budget
appropriation for project R21-02 of $108,822.42 as the work is included in the contract; (4) Authorizing the City Manager to execute the Construction Contract with Team Ghilotti Inc. in the amount of $1,687,141.00; (5) Authorizing the Director of Public Works to approve Change Orders not-toexceed 15% of the total contract amount; (6) 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 25th, 2023; and
B. Pursuant to St. Helena Municipal Code Chapter 3.04; Article 3 Public Works Projects; Section 3.04.220 on June 22nd, 2023 a notice inviting bids was posted and distributed to contractors inviting bids for the R23-79 Pavement Restoration Project; and
C. On July 20th, 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
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
Agenda Item #12.2.

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

1. Awarding the R23-79 Pavement Restoration Project and the R21-02 Crosswalk Improvements at Pratt & Elmhurst Project to Team Ghilotti Inc. in the amount of $1,687,141.00; and

2. Authorizing the City Manager to execute a construction contract with Team Ghilotti to Inc. for the R23-79 Pavement Restoration Project and the R21-02 Crosswalk Improvements at Pratt & Elmhurst Project in the amount of $1,687,141.00; and

3. Authorizing staff to execute a budget transfer of $75,145.78 from Measure T fund Balance fund 240 and $50,000 from the TDA III Grant and increase capital accounts 741-5014-3160 and 741-5014-3170 for the Crosswalk Improvements at Pratt & Elmhurst Project R21-02 as the work is included with the contract; and

4. Authorizing the Director of Public Works to approve Change Orders not-toexceed 15% of the total contract amount; and

5. The R23-79 Pavement Restoration Project and the R21-02 Crosswalk Improvements at Pratt & Elmhurst Project is found to be exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to Section 15301 (c) of Title 14 of the California Code of Regulations as it consists of minor alterations of existing street and sidewalk facilities.

Approved at a Regular Meeting of the St. Helena City Council on November 12, 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 #12.2.

Agenda Item #12.2.

RESOLUTIONo. 2023-97
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
. The project plans for the work were approved by the Director of Public Works pursuant to authority by St. Helena City Council on April25th, 2023; and . Pursuant to St. Helena Municipal Code Chapter 3.04; Article 3 Public Works Projects; Section 3.04.220 on June 22nd, 2023 a notice inviting bids was posted and distributed to contractors inviting bids for the R23-79 Pavement Restoration Project; and . On July 20th, 2023, four (5) bids were received and opened in accordance with applicable law; and
. 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
. City staff has determined that Team Ghi|otti’s bid satisfies the bidding requirements for the project; and
. 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 . 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.

The City Council of the City of St. Helena hereby resolves as follows: 1. Awarding the R23-79 Pavement Restoration Project to Team GhilottiInc. in the amount of $1,687,141.00; and Agenda Item #12.2.

2. Authorizing the City Manager to execute a construction co ntr
act
amount the inof
$1,687,141.00 with Team Ghilotti Inc. for the R23-79 Pave ment
Resto
ration Improvements Project; and

3. Authorizing the Director of Public Works to approve chang e
onot toexceed
r
d
e
rs
15% of the contract account; and

4. The Pavement Restoration Improvements Project R22-79ibetofu exempt snd from the requirements of the California Environmenta l
QAct (CEQA)
u
al
it
y
pursuant to Section 15301 (c) of Title 14 of the California C o
d
e
of itRegula as
tions consists of minor alterations of existing street and sidewalk project the as involves no expansion of an existing use.

Approved at a Regular Meeting of the St. Helena City Council on 8th, 2023 by the following vote:

Mayor Paul Dohring: YES
Vice Mayor Eric Hall: YES
Council Member Anna Chouteau: YES
Council Member Lester Hardy: YES
Council Member Billy Summers: YES
APPROVED:
:2?/Ma?a, W
W
W
Paul Jamison Dohring, Mayor Cindy Tzafopoulos, Citylerk Agenda Item #12.2.

Crosswalk Improvements on Main Street/Highway 29 at Pratt Avenue and Elmhurst Avenue
Category:

Project Main Street/Highway 29
Streets
Project No: R21-02
Location:

Responsible
Department:
2023-24 2024-25 2025-26 2027-28

PROJECT
TOTAL

EXPENDITURES
(Thousands of Dollars)
2026-27
Total YTD
05/16/23
3160 - Construction Contract 108,823 108,823
3170 - Contingency 16,323 16,323
EXPENDITURE TOTALS 125,146 125,146
FUNDING SOURCES
240-Measure T 75,146 75,146
741-Streets Capital Improvement - Grant
TDA III
50,000 50,000
FUNDING TOTALS 125,146 125,146
PROJECT PURPOSE & DESCRIPTION:   This project will upgrade curb ramps as well as improvement crosswalk markings and signage at Pratt and Elmhurst intersections.

NOTES:

EXPENDITURE ACCOUNTS:        Fund: 741    Dept: 5014
20 Agenda Item #12.2.

Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Finance
DATE: November 14, 2023
FROM: Martin Beltran, Senior Management Analyst
SUBJECT: Quarterly Grant Report for FY 2024 Q1, for the period ending September 30, 2023

RECOMMENDED
ACTION:

Receive and file report.

PREVIOUS COUNCIL
ACTION:

None

STATEMENT OF THE
PURPOSE:

To report grant activity for the period of July 1st through September 30, 2023.

FINANCIAL IMPACT: There is no fiscal impact associated with this report.

BACKGROUND: This report covers grant activity for the 1st Quarter of Fiscal Year (FY) 2024.

DISCUSSION:

New Awarded Grant Applications in FY 2024 1st Quarter
The City of St. Helena received three (3) new grant awards during 1st Quarter of Fiscal Year 2024.

Agency Project Award
California Department of
Forestry and Fire
Protection - Volunteer
Fire Capacity (VFC)
Program
Cost-share funds awarded to provide
assistance to rural areas in upgrading
their
capability to organize, train, and equip
local forces for fire protection.
$17,555
CDBG - Sewer Lateral
Replacement Project
Sewer Lateral Replacement Project
associated with Downtown
Streetscape
$500,000
US Department of Justice
FY 2023 Body-worn Camera Policy
and Implementation Program to
Support Law Enforcement Agencies
$34,000
California Department of Forestry and Fire Protection: Volunteer Fire Capacity (VFC) Program - The Volunteer Fire Capacity Grant (VFC) is intended to assist rural fire protection jurisdictions in the purchase of certain training, safety and communications equipment. The cost-share funds will be used to purchase supply hoses, communications radio, and safety equipment.

Agenda Item #12.3.

CDBG: Economic Development - Sewer Lateral Replacement Project - Sewer Lateral Replacement Project associated with Downtown Streetscape. This funding for a new activity and capital improvement will support the repair and/or replacement of private business owner’s sewer laterals in the downtown corridor of St. Helena.

US Department of Justice: FY 23 Body-worn Camera Policy and Implementation Program - Funding to purchase or lease body-worn cameras (BWCs) to establish or expand comprehensive body-worn camera programs with a specific and demonstrated plan to implement this technology to maximize the benefits of BWCs. Funding under this program also supports agencies with existing BWC programs that are seeking to improve the management, sharing, and integration of digital evidence generated from BWCs; optimize how prosecutors leverage BWC footage to improve operations; or use BWC footage to enhance officer training or constitutional policing practices.

Applications Pending
The City currently has five (5) applications pending.

Agency Project Amount
CalOES - HMGP:

Emergency Backup Power
City Hall and Police
Department Emergency
Backup Power
$452,791
CDBG - Housing
Rehabilitation Program
Owner-Occupied
Rehabilitation (OOR)
Program
$500,000
CDBG - Rental
Subsistence Program
Rental assistance for lowto moderate-income
households
$500,000
CDBG - Hunt's Grove
Parking Lot
Expansion and
improvements for Hunt's
Grove parking lot.
$200,000
US Department of Justice Fiscal Year 2023 COPS
Hiring Program (CHP) $125,000
CalOES HMGP: City Hall and Police Department Emergency Backup Power - Funding would be used to purchase and install emergency backup power for City Hall and Police Department that would provide provide sufficient power to an essential City facility both for emergency use and regular operations during power outages. The amount of $452,791 was requested in grant funding and $150,930 is the required City match.

CDBG: Housing Rehabilitation Program - The funding will be used to continue the Owner-Occupied Rehabilitation (OOR) Program to assist low-income homeowners whose primary residence is in need of repairs, improvements, or reconstruction necessary to meet federal, state, or local building codes and for correction of all health Agenda Item #12.3.

and safety deficiencies. The program would be managed in collaboration with the Napa Housing Authority.

CDBG: Public Services - Rental Subsistence Program - The City would partner would UpValley Family Centers to identify low- to moderate-income households that are in need of rental assistance.

CDBG: Hunts Grove Parking Lot Project - Funds will be used to expand and improve parking for Hunt's Grove Apartments to create space for an additional 12 parked cars.

The total amount of requested funding is $200,000. This project is currently on a waiting list.

US Department of Justice: FY2023 COPS Hiring Program (CHP) - The Fiscal Year 2023 COPS Hiring Program (CHP) is a competitive award program designed to provide funding to hire and/or rehire additional career law enforcement officers in an effort to increase their community policing capacity and crime prevention efforts.

Active Grants
The active grants are grant awards with signed agreements. The chart in Attachment 1 identifies the grant award, required match, and percent expended. Staff is currently managing approximately $7.1 million in active grant funds.

Closed Out Grants
Grants Project Award
Amount
Cash
Match
% Grant
Funds
Expended
Notes
CalTrans/Federal
- HSIP
Replacement of
125 lineal feet of
guardrail on
Silverado Trail
that is located in
the City limits of
St. Helena
$70,000 $ - 100.0%
Construction
is complete.

Closing out
project.

CENIC on behalf
of Califa
Connection to
CalRen Hub at
St. Helena
Public Library
Based on
discounts
applied -
Received
$4,011
$ - 100.0%
Received
discounts in
December
2021 and
March 2022.

Flood Projects
Department of Water Resources (DWR) – City Council approved the conservation easement on October 12, 2021 and it was recorded on February 25, 2022. All necessary paperwork and documentation for closeout and release of retention was completed and on December 30 2022, the City received the $237,148 retention.

Agenda Item #12.3.

Non-Profit Grant Funding
The FY 2023/24 grant application period closed on February 24, 2023. City staff received 22 applications for a total of $239,317 in funding requests. The Council working group, consisting of Mayor Dohring and Vice Mayor Hall, met on March 24, 2023, to review the applications and made funding recommendations. Funding recommendations were presented to City Council at the budget workshop meeting on May 23, 2023.

A total of 19 non-profit grant applications were approved for the FY 2023/24 grant period for a total of $140,000. The chart in Attachment 2 identifies the grant type, grantee, project description, award amount, and percent expended as of September 30, 2023.

A total of $90,000 in direct funding was allocated to the Boys and Girls Club, Rianda House, and UpValley Family Centers outside of the Non-Profit Grant Program. The recommended funding modifications were made to keep the overall contributions at current levels of approximately $230,000 with the Boys and Girls Club, Rianda House and UpValley Family Centers receiving an allocation of $30,000 each.

ENVIRONMENTAL REVIEW: None.

DOCUMENTS ATTACHMENTS:

Attachment 1: Active Grants_Revised
Attachment 2: Non-Profit Grant Funding
Agenda Item #12.3.

Active Grants
Grant Project Award
Amount
Additional
Project
Funding
% Grant
Funds
Expended
Notes
Bulletproof Vest
Partnership Purchase of 4 Bulletproof Vests $2,956 94.7% CalOES - HMGP
Defensible
Space/Fuel
Management
Phase I - Defensible Space and
Hazardous Fuels Reduction $122,250 65.0% -
Staff and Consultant
completed the tasks
outlined in Phase I. The
deliverables were
submitted to FEMA on
6/16/23 for review and
approval. Staff received a
Request for Information
(RFI) on 11/1/23.

CalOES - HMGP:

Emergency Backup
Power
City Corporation Yard and
Crinella Pump Station $257,380 0.0% -
Contract was awarded on
7/25/23 to CD & Power
(contractor). City is
working with CalOES a
budget revision for
additional grant funding.

The revised project cost is
$403,908.

CalOES - HMGP:

Wastewater
Treatment Plant
Backup Power
Wastewater Treatment Plant
Emergency Backup Power $728,438 0.0% -
Contract was awarded on
7/25/23 to CD & Power
(contractor). City is
working with CalOES a
budget revision for
additional grant funding.

The revised project cost is
$1,599,390.

CDBG-CV1 -
Childcare
Scholarship Program
Provide childcare scholarships
to income qualified families. $74,484 100.0% -
Reimbursement pending
closeout paperwork.

CDBG-CV2 & 3 -
Childcare
Scholarship Program
Provide childcare scholarships
to income qualified families. $0 0.0% -
An Amendment was
approved to reallocate
funds from the Child Care
Scholarship Program to
the Utility Assistance
Program.

CDBG-CV2 & 3 -
Utility Assistance
Program
Provide utility assistance to St.

Helena Residents. $271,053 55.0% -
HCD approved a Revision
to extend the assistance
to up to six months and
increase the maximum
dollar amount to $3,000
per eligible household.

Staff submitted a time
only extension to extend
the grant deadline until
10/31/2024.

CDBG - Public
Services
Community Wellness and
Mental Health Program $498,281 0.0% -
Aldea and City staff met
with HCD representatives
to kick-off the program.

CDBG - Economic
Development Business Assistance Program $500,000 42.0% - Two business loans have
been awarded.

Agenda Item #12.3.

Active Grants
Grant Project Award
Amount
Additional
Project
Funding
% Grant
Funds
Expended
Notes
Department of
California Highway
Patrol - CTFGP
Grant
Cannabis Tax Fund Grant
Program (GTFGP) $146,419 - 0.0%
Department of Water
Resources (DWR)
Comprehensive Flood Control
Project $2,371,333 $20,000,000 100.0%
The $237,148 retention
was received in
December 2022.

Retention was held until
Conservation Easement
was completed.

Friends & Foundation
Enhancements for Library (PT
Staff, Spanish/Youth/Adult
Programs, Materials, Elsie the
Cat, Supplies) $140,000 - 30.5%
Housing and
Community
Development (HCD) -
SB2 Planning Grant
Updates to current zoning code
in order to implement housing
policies and directives identified
in the General Plan and in the
2015 Housing Element. $160,000 $159,990 87.5%
Project continues to
progress as scheduled.

HCD - Local Early
Action Planning
(LEAP) Gran
Housing Element update to
facilitate compliance with the
6th Regional Housing Needs
Allocation (RHNA) cycle. $65,000 83.7% -
Project continues to
progress as scheduled.

HCD - HOME
Investment
Partnership Program:

Program
Funding to continue the OwnerOccupied Rehabilitation
Program. $500,000 0.0% -
Housing Authority is
working with applicants
for project approval
State of CA -
Department of
Alcoholic Beverage
Control
Minor Decoy, Shoulder Tap,
and IMPACT Program. $20,000 0.0% -
State of CA -
Department of
Justice
Funding for School Resource
Officer. $454,788 0.0% -
State of CA -
Department of Parks
and Recreation
Funding to Replace Crane Park
Playground Equipment. $177,952 0.0% -
A Request for Proposals
(RFP) was issued on
9/21/23 with a submittal
deadline of 10/18/23.

Upper Valley Waste
Management
Money Way Waste/Recycling
Consolidation Project $120,000 0.0% -
Project is in the Design
Phase

Agenda Item #12.3.

FY 2023/24 Non-Profit Grant Funding
Grantee Project Description Award Amount Percent
Expended
Cafeteria Kids
Theater
Summer Drama in St.

Helena $1,000 0%
Festival Napa Valley How I see Music
Education Program $8,000 0%
Friends of the
Cameo Faces of St. Helena $8,500 0%
Music in the
Vineyards MITV Connects $3,000 0%
Napa Valley College
DAS Foundation Viva Mariachi! St. Helena $5,000 0%
Nimbus Arts
Dia de los Muertos
Community Celebration,
free Teen Tuesday art
program, Harvest Festival
and St. Helena Holiday
Event
$20,000 0%
Rianda House Visit Me Today $7,500 0%
St. Helena Cemetery
Association
St. Helena Cemetery
Chinese Monument
Project
$10,000 0%
St. Helena
Community Band
St. Helena Community
Band Yearly
Performances
$10,000 0%
St. Helena
Community Garden
St. Helena Community
Garden Supplies $2,500 0%
St. Helena
Cooperative Nursery
School
St. Helena Cooperative
Nursery School $7,000 0%
St. Helena Farmers
Market Market Match Program $9,000 0%
St. Helena Historical
Society
Educational Lecture
Series and Cemetery
Tour
$10,000 0%
St. Helena Little
League
SHLL Uniforms &
Equipment $5,000 0%
St. Helena
Preschool for All
St. Helena Preschool for
All Scholarships $12,000 0%
Sustainable St.

Helena
St. Helena Redwood
Forest $5,000 0%

Agenda Item #12.3.

FY 2023/24 Non-Profit Grant Funding
Grantee Project Description Award Amount Percent
Expended
The White Barn Napa Valley Puppet
Festival $3,000 0%
Upstage Napa
Valley
3rd Annual Upstate NV
Playwright Festival
(Playfest 2023)
$6,000 0%
Upvalley Family
Centers of Napa
County
Ninos Activos / Active
Kids | Bilingual
Playgroups
$7,500 0%
Totals $140,000 0.00%

Agenda Item #12.3.

Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Finance
DATE: November 14, 2023
FROM: Martin Beltran, Senior Management Analyst
SUBJECT: Proposed adoption of a Resolution (1) Authorizing the City Manager to sign a Grant Agreement (7GF23019), and
potential subsequent amendments, with the State of
California Department of Forestry and Fire Protection for Volunteer Fire Capacity, with a term that commences on
the date of approval through June 30, 2024, in the amount of $17,555.09; 2) Authorizing the City Manager to sign
form AD-1048, entitled “Certification Regarding
Debarment, Suspension, Ineligibility and Voluntary
Exclusion-Lower Tier Covered Transactions".

RECOMMENDED
ACTION:

Adopt the attached Resolution.

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
PURPOSE:

The purpose is to accept a grant with the State of
California Department of Forestry and Fire Protection for Volunteer Fire Capacity and authorize the City Manager to execute the grant agreement and necessary documents
related to the grant.

FINANCIAL IMPACT: Expenses and revenues associated with this Grant are included in the Fiscal Year 2023-2024 Department Budget.

All funds paid to the City under the terms of this Grant Agreement must be matched by the City on a dollar-fordollar basis (50/50 matching funds basis).

BACKGROUND:

The Volunteer Fire Capacity (VFC) Program is a Federally-funded grant program that allows California to provide local and rural fire departments with minor firefighting, training, communications and safety equipment for their volunteer firefighters. The VFC Program is not intended for major equipment (fire engines, vehicles, etc.) or Capital repairs. The VFC Program has a 50/50 match requirement which means that the applying Fire Department must be able to meet the intended grant award, dollar for dollar. Awards for departments are set at a minimum of $500 with a maximum of $20,000. Amounts may be adjusted based on the grant funding available.

Agenda Item #12.4.

DISCUSSION:

On May 4, 2023, the Fire Department submitted an application to the California Department of Forestry for funding under the Cooperative Assistance Act of 1978 Volunteer Fire Capacity (VFC) Program. The grant application requested reimbursement for the purchase of two mobile 110W mounted radio communications, safety equipment, and supply hoses. On August 7, 2023, the Fire Department was notified of the approval of its application, awarding $17,555.09 by the California Department of Forestry and Fire Protection for the Volunteer Fire Capacity Grant Program.

To accept the grant funding, the City must submit the Agreement, Resolution, and AD1048 form by email no later than December 1, 2023. Staff recommends City Council accept the grant and approve a resolution authorizing the City Manager to sign grant related documents and program agreements related to the Volunteer Fire Capacity (VFC) Program.

ENVIRONMENTAL REVIEW: None.

DOCUMENTS ATTACHMENTS:

Attachment 1: 2023 VFC Resolution
Attachment 2: Agreement 7GF23019
Attachment 3: AD-1048 Form
Agenda Item #12.4.

BEFORE THE CITY COUNCIL OF THE
CITY OF ST. HELENA

COUNTY OF NAPA , STATE OF CALIFORNIA
IN THE MATTER OF:

Resolution Number:

Approving the Department of Forestry and Fire Protection Agreement #__7GF23019__ for services from the date of last signatory on page 1 of the Agreement to June 30, 2024, under the Volunteer Fire Capacity Program of the Cooperative Forestry Assistance Act of 1978.

BE IT RESOLVED by the City Council of the City of St. Helena, that said City Council does hereby approve the Agreement with the California Department of Forestry and Fire Protection dated as of the last signatory date on page 1 of the Agreement, and any amendments thereto. This Agreement provides for an award, during the term of this Agreement, under the Volunteer Fire Capacity Program of the Cooperative Fire Assistance Act of 1978 during the State Fiscal Year 2023-24 up to and no more than the amount of $17,555.09.

BE IT FURTHER RESOLVED that Anil Comelo, City Manager of said City be and hereby is authorized to sign and execute said Agreement and any amendments on behalf of the City of St. Helena.

The foregoing resolution was duly passed and adopted by the City Council of the City of St. Helena, at a regular meeting thereof, held on the 14th day of November, 2023 by the following vote:

AYES:

NAYS:

ABSENT:

APPROVED: ATTEST:
______________________ ________________________
Paul Jamison Dohring, Mayor Cindy Tzafopoulos, City Clerk Agenda Item #12.4.