St. Helena City Council
November 28, 2023

City of St. Helena
Regular City Council Meeting
Tuesday, November 28, 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
*Please note an item will be taken out of order. Item 15.1 will heard at a time certain to begin at 7:00 pm.

5. 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.

5.1. 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.

Estimated start time: 6:05 p.m.

CEQA Determination: Not a CEQA project
9 - 73

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

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

7. ADOPTION OF MINUTES

7.1. Consideration and proposed approval of Regular Meeting Minutes of November 14, 2023
Estimated start time: 6:45 p.m.
11-14-2023 Regular City Council - Minutes
75 - 82

8. 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: 6:50 p.m.

8.1. Public Comment.David Knudsen 83 - 84

9. 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: 6:55 p.m.

10. PRESENTATIONS AND PUBLIC RECOGNITIONS

10.1. Tracy Cleveland, Napa County Agricultural Commissioner/Sealer will provide a presentation on the Mediterranean oak borer (Xyleborus monographus), or MOB, is an invasive ambrosia beetle to native oak trees.

Estimated start time: 7:45 p.m.

11. STAFF BRIEFING

None

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: 7:55 p.m.

12.1. Notice to Council that PSA Amendment No. 01 to the Professional Service Agreement Coastland Engineering to be Issued for Recycled Pipeline Engineering Support for CIP Project No. S-52 Wastewater Treatment and Reclamation Plant Project in the amount of $35,346 of a total not-to-exceed amount of $100,000.

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

None. This is an informational item only.

Staff Report - Pdf
85 - 90

12.2. Approval of a resolution authorizing a 1-year Professional Services Agreement with Telstar Instruments for Instrumentation Maintenance and Repair Services at the Water Treatment Plant for a total not to exceed amount of $80,000 currently budgeted in FY23-24.

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

Authorize execution of the contract.

Staff Report - Pdf
91 - 112

12.3. October 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.

Staff Report - Pdf
113 - 118

12.4. Approval of a resolution authorizing Water Treatment Plant Valve control technology Improvements totaling $154,366.00 including the purchase of filter valve automation cards for a not to exceed cost of $65,149.00 and execution of a Professional Services Agreement with Telstar Instruments for the required programming into the SCADA system for a not to exceed cost of $89,217.00
CEQA Determination: Not a CEQA project
Prepared By: Lesley Milton, Asst. to the City Manager
Recommendation:

To approve the resolution authorizing the professional services contract with Telstar and the purchase of required actuator equipment. 119 - 142

Staff Report - Pdf

12.5. This item will not be heard.

Authorize Issuance of a Request for Bids (RFB) for Demolition of City Hall/Police Department Building located at 1480 Main Street and a Request for Qualifications (RFQ) for a Temporary Operator at the site for no more than 5 years.

12.6. Consideration and proposed adoption of a Resolution authorizing the City Manager to execute Amendment No. 3 to Professional Services Agreement STH Contract: FY 2019-017 in the amount of $532,466 with HydroScience Engineers for services to fulfill CIP Project No. S-52 Wastewater Treatment and Reclamation Plant Project for a total not-toexceed amount of $2,020,396 and approve updated budget for CIP Project S-52 reallocating funds from budgeted Contingency funds into Design and Construction Management accounts and not increasing the total cost of the project.

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

Approval of Amendment #3 and updated CIP Budget.

Staff Report - Pdf
143 - 209

12.7. Second reading and proposed adoption of an Ordinance updating Chapter 3.32 related to development impact Fees.

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

Conduct the second reading by title only of an ordinance (Attachment B) amending Title 3 Revenue and Finance, Chapter 3.32 Development Impact Fees related to such fees.

Staff Report - Pdf
211 - 310

12.8. Consideration of resolution directing City staff to propose future Zoning Code amendments to prohibit new fossil fuel (gas) service station uses and structures.

CEQA Determination: Exempt
Prepared By: Andrew Bradley, Asst. to the City Manager
Recommendation:

Adopt a resolution directing City staff to process a future zoning code amendment prohibiting the establishment or expansion of any new fossil fuel (gas) service stations.

Staff Report - Consideration of Gas/Fuel Station Ban - Pdf 311 - 316

13. PUBLIC HEARINGS
None

14. OLD BUSINESS

None

15. NEW BUSINESS

15.1. Consideration and approval of a resolution declaring City parcels to be surplus (1480 Main Street and 1572 and 1574 Railroad Avenue) CEQA Determination: Exempt
Prepared By: Anil Comelo, City Manager
Recommendation:

Staff recommends City Council approve a resolution declaring parcels 1480 Main Street (A.P.N. 009-211-016), and 1572 and 1574 Railroad Avenue (A.P.N.009-193-002), surplus land under the Surplus Land Act Gov. Code Section 54220 et. seq.

Staff Report - Pdf
Presentation
317 - 344

15.2. Consideration and proposed approval of a resolution appointing applicants to the Ad Hoc Water/Wastewater Exploratory Committee Estimated start time: 8:00 p.m.

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

Appoint three applicants.

Staff Report - Pdf
345 - 348

15.3. Consideration and Adoption of a Resolution accepting the Pavement Technical Assistance Program (P-TAP) Final Report and provide comments and direction on the proposed 5-year Pavement Restoration Project List.

Estimated start time: 8:10 p.m.

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

Adopt Resolution and provide direction on the 5-year project list approach.

Staff Report - Pdf
349 - 514

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 December December 12, 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 28 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.

Agenda Report to the City Council
Agenda Section: NEW BUSINESS
Department: Finance
DATE: November 28, 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 there is no Fiscal Impact to the FY 2023-24 Operating Budget as the $101,390 for the cost of issuance will be reimbursed through the installment sale agreement and will be included in the debt principal amount.

BACKGROUND:

City staff is proposing the issuance of a $3.475 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. To complete funding for the project, the City was intending to do interfund loans from the Traffic Impact Fee Fund in the amount of $873,610 and the General Fund in the amount of $2,000,000. The balance of the funding was expected to come from Sewer Enterprise Fund reserves. It Agenda Item #5.1.

is now possible for the City’s Sewer Enterprise Fund to repay the proposed 2023 Sewer Bond directly without the need for interfund loans.

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”).

Agenda Item #5.1.

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

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 #5.1.

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 1.25x 1.20x 1.20x
(*) The Financing Team expects to lock the interest rate on November 29th upon review and approval by the City Council / Authority on November 28th.

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 Agenda Item #5.1.

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.

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 28th. Upon approval, the Financing Team will work with JP Morgan Chase to lock the interest rate on November 29th. The Financing Team will update the City Council / Financing Authority as to the latest interest rate at the November 28th 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 $660,000 in total debt service.

Below are estimates of the proposed 2023 Sewer Bond:

Principal Amount $3,475,000
Project Fund $3,373,610
Costs of Issuance $101,390
Total Interest $1,599,474
Total Debt Service $5,074,474
Final Maturity FY 2039 (15yrs)
Interest Rate (1) 4.62%
"All-In" TIC (2) 5.01%
(1) The most recent interest rate as of November 14th. The Financing Team expects to lock the interest rate on November 29th upon review and approval by the City Council/Authority on November 28th. (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
Agenda Item #5.1.

Contingency Rounding/Miscellaneous $4,896.25
Total $101,390.00
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 28, 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: 4.620740%.

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: $3,373,610.00.

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): $5,074,473.52.

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.

Agenda Item #5.1.

DOCUMENTS ATTACHMENTS:

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 Agreement - 2023 St Helena ISA (Wastewater) 2023 Sewer Bond Presentation for the November 28, 2023 City Council Financing Authority Meeting (11-16-23, v3.0)
Agenda Item #5.1.

CITY OF ST. HELENA
RESOLUTION NO. 2023-____
Resolution 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 (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 $3,500,000, 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
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 Agenda Item #5.1.

2 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
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, in the form on file with the City Clerk. The Mayor, City Manager, or 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.

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.

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. Effective Date. This Resolution shall take effect immediately upon its passage and adoption.
* * * * * * * * * *
Agenda Item #5.1.

3 Approved at a Regular Meeting of the St. Helena City Council on November 28, 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 #5.1.

ST. HELENA FINANCING AUTHORITY
RESOLUTION NO. 2023-____
Resolution 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 (the “Bank”) according to terms it submitted; and
E. WHEREAS, the City has determined that it is in its best interests to provide long-term 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 $3,500,000, 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
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 Agenda Item #5.1.

2 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
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.

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, or 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 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 28, 2023, by the following vote:

Agenda Item #5.1.

3 Chair Dohring: ______________
Vice Chair Hall: ______________
Boardmember Chouteau: ______________
Boardmember Hardy: ______________
Boardmember Summers: ______________
APPROVED:
_______________________
Paul Jamison Dohring, Chair
ATTEST:
________________________
Cindy Tzafopoulos, Secretary
Agenda Item #5.1.

Jones Hall Draft of Nov. 15, 2023

INSTALLMENT SALE AGREEMENT
This INSTALLMENT SALE AGREEMENT (together with any amendments hereof and supplements hereto, this “Agreement”), dated as of December 13, 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.

B A C K G R O U N D :

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 asignee (the “Assignee”), under an Assignment Agreement dated as of December 13, 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).

A G R E E M E N T :

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

Agenda Item #5.1.

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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 #5.1.

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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 December 13, 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 Agenda Item #5.1.

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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. “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 December 13, 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; Agenda Item #5.1.

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(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) 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 #5.1.

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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 Agenda Item #5.1.

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maintain and preserve the Wastewater System in good repair and working order, and 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; Agenda Item #5.1.

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(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 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 Agenda Item #5.1.

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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 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.

Agenda Item #5.1.

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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 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 Agenda Item #5.1.

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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.
(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.

Agenda Item #5.1.

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(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 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.

Agenda Item #5.1.

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(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 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 Agenda Item #5.1.

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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 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 #5.1.

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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 Agenda Item #5.1.

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reimburse the 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 Agenda Item #5.1.

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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 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 Agenda Item #5.1.

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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 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.

Agenda Item #5.1.

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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 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 Agenda Item #5.1.

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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 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 Agenda Item #5.1.

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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 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.

Agenda Item #5.1.

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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 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;
Agenda Item #5.1.

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(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 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.

Agenda Item #5.1.

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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 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, Agenda Item #5.1.

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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 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 Agenda Item #5.1.

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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.
(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 Agenda Item #5.1.

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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. (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 Agenda Item #5.1.

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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
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.

Agenda Item #5.1.

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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 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 Agenda Item #5.1.

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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.

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: ________
Agenda Item #5.1.

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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 thirdparty 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.

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.

Agenda Item #5.1.

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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 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 #5.1.

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[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 #5.1.

APPENDIX A

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

Agenda Item #5.1.

Jones Hall Draft of Nov. 15, 2023

ASSIGNMENT AGREEMENT
This ASSIGNMENT AGREEMENT (this “Agreement”), dated as of December 13, 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”).

B A C K G R O U N D :

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 December 13, 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.

A G R E E M E N T :

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 Agenda Item #5.1.

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 #5.1.

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 re-assign 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 Agenda Item #5.1.

4 Commission under the Securities Exchange Act of 1934, pursuant to Section (d)(1)(i) of said Rule.
(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 Agenda Item #5.1.

5 proceedings on the grounds of sovereignty, the Authority hereby waives and agrees not to claim, to the 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 #5.1.

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 #5.1.

Installment Sale Agreement (the “2023 Sewer Bond”)
City Council / St. Helena Financing Authority November 28, 2023 "Independent Registered Municipal Advisor"
Agenda Item #5.1.

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 #5.1.

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, 2030
Remaining Amount: $940,000
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: $917,392
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 Sewer Plant Improvements (To Be Repaid from Proceeds of USDA Loan After Project Completion)
Agenda Item #5.1.

3 Summary of the RFP Responses
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
November
29th
30 Days
Prior to
Closing
Locked Upon
Acceptance of
RFP (*)
Rate
Locked
Through
December
8 th
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 1.25x 1.20x 1.20x (*) The Financing Team expects to lock the interest rate on November 29th upon review and approval by the City Council / Authority on November 28th.

Agenda Item #5.1.

4 Estimated Financing Summary
Principal Amount $3,475,000
Project Fund $3,373,610
Costs of Issuance $101,390
Total Interest $1,599,474
Total Debt Service $5,074,474
Final Maturity FY 2039 (15yrs)
Interest Rate (1) 4.62%
“All-In” TIC (2) 5.01%
(1) The most recent interest rate as of November 14th. The Financing Team expects to lock the interest rate on November 29th upon review and approval by the City Council / Authority on November 28th.
(2) Includes $101,390 in Costs of Issuance
Agenda Item #5.1.

5 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 #5.1.

6 Estimated Amortization
Agenda Item #5.1.

7 Estimated Debt Service (“All Obligations”)
Agenda Item #5.1.

8 Estimated Debt Service Profile (“All Obligations”)
Agenda Item #5.1.

9 Cash Flow and Coverage
Pro Forma Cash Flow and Debt Service Coverage ($000)
Line Item FY 2024 FY 2028
Revenue
Rates and Charges (1) $3,520 $3,575
Charges for Services (Additional Rates) (1)(2) $1,467 $2,699 Other Revenue (1) $3 $3
Rate Stabilization Fund Deposit $210 $0
Interest Earnings (3) $11 $9
Total Revenue $5,211 $6,286
Less: O&M
Operations and Maintenance (1) $2,602 $3,077
Personnel Services (1) $1,594 $1,195
Total O&M $4,196 $4,272
Net Revenue $1,015 $2,014
Less: Parity Debt Service ($814) ($977)
Available for Capital /
Other
$201 $1,037
Operating Reserve (EOY) $1,113 $710
Reserve % of O&M 27.0% 17.0%
Debt Service Coverage 1.25x 2.06x
Agenda Item #5.1.

10 Proposed Financing, Financing Team and Recommended Action Proposed Financing
— $3.475 million direct placement to a JP Morgan Chase Bank (Currently 4.62%, Rate TBD on November 29th)
— Competitively bid to multiple direct placement lenders — Proposed 15-year amortization, no reserve fund
— Costs of issuance of $101,390
— Allows City to forego interfund loans from the Traffic Impact Fee Fund ($873k), the General Fund ($2 million) and dipping further into Sewer Enterprise Fund reserves Financing Team
— Municipal Advisor: Del Rio Advisors, LLC
— Placement Agent: Brandis Tallman, a Division of Oppenheimer & Co. Inc. — Bond Counsel: Jones Hall
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.

Agenda Item #5.1.

11 Questions and Discussion
?
Agenda Item #5.1.

MINUTES
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
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, Council Member Anna Chouteau, Council Member Lester Hardy, and Council Member Billy Summers

Absent: Vice Mayor Eric Hall

1. CALL TO ORDER

2. ROLL CALL

3. PLEDGE OF ALLEGIANCE

4. ADOPTION OF THE AGENDA

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

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

5. ADOPTION OF MINUTES

5.1 Consideration and proposed approval of Regular Meeting Minutes of October 24, 2023
Estimated start time: 6:05 p.m.

Council Member Lester Hardy moved to adopt the minutes as presented. The motion was seconded by Council Member Anna Chouteau and on roll call carried by the following vote:

Agenda Item #7.1.

Regular City Council
November 14, 2023
AYES: Mayor Paul Dohring, Council Member Anna Chouteau, Council Member Lester Hardy, and Council Member Billy Summers
NOES: None
ABSENT: Vice Mayor Eric Hall
ABSTAIN: None
RECUSE: None

6. PUBLIC FORUM:

Grace Kistner and Pat Dell 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.

Mayor Dohring requested that interim measures to the downtown sidewalks be agendized at a future meeting, Council Member Hardy agreed.

Reports were made by staff and the City Council.

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.

9. JOINT CITY COUNCIL AND FINANCING AUTHORITY NEW BUSINESS:

Item 9.1 is continued to a date certain of November 28, 2023.

9.1 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.

Estimated start time: 6:25 p.m.

CEQA Determination: Not a CEQA project
Prepared By: Mandy Kellogg, Administrative Services Director Agenda Item #7.1.

Regular City Council
November 14, 2023
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.

10. STAFF BRIEFING

10.1 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

10.2 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.

11. 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)
Prior to considering consent items City Attorney Ethan Walsh read a statement aloud regarding item 12.6. Under the Brown Act a statement must be read aloud that includes a summary of action.

11.1 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.

11.2 Consideration and proposed approval of a Resolution (1) Rescinding Resolution 2023-97; (2) Awarding the Pavement Restoration Project to Team Agenda Item #7.1.

Regular City Council
November 14, 2023
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).

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

Approve the attached Resolution.

11.3 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.

11.4 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.

11.5 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.

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

Agenda Item #7.1.

Regular City Council
November 14, 2023
CEQA Determination: Not a CEQA project
Prepared By: Mandy Kellogg, Administrative Services Director Recommendation:

Approve the attached resolution.

11.7 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.

11.8 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.

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

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

12. PUBLIC HEARINGS

12.1 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
Agenda Item #7.1.

Regular City Council
November 14, 2023
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.

Mandy Kellogg, Administrative Services Director reported on the item.

Carlos Villarreal, Willdan Consultant provided a presentation.

Garry Rose addressed the City Council.

Council Member Anna Chouteau moved to approve staff's recommendation.

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

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

13. OLD BUSINESS
None

14. NEW BUSINESS

14.1 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 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.

Marion Traverso, Project Manager reported on the item.

Agenda Item #7.1.

Regular City Council
November 14, 2023
No public comment was received.

Council Member Anna Chouteau moved to adopt the resolution. The motion was seconded by Council Member Billy Summers and on roll call carried by the following vote:

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

14.2 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.

Mario Traverso, Project Manager reported on the item.

No public comment was received.

Council Member Lester Hardy moved to adopt the resolution. The motion was seconded by Council Member Anna Chouteau and on roll call carried by the following vote:

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

15. CITY COUNCIL REPORTS:

15.1 A. Association of Bay Area Governments (ABAG) - Executive Board B. Association of Bay Area Governments (ABAG) - General Assembly Agenda Item #7.1.

Regular City Council
November 14, 2023
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

16. ADJOURNMENT
Mayor Dohring adjourned the meeting at 8:05 p.m.

APPROVED:
______________________________
Paul Jamison Dohring, Mayor
ATTEST:
_________________________
Cindy Tzafopoulos, City Clerk
Agenda Item #7.1.

Agenda Item #8.1.

Agenda Item #8.1.

Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Public Works
DATE: November 28, 2023
FROM: Eric Janzen, Assistant Public Works Director
SUBJECT: Notice to Council that PSA Amendment No. 01 to the Professional Service Agreement Coastland Engineering to be Issued for Recycled Pipeline Engineering Support for CIP Project No. S-52 Wastewater Treatment and
Reclamation Plant Project in the amount of $35,346 of a total not-to-exceed amount of $100,000.

RECOMMENDED
ACTION:

None. This is an informational item only.

PREVIOUS COUNCIL
ACTION:

On June 13, 2023, the City Council approved Resolution
2023-63 authorizing the City Manager to execute a
Professional Services Agreement with Coastland Civil
Engineering, LLP. This agreement allows for Staff to
obtain general engineering support for projects related to the CIP program with a task order.

STATEMENT OF THE
PURPOSE:

Providing Notice to Council that the Director of Public Works will issue PSA Amendment #01 to Coastland Civil
Engineering, LLP to conduct a Right-of-Way study for
recycled water distribution pipeline(s) (CIP Project No.

S21-01) in support of CIP Project No. S-52 Wastewater
Treatment and Reclamation Plant Project.

FINANCIAL IMPACT: This Notice will incur an estimated contract cost of $35,346 of the not-to-exceed amount of $100,000 stipulated in the Professional Services Agreement with Coastland Civil
Engineering, LLP and adopted by Council in the FY 2023- 24 Public Works budget. Funding for this specific scope will be from CIP Project No. S21-01 WWTP Recycled
Pipeline and Pump Station.

BACKGROUND:

Adoption of the FY2023/24 Capital Improvement Program and a number of City Council adopted Goals, the Public Works Department workplan for the next several fiscal years is the largest in recent memory. To accomplish the robust proposed workplan, supplemental professional services are needed to bring the volume of projects to fruition. Given the recent challenges related to recruitment of qualified technical staff, Council authorized the City Manager to engage Coastland Civil Engineering, LLP for engineering support based.

Agenda Item #12.1.

DISCUSSION:

PW Staff wish to engage Coastland Civil Engineering, LLP to study right-of-way needs along prospective routes for the proposed recycled water distribution pipeline. Initial evaluation by Staff has shown that existing wastewater collection right-of-way may not offer the best routing for recycled water distribution. Staff wish to have a professional third-party study potential route, evaluate right-of-way needs along each and the constraints related to possible easement acquisition.

ENVIRONMENTAL REVIEW:

The project supports a minor alteration of an existing facility being used for the same or similar kind of purpose. The project falls within exempt Class 1 defined in Section 15301 of CEQA.

DOCUMENTS ATTACHMENTS:

Final Scope.2023.10.09_Reclaimed Water Line Alignment Alternatives Agenda Item #12.1.

Santa Rosa Auburn Pleasant Hill Fairfield
1400 Neotomas Avenue 11641 Blocker Drive, Ste. 170 3478 Buskirk Avenue, Ste. 1000 420 Executive Court North, Ste. G Santa Rosa, CA 95405 Auburn, CA 95603 Pleasant Hill, CA 94523 Fairfield, CA 94534 Tel: 707.571.8005 Tel: 530.888.9929 Tel: 925.233.5333 Tel: 707.702.1961

www.coastlandcivil.com
October 9, 2023
Eric Janzen
City of St. Helena
1088 College Avenue
St. Helena, CA 94574
Subject: Reclaimed Water Line Alignment Alternatives Analysis Dear Eric,
In response to your request, we are pleased to present this proposal for professional engineering services to the City of St. Helena for the Reclaimed Waterline Alignment Alternatives Analysis.

PROJECT UNDERSTANDING AND APPROACH
The City would like Coastland to evaluate alignment alternatives for routing a new reclaimed water distribution system from the Wastewater Treatment Plant (WWTP) to Crane Park and the new Farmstead Development site at the intersection of Mills Lane and Highway 29. The City’s WWTP is currently being upgraded to be capable of producing reclaimed water. The plant upgrades are anticipated to be completed by February 2024.

We understand that the City is under a contractual obligation to provide tertiary water to the future Farmstead Development. As part of that development the applicant will be constructing a portion of the reclaimed water distribution system, connecting the existing unused reclaimed water line in Grayson Avenue and extending east along Mills Lane to connect to the development’s onsite system. From the Farmstead development, the reclaimed waterline was also to be extended east in Mills Lane to connect to a future reclaimed waterline. When the development agreement was approved for Farmstead, there was an assumption that the reclaimed waterline from the WWTP would use the existing sewer easement and end where the sewer easement intersects Mills Lane.

The developer from Farmstead was conditioned to extend the reclaimed waterline from their development east on Mills Land and connect with the new reclaimed waterline. Due to questions now raised as to whether the existing easement can be used for the new reclaimed waterline, alternative routes must be explored.

To assist the City in selecting an alternative, Coastland will assess the feasibility of two alignment alternatives for construction of the reclaimed water line. The first alignment will be from the WWTP to Mills Lane through the existing vineyards using the existing sewer easement. We understand there may be legal issues on the feasibility of using the existing sewer easement for a new reclaimed waterline. Both Coastland and City staff will have to work with the City Attorney’s office to determine whether the language in the existing easement will allow the easement to also be used for a reclaimed waterline.

The second alternative alignment will be to extend a reclaimed waterline from the WWTP to the west along Chaix Lane to Highway 29. The alignment would then proceed north along Highway 29 to the Mills Lane intersection.

The reclaimed waterline would be placed somewhere between Highway 29 and the Wine Train tracks. Although this may be feasible, we are aware of some existing utilities in this same corridor that may or may not be an issue.

We will investigate the feasibility of this alignment during our study.

For each alignment we will prepare an exhibit drawn over an aerial image, no topographic or property boundary survey is included with this proposal. The base mapping will include available County LiDAR, County parcel data, Agenda Item #12.1.

October 9, 2023
Mr. Eric Janzen
and applicable City GIS layers. It is assumed the City will provide copies of existing easements for the existing public sanitary sewer facilities that cross the vineyard properties, as well as any easements in Chaix Lane. We also assume the City Attorney will provide guidance with respect to the existing easement language and whether a new reclaimed water line can be installed within the existing easements.

As a potential third option, we can look at an alignment that would extend a reclaimed waterline west on Chaix Lane to Highway 29, then proceed north on Highway 29 to Sulphur Springs Avenue, head west on Sulphur Springs Ave. to S. Crane Avenue, then north on S. Crane Avenue to Grayson Avenue. We only mention this option as an alternative if utilities in Highway 29 prove to be a significant problem. Please note we have not included this third option in our scope or fee but can do so if necessary.

Based on this understanding, the following is our proposed scope of work:

SCOPE OF WORK
TASK 1 – PROJECT MEETINGS, PRELIMINARY RESEARCH AND COORDINATION Meetings with City Representatives
We propose to meet with City staff to discuss project details, establish goals, review the project schedule and coordinate efforts. Included are the project kick-off meeting and two (2) progress design review meetings.

Background Information
We will assemble available City information pertaining to the project including as-built drawings, GIS base layers, easement documents, and right of way mapping.

We will visit the project site and walk the proposed alignment routes, take digital photos of the site and observe existing conditions in the field so we may be able to identify any unusual or special conditions that may affect the project design or construction. We will also use our Trimble receiver to geolocate the existing sanitary sewer manhole rims to overlay onto the base mapping.

Utility Coordination
We propose to coordinate with outside utility companies to ensure that all existing facilities, both underground and overhead, are identified accurately during the design phase. We will write letters to PG&E, AT&T, and Comcast informing them of the project and requesting their facility drawings.

TASK 2 – EASEMENT RESEARCH AND MAPPING
Our subconsultant Cinquini and Passarino, Inc. (CPI) will perform a desk study of the existing easements and available record deed information. Included is up to twenty (20) legal descriptions for existing sanitary sewer easements. This work includes the following:
• Review of City provided easement descriptions and plats, if applicable. • Prepare an Autodesk Civil 3D .dwg file which includes linework for the easement descriptions. The intent is to connect the easements together through common calls within the individual easements.

TASK 3 – ALTERNATIVES ANALYSIS AND ESTIMATE
Following our background research, including documentation gathering, utility coordination, and field review, we will prepare two exhibits, one for each alternative alignment, depicting the location of the new reclaimed water line, existing utilities to the extent possible. We will also include an engineer’s opinion of probable construction cost for each alternative. A memorandum will be prepared summarizing the pros and cons of each alternative and construction method recommendations.

Agenda Item #12.1.

October 9, 2023
Mr. Eric Janzen
Included with this task are efforts to address up to two (2) rounds of City staff comments.

We will provide the City with electronic files of the exhibits and the engineer’s opinion of probable construction cost. (PDF, MS Excel formats as appropriate).

EXCLUSIONS
The following work is not included in our proposal. However, Coastland would be pleased to provide these services if the City desires:
 Title Research, Title Reports, field surveys, boundary and/or right of way resolutions  Environmental assessments or permitting.
 Easements, or preparation of associated documents.
 Public coordination and outreach.
 Final design of the improvements.

PROJECT FEE
As outlined in the attached work estimate, we propose to provide these services on a time and materials basis with a not-to-exceed budget of $35,346. The total amount we have specified is only for our described scope of work. If the City requests work to be performed outside the scope of work or if the scope of work changes, we reserve the right to renegotiate the cost for the additional work. Please note that we have estimated a budget of $250 for reimbursable costs. This amount is included in the above total and is for reimbursable costs that are typically billed on an as-incurred basis plus 15%.

We hope this proposal meets your expectations. If you have any questions regarding this proposal, you can reach John at (707) 495-5201 or [email protected], or Steve at (707) 636-7021 [email protected].

We thank you for this opportunity and look forward to working with you.

Sincerely,
Coastland Civil Engineering, LLP

John Wanger, PE Steve Van Saun, PE
CEO Supervising Engineer
Attachments: Work Estimate
Agenda Item #12.1.

$235 $210 $175 $145 CPI
1 Project Meetings, Preliminary Research and Coordination Kick off Meeting 2 2 4 $890
Design Progress Meetings (2) 4 4 8 $1,780
Background Information 2 2 $420
Field Review 8 8 16 $3,080
Utility Coordination 2 4 6 $930
Subtotal 36 $7,100
2 Easement Research and Mapping
Easement Research and Mapping 2 8 $11,351 10 $13,171
Subtotal 10 $13,171
3 Alternatives Analysis and Estimate
Preliminary Analysis and Estimate 1 6 32 6 45 $7,965
Address Two (2) Rounds of City Comments 1 2 24 4 31 $5,435 Summary Memorandum 1 4 2 7 $1,425
Subtotal 83 $14,825
Direct Costs (repro, mileage, etc.) $250
Total Cost 9 30 76 14 $11,351 129 $35,346
Engineering Design
Services City of St. Helena

WORK ESTIMATE

TASK TOTAL FEE TOTAL
HOURS
Task Information
Principal
Engineer

RECLAIMED WATER LINE

ALIGNMENT ALTERNATIVES

ANALYSIS
Assistant
Engineer
Hours & Cost
Supervising
Engineer
Junior
Engineer Subconsultant
Agenda Item #12.1.

Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Public Works
DATE: November 28, 2023
FROM: Lesley Milton, Asst. to the City Manager
SUBJECT: Approval of a resolution authorizing a 1-year Professional Services Agreement with Telstar Instruments for
Instrumentation Maintenance and Repair Services at the
Water Treatment Plant for a total not to exceed amount of $80,000 currently budgeted in FY23-24.

RECOMMENDED
ACTION:

Authorize execution of the contract.

PREVIOUS COUNCIL
ACTION:

City Council authorized contracts for specific projects from Telstar for upgrades to the WTP to include:
 WTP PLC and SCADA upgrades in 2021 for
$295,115
 CIP Project E21-04 in 2021 for $56,395.00
 Repairs for transmission failure in 2023 for $22,928

STATEMENT OF THE
PURPOSE:

Authorize execution of the proposed contract.

FINANCIAL IMPACT: Since 2021, the City has authorized $414,789 in work to Telstar Instruments for maintenance and upgrades to the WTP SCADA system which was for both planned and
unplanned emergency work.

The proposed agreement authorizes a not to exceed
amount of $80,000 that is currently budgeted in FY 23-34 in account 561-50-34-21-45. No additional funding is
requested.

BACKGROUND:

The City of St. Helena Water Treatment Plant (WTP) and the Wastewater Treatment Plant (WWTP) both rely on instrumentation, automation and supervisory control and data acquisition (SCADA) systems for plant operations. These systems optimize the treatment processes that filter, disinfect and chlorinate water. Because automated pump controls, chemical feed and SCADA systems were installed at various time over the life of each plant, there are multiple generations of controllers and computer equipment operating at the plant. Additionally, the treatment plants previously did not adopt specific schedules for testing, calibrating, updating and backing up instrumentation and automation systems at both the WTP and the WWTP. While this practice saved the City money in the short term, it has resulted in system trips, plant downtime, wasted Agenda Item #12.2.

treatment chemicals, emergency call outs and staff overtime, which has cost ratepayers in the long term.

DISCUSSION:

In 2017 the City circulated a formal bid for services for the WWTP, but not the WTP and entered into a contract with Aqua Sierra Controls for Annual instrumentation Maintenance and Repair services. That contract is now expired and with the new WWTP improvements, needed instrumentation services will be covered under the manufacturer's warranty for 12 months after completion of the WWTP Upgrade.

Additionally, approved in the 5-year Capital Improvement Program Project list is project W18-111 Water Treatment Plant Condition Assessment which is an assessment to develop short- and long-term needs of the Louis Stralla Water Treatment Plant. The City Council authorized West Yost Consulting to conduct the assessment during the November 14, 2023 meeting which is estimated to take up to 120 days and will include a list, schedule and costs for future upgrades.

Recognizing that planned annual service such as upgrades, instrumentation calibration, equipment testing, system back-up, and scheduled replacement of critical automation and supervisory systems is essential to improving plant operations and provides longterm savings to service ratepayers, City staff are requesting a 1-year contract for services for the WTP only, with defined costs to give staff time for the development and circulation of a Request for Proposal (RFP) for Annual Instrumentation Maintenance and Repair Services for both the Water Treatment Plant and the Wastewater Treatment and Reclamation Plant. Any specific upgrades to the infrastructure of the plant would be proposed independent of this contract for routine maintenance and emergency services.

ENVIRONMENTAL REVIEW: This is not a CEQA project
DOCUMENTS ATTACHMENTS:

Attachment A Draft Resolution Telstar WTP Services
Attachment B PSA Telstar Instruments
Attachment C Telstar Quote for Services
Agenda Item #12.2.

CITY OF ST. HELENA
RESOLUTION NO.

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

HELENA AUTHORIZING THE

CITY MANAGER TO EXECUTE

AN AGREEMENT WITH

TELSTAR INSTRUMENTS FOR

INSTRUMENTATION

MAINTENANCE AND REPAIR

SERVICES AT THE WATER

TREATMENT PLANT FOR A

TOTAL NOT TO EXCEED
AMOUNT OF $80,000

CURRENTLY BUDGETED IN
FY23-24.

RECITALS
A. The City of St. Helena Water Treatment
Plant (WTP) and the Wastewater
Treatment Plant both rely on
instrumentation, automation and
supervisory control systems for plant
operations.

B. These systems optimize the treatment
processes that filter, disinfect and
chlorinate water. Because automated
pump controls, chemical feed and
supervisory control systems were
installed at various time over the plants
life, there are multiple generations of
controllers and computer equipment
operating at the plant.

C. Additionally, the treatment plants
previously did not adopt specific
schedules for testing, calibrating,
updating and backing up
instrumentation and automation systems
at both the WTP and the WWTP. While
this practice saved the City money in the
Agenda Item #12.2.

short term, it has resulted in system
trips, plant downtime, wasted treatment
chemicals, emergency call outs and
staff overtime, which has cost water
service ratepayers in the long term.

D. Planned annual service such as
upgrades, instrumentation calibration,
equipment testing, system back-up, and
scheduled replacement of critical
automation and supervisory systems is
essential to improving plant operations
and provides long-term savings to
service ratepayers.

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

1. Authorization to execute a contract with
Telstar Instruments for a not to exceed
amount of $80,000.00 to
Instrumentation Maintenance and
Repair Services at the Water Treatment
Plant; and

2. Authorize use of budgeted funds from
GL Account 561-50-34-21-45
Approved at a Regular Meeting of the St.

Helena City Council on November 28, 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:

Agenda Item #12.2.

______________________
________________________
Paul Jamison Dohring, Mayor Cindy
Tzafopoulos, City Clerk
Agenda Item #12.2.

Telstar Instruments Instrumentation Maintenance and Repair Services Water Treatment Plant

AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into on _____________, 2022 by and between the City of St. Helena, located in the County of Napa, State of California (City), and Telstar Instruments (Consultant).

RECITALS:

A. City desires to employ Consultant to furnish professional services in connection with the project described as Instrumentation Maintenance and Repair Services for the Water Treatment Plant.

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

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

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

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

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

SECTION 4 – COMPENSATION AND METHOD OF PAYMENT
A. Subject to any limitations set forth in this Agreement, City agrees to pay consultant the amount specified in Exhibit A, “Compensation” attached hereto and made a part hereof. Total compensation shall not exceed $80,000.00 unless additional compensation is approved in accordance with Section 2.

B. Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories if applicable: labor (by sub-category), travel, materials, equipment, supplies, subconsultant contracts, and miscellaneous expenses. Each original invoice furnished shall Agenda Item #12.2.

Telstar Instruments Instrumentation Maintenance and Repair Services Water Treatment Plant include the expenses incurred during the preceding month, the cumulative Agreement amount, and the amount remaining on the Agreement. City shall independently review each invoice submitted to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. If no charges or expenses are disputed, the invoice shall be approved, and City will use its best efforts to cause Consultant to be paid within 30 days of receipt of invoice. If the City disputes any charges or expenses, the City will return the original invoice to Consultant for correction and resubmission. If the City reasonably determines, in its sole judgment, that the invoiced charges and expenses exceed the value of the Services performed to date and that it is probable that the Agreement will not be completed satisfactorily within the contract price, City may retain all or a portion of the invoiced charges and expenses.

Within thirty (30) days of satisfactory completion of the project, City shall pay the retained amount, if any, to Consultant.

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

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

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

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

Agenda Item #12.2.

Telstar Instruments Instrumentation Maintenance and Repair Services Water Treatment Plant SECTION 7 – INSURANCE REQUIRED
Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees, as indicated:

A. Minimum Scope of Insurance. Coverage shall be at least as broad as:

1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).

2. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).

3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.

B. Minimum Limits of Insurance. Consultant shall maintain limits no less than:

1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage including operations, products and completed operations, as applicable. If Commercial General Liability Insurance or other form with a General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.

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

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

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

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

Agenda Item #12.2.

Telstar Instruments Instrumentation Maintenance and Repair Services Water Treatment Plant F. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions of $25,000 or greater must be declared to and approved by the City.

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

1. The City, its agent, officers, officials, employees, and volunteers are to be covered as additional insured as respects: liability arising out of work or operations performed by the Consultant or Consultant’s subconsultants; or automobile owned, leased, hired or borrowed by the Consultant.

2. For any claims related to Consultant’s conduct while performing the work of this project, the Consultant’s insurance coverage shall be primary insurance as respects the City, its agents, officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its agents, officers, officials, employees or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.

3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City.

4. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subsection (b) of Section 2782 of the Civil Code.

H. Waiver of Subrogation. Consultant’s commercial general liability, automobile liability, workers’ compensation, and employer’s liability policies shall be endorsed with a waiver of subrogation. The insurance company, in its endorsement, agrees to waive all rights of subrogation against the City, its agents, officers, officials, employees and volunteers for losses paid under the terms of this policy which arises from the work performed by the named insured for the City.

I. The Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A: VII, unless otherwise acceptable to the City.

J. Verification of Coverage. Consultant shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on forms provided by the City or on forms that conform to City requirements. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time.

SECTION 8 – INDEMNIFICATION
A. To the fullest extent allowed by law (including without limitation California Civil Code Sections 2782 and 2782.8), as may be applicable, Consultant shall indemnify, defend, and hold harmless City, its agents, officers, officials, employees, representatives, and volunteers from any and all claims, demands, suits, loss, damages, injury, and/or liability (including any and all Agenda Item #12.2.

Telstar Instruments Instrumentation Maintenance and Repair Services Water Treatment Plant costs and expenses in connection therewith, including legal fees and expert witness costs) (collectively, “Liabilities”), incurred by reason of any negligent or otherwise wrongful act or omission of Consultant, its officers, agents, employees, subconsultants, and subcontractors, or any of them, under or in connection with this Agreement; and Consultant agrees at its own cost, expense and risk to defend any and all claims, actions, suits, or other legal proceedings brought or instituted against City, its agents, officers, officials, employees and volunteers, or any of them, arising out of, pertaining to, or relating to such negligent or otherwise wrongful act or omission, and to pay and satisfy any resulting judgments.

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

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

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

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

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

SECTION 9 – INDEPENDENT CONTRACTOR STATUS
A. Consultant is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Consultant shall have no authority to bind City in any manner or to incur an obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City.

Agenda Item #12.2.

Telstar Instruments Instrumentation Maintenance and Repair Services Water Treatment Plant B. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Consultant or any of Consultant’s officers, employees or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees or agents are in any manner officials, officers, employees or agents of City.

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

SECTION 10 – CONFLICTS OF INTEREST AND ANTI-FRAUD AND ANTICORRUPTION POLICIES A. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of Services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent, or subcontractor without the express written consent of the City Manager. Consultant agrees to at all times avoid conflicts with the interests of City in the performance of this Agreement.

B. City understands and acknowledges that Consultant is, as of the date of execution of this Agreement, independently involved in the performance of non-related Services for other governmental agencies and private parties. Consultant is aware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section.

C. Consultant understands and acknowledges City maintains an anti-fraud and anticorruption policy to protect the City, its operations, and its employees from and against financial risks, operational breaches, and unethical, fraudulent and corrupt activities. Consultant represents and warrants that Consultant, its subcontractor(s) / subconsultant(s) and their respective employees providing Services pursuant to the Agreement are (1) in good standing; (2) have not been previously investigated, convicted, or debarred for fraudulent or corrupt activities; (3) will not participate in fraudulent or corrupt activities, and (4) will take steps to ensure that its employees and subcontractor(s) / subconsultant(s) employees do not participate in any fraudulent or corrupt activities. Consultant acknowledges and agrees further that it has a duty to and will report to City any information or incident(s) about possible fraudulent or corrupt activities Consultant may discover, and will cooperate in any fraud or corruption investigation conducted, with respect to Consultant’s service provided pursuant to this Agreement.

SECTION 11 – OWNERSHIP OF DOCUMENTS
A. All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Consultant in the course of providing any Services pursuant to this Agreement shall become the Agenda Item #12.2.

Telstar Instruments Instrumentation Maintenance and Repair Services Water Treatment Plant sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Consultant. When requested by City, but no later than three years after project completion, Consultant shall deliver to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents.

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

SECTION 12 – CONFIDENTIAL INFORMATION; RELEASE OF

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

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

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

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

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

Agenda Item #12.2.

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

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

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

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

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

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

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

SECTION 16 – COMPLIANCE WITH CALIFORNIA LABOR CODE

REQUIREMENTS
A. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is Agenda Item #12.2.

Telstar Instruments Instrumentation Maintenance and Repair Services Water Treatment Plant $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

B. If the services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.

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

SECTION 17 – AUDIT AND INSPECTION OF RECORDS
A. Records of Consultant’s direct labor costs, payroll costs, and reimbursable expenses pertaining to this project covered by this Agreement will be kept on a generally recognized accounting basis and made available to City if and when required for a period of up to 3 years from the date of Consultant’s final invoice.

B. Consultant shall maintain all documents and records prepared by or furnished to Consultant during the course of performing the Services for at least three (3) years following completion of the Services. Such records include, but are not limited to, correspondence, internal memoranda, technical reports and investigations, calculations, books and accounts, accounting records documenting its work under its Agreement, and invoices, payrolls, records and all other data related to matters covered by this Agreement.

Agenda Item #12.2.

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

SECTION 18 – LIMITATION OF LIABILITY
A. Consultant agrees that any liability of City arising in connection with this Agreement shall be limited exclusively to the City-entity identified as the “City” under this Contract. Under no circumstance shall any other City-entity be liable to Consultant under any theory, whether in contract, tort, or otherwise, and Consultant waives unconditionally any such claims. Consultant hereby waives and release other City-entites from any liability under this Agreement.

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

SECTION 19 – COOPERATION BY CITY
All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the work as outlined in the Exhibit A, “Scope of Services”, shall be furnished to Consultant in every reasonable way to facilitate, without undue delay, the work to be performed under this Agreement.

SECTION 20 – NOTICES
All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, sent by facsimile, email, or first class mail, addressed as follows:

To City: City Manager
1572 Railroad Avenue
St. Helena, California 94574
To Consultant: Suresh Patil
SCADA Manager
1717 Solano Way, Suite 34
Concord, CA 94520
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile, email, or, if mailed, three (3) days after deposit in the custody of the U.S. Postal Service.

SECTION 21 – TERMINATION
Agenda Item #12.2.

Telstar Instruments Instrumentation Maintenance and Repair Services Water Treatment Plant A. City may terminate this Agreement, with or without cause, at any time by giving ten (10) days written notice of termination to Consultant. If such notice is given, Consultant shall cease immediately all work in progress.

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

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

SECTION 22 – ATTORNEYS’ FEES
If litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to an award of reasonable attorneys’ fees, costs and expenses, in addition to any other relief to which it may be entitled. In addition, any legal fees, costs and expenses incurred to enforce the provisions of this Agreement shall be reimbursed to the prevailing party.

SECTION 23 – ENTIRE AGREEMENT
This Agreement, including the attached Exhibits, is the entire, complete, final and exclusive expression of the parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Consultant and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any party which are not embodied herein shall be valid and binding unless in writing duly executed by the parties or their authorized representatives.

SECTION 24 – SUCCESSORS AND ASSIGNS
This Agreement shall be binding on the heirs, executors, administrators, successors and assigns of the parties. However, this Agreement shall not be assigned by Consultant without written consent of the City.

SECTION 25 – CONTINUITY OF PERSONNEL
Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff assigned to perform the Services required under this Agreement. Consultant shall notify City of any changes in Consultant’s staff assigned to perform the Services required under this Agreement, prior to any such performance.

SECTION 26 – DEFAULT
Agenda Item #12.2.

Telstar Instruments Instrumentation Maintenance and Repair Services Water Treatment Plant In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default and may terminate this Agreement immediately by written notice to Consultant.

SECTION 27 – WAIVER
Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision, or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or Services by Consultant shall not constitute a waiver of any of the provisions of this Agreement.

SECTION 28 – LAW TO GOVERN; VENUE
This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Napa. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Northern District of California, in San Francisco.

SECTION 29 – SEVERABILITY
If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s).

SECTION 30 – THIRD PARTY BENEFICIARIES
Consultant’s subconsultants shall agree to be bound to the terms of the Agreement to the extent of their scope of Services, including but not limited to, terms regarding indemnity and dispute resolution, and shall agree that City is deemed an express third party beneficiary of their subconsultant agreements. Nothing contained in this Agreement, however, shall operate to confer such or similar rights or benefits on persons or entities not party to this Agreement.

SECTION 31 – STATUTES OF LIMITATION
As between the parties to this Agreement, any applicable statute of limitations for action arising out of, pertaining to, or relating to any act or failure to act in connection with this Agreement shall commence to run on the date of City’s issuance of the final Certificate for Payment, or termination of this Agreement, whichever is earlier, except for latent defects and/or deficiencies, for which the applicable statute of limitation shall begin to run upon discovery of the defect and/or deficiency and its cause.

SECTION 32 – SPECIAL PROVISIONS
Agenda Item #12.2.

Telstar Instruments Instrumentation Maintenance and Repair Services Water Treatment Plant This Agreement is subject to the following special provisions: none.

IN WITNESS WHEREOF, the parties hereto have accepted, made, and executed this Agreement upon the terms, conditions, and provisions above stated, the day and year first above written.

Consultant: City:

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

By: _________________________________
Name: Ethan Walsh
Title: City Attorney
Agenda Item #12.2.

Contractor License #422364
Contractor DIR #1000000899
CONTROL SYSTEM INTEGRATION • INSTRUMENTATION SERVICES
SCADA/AUTOMATION • PLC/HMI • ELECTRICAL • CALIBRATION • MAINTENANCE 1717 Solano Way, Unit 34, Concord, CA 94520 Phone 925-671-2888, Fax 925-671-9507 4017 Vista Park Court, Sacramento, CA 95834 Phone 916-646-1999, Fax 916-646-1096 202 South Douty Street, Hanford, CA 93230 Phone 559-584-7116, Fax 559-584-8028

October 13, 2023
City of St. Helena | Public Works Department
1088 College Avenue | St. Helena, CA 94574
Sent via Email: [email protected]
Attn: Mike Cory
Subject: SCADA Support service
Reference: 30-41977
Dear Mike,
Telstar Instruments (“Telstar”) is pleased to provide a quote for the referenced project to the above identified purchaser (“Customer”).

By accepting this proposal from Telstar, you agree to treat this as confidential information.

SCOPE OF SERVICES
Telstar is pleased to provide time and materials rates for work at St. Helena treatment plant. Work will be performed on an as-needed basis and these rates are valid through Dec 31st, 2023.

Labor Rates, Normal Working Hours
PLC/SCADA Computer Programmer .............................................................................................$194.25/hr Computer Programming Software Usage Charge...........................................................................$19.68/hr CA certified Electrical Tech ...........................................................................................................$180.00/hr Instrument Tech ( Calibration ).....................................................................................................$178.00/hr Project Engineer (registered CA Professional Engineer................................................................$210.00/hr Vehicle Surcharge $/HR ...................................................................................................................$260/day Travel expenses (airfare, ground transportation, lodging, meals, etc.) ........................................cost + 20% Materials or third party services....................................................................................................cost + 20% Notes on Labor Rates:

1. Rates are valid through Dec 31st, 2023. Rates will be increased on an annual basis for inflation / cost of living expenses.

2. Travel time is billed portal to portal at the above rates.

3. Fuel surcharge (20% of Vehicle Usage/Fuel/Test Equipment/Tool charge) will be applied when gas prices exceed $3.00/gallon.

4. Overtime is anything after 8 hours Monday – Friday. Time outside of normal business hours Monday – Friday, and time on Saturday and Sunday is billed at Overtime / Emergency Rates.

5. Onsite service calls carry a 4-hour minimum per person; time over 4 hours is charged as 8 hours.

Minimum charge for remote support is 2 hours.

Agenda Item #12.2.

Contractor License #422364
Contractor DIR #1000000899
CONTROL SYSTEM INTEGRATION • INSTRUMENTATION SERVICES
SCADA/AUTOMATION • PLC/HMI • ELECTRICAL • CALIBRATION • MAINTENANCE

6. Telstar is available 24 hours per day, 7 days a week to provide remote and onsite services.

Onsite emergency calls carry a 4-hour minimum.

CLARIFICATIONS, EXCEPTIONS, AND EXCLUSIONS
a. Material price is valid for seven (7) days from date referenced on this quote (Refer to COVID clause RE: MATERIAL PRICING AND DELIVERY under Terms and Conditions) b. This quotation is based on the inclusion of Telstar’s standard Terms and Conditions as part of any purchase order, contract or other agreement.
c. Telstar’s quotation includes only those items listed above. Requests for additions/deletions from our scope will require a change in the quoted price. d. Telstar assumes no responsibility for performance, applicability, compatibility, start-up, testing, or acceptance of any equipment not furnished by Telstar under this proposal. e. Telstar is supplying only equipment specified and noted above. f. Please reference the above stated quote number in all correspondence and purchase orders.

TERMS AND CONDITIONS
Base Terms: Quotation is valid for 30 days from the date of Telstar’s quotation. Payment is due and payable 30 days from date of invoice. If payment is not received by the 30th day, a .05% daily service charge (18-3/4% per annum) will be charged on all accounts past due. In the event of a dispute concerning payment, attorney's fees, court costs and costs of collection will be paid to the prevailing party. The cost for permits and bonding are excluded unless expressly referenced in Telstar’s quotation. Our standard insurance applies unless agreed to in writing by Telstar.

Telstar’s standard one year parts only warranty applies to this quotation. All other warranties, express or implied, or referenced elsewhere in contract documents are excluded, including but not limited to implied warranties of merchantability or fitness for purpose. Unless expressly stated in Telstar’s estimate, this quote is based on standard straight time hours and does not include any prevailing wage rates. The price quoted herein is for the labor and materials specifically listed within the body of this quote. Service calls are charged at a 4-hour minimum per person, excluding travel time. Unless expressly stated in the quotation, training, operation and maintenance manuals, and preparation of as built drawings are excluded from Telstar’s scope of work.

Limitation of Liability: (a) In no event shall Telstar, its suppliers or subcontractors be liable for special, indirect, incidental or consequential damages, whether in contract, warranty, tort, negligence, strict liability or otherwise, including, but not limited to, loss of profits or revenue, loss of use of the Equipment or any associated equipment, cost of capital, cost of substitute equipment, facilities or services, downtime costs, delays, and claims of customers of Customer, its officers, directors, members employees or any third parties for any damages. Telstar’s liability for any claim whether in contract, warranty, tort, negligence, strict liability, or otherwise for any loss or damage arising out of, connected with, or resulting from this Agreement or the performance or breach thereof, or from the design, manufacture, sale, delivery, resale, repair, replacement, installation, technical direction of installation, inspection, operation or use of any equipment covered by or furnished under this Agreement, or from any services rendered in connection therewith, shall in no case exceed twenty-five percent (25%) of the purchase price allocable to the Equipment, part or Services that is the subject of the claim. (b) All causes of action against Telstar Instruments arising out of or relating to this Agreement or the performance or breach hereof shall are deemed barred unless brought within one year from the date of discovery or other accrual. (c) In no event, regardless of cause, shall Telstar Instruments be liable for liquidated damages, offsets or penalties of any kind or to indemnify, defend or hold Agenda Item #12.2.

Contractor License #422364
Contractor DIR #1000000899
CONTROL SYSTEM INTEGRATION • INSTRUMENTATION SERVICES
SCADA/AUTOMATION • PLC/HMI • ELECTRICAL • CALIBRATION • MAINTENANCE

harmless Customer, its officers, directors, members, employees or any third party, arising from or related to the Equipment and/or Services provided by Telstar.

Force Majeure: Telstar shall neither be liable for loss, damage, detention or delay nor be deemed to be in default for failure to perform when prevented from doing so by causes beyond its reasonable control including but not limited to acts of war (declared or undeclared), Acts of God, fire, strike, labor difficulties, acts or omissions of any governmental authority or of Customer, compliance with government regulations, insurrection or riot, embargo, delays or shortages in transportation or inability to obtain necessary labor, materials, or manufacturing facilities from usual sources or from defects or delays in the performance of its suppliers or subcontractors due to any of the foregoing enumerated causes. In the event of delay due to any such cause, the date of delivery will be extended by period equal to the delay plus a reasonable time to resume production, and the price will be adjusted to compensate Telstar Instruments for such delay.

Cancellation: In the event of cancellation by Customer, Customer agrees to fully reimburse and compensate Telstar for all costs associated with this Quotation or subsequent order, including but not limited to engineering, labor, materials, quote and estimating time, and product return fees, plus a ten percent (10%) markup to compensate for disruption in scheduling, planned production, indirect costs and profit. Payment for cancellation shall be due within ten (10) days from the date of submission of charges by Telstar.

Entire Agreement: This Quotation constitutes the entire agreement between Telstar and Customer. There are no agreements, understandings, restrictions, warranties, or representations between Telstar and Customer other than those set forth herein or herein provided. This Quotation may only be amended, changed or revised by a written amendment signed by an authorized representative of Telstar. No oral or implied agreements shall be of any force or affect.

Precedence: In the event Telstar is issued an authorization for work, Purchase Order, Contract or similar Agreement with conflicting Terms and Conditions than those set forth herein, these Terms and Conditions will take precedence and will supersede any and all other conflicting Terms and Conditions.

Submittals: In the event Telstar receives a Notice to Proceed or a written statement to proceed with submittals, Telstar will be entitled to compensation based on percent of completion of submittal cost to Customer. Telstar will prepare only one set of submittals, and any resubmittals shall be subject to an additional charge for engineering time and other costs in preparing re-submittals.

Prevailing Wages: Telstar relies upon Customer’s representations as to whether this Project requires payment of prevailing wages. Customer agrees to defend, indemnify and hold Telstar harmless from and against any and all claims, actions and demands, including but not limited to payment of legal fees, fines, back pay, and any penalties or interest, associated with Customer’s inaccurate representation of whether prevailing wages are required to be paid.

TELSTAR’S COVID AND INDUSTRY CLAUSE RE: MATERIAL PRICING AND DELIVERY: Telstar is unable to hold prices on materials for more than 7 days. Prices for plastic, copper, steel, and other commodities fluctuate daily. Our vendors and manufacturers are experiencing unprecedented delays due to COVID-19 staffing, a shortage of containers, port congestion, and raw material shortages that have extended lead times significantly. Telstar reserves the right to amend the delivery date and the price of materials set forth in this quotation. Telstar considers any of the above related changes imposed by our vendors and manufacturers as outside its reasonable control and subject to Force Majeure provisions.

Agenda Item #12.2.

Contractor License #422364
Contractor DIR #1000000899
CONTROL SYSTEM INTEGRATION • INSTRUMENTATION SERVICES
SCADA/AUTOMATION • PLC/HMI • ELECTRICAL • CALIBRATION • MAINTENANCE

We look forward to working with you on this project. If you have any questions, please contact me at the phone number below.

Sincerely,
Suresh Patil
SCADA Manager
Telstar Instruments
(916)-275-3331.

Agenda Item #12.2.

Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Public Works
DATE: November 28, 2023
FROM: Ian Dale, Environmental Services Tech
SUBJECT: October 2023 Review and Forecasting of City Water Supply Availability.

RECOMMENDED
ACTION:

Receive and file.

PREVIOUS COUNCIL
ACTION:

Monthly Receive and File reports to City Council.

STATEMENT OF THE
PURPOSE:

To provide monthly updates of the amount of water
produced at the Louis Stralla Water Treatment Plant and the Stonebridge Potable Water Wells, and potable water
delivered from the City of Napa.

FINANCIAL IMPACT: None
BACKGROUND:

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

At the City Council meeting of May 9, 2023, the City Council adopted Resolution 2023- 46 adopting City Council goals for FY 2023-24. Five new City Council Goals for FY 2023-24 which include Goal 1: Financial Sustainability, Goal 2: Infrastructure and Environmental Sustainability, Goal 3: Water Security, Goal 4: Community Information and Engagement, and Goal 5: Quality of Life. City Council has the responsibility of establishing broad goals and the City's leadership has the responsibility to develop a work plan to achieve them.

DISCUSSION:

In connection with City Council Goal 2, City staff has developed a forecasting tool to facilitate its ability to optimize water use and track water availability. Included as Attachment 1 is the Monthly Water Report for October 2023. The water produced for October 2023 is up by 20% when compared to October 2022 and is down -15% compared to the average of October 2018-2020. Below is a chart summarizing the water produced per source:

Agenda Item #12.3.

Water Produced per Source
Source
Average (2018 -
2020)
(Acre-Feet)
October 2022
(Acre-Feet)
October 2023
(Acre-Feet)
Bell Canyon 90 65 56.98
Stonebridge Wells 34 22 44.28
Napa Water 57 43 54.73
Total 182 130 155.99
 Percent change from October 2022: 20%
 Percent change from average of October 2018 - 2020: -15% Bell Canyon Reservoir
The City is no longer in water emergency conditions based upon the Phase I Water Emergency measures being terminated by City Council adopting Resolution No. 2023- 94 on July 25, 2023. Bell Canyon Reservoir has adequate water to support the City's needs through this calendar year. The storage in Bell Canyon graph (Attachment 2) has been revised to include historic reservoir supply levels since July 2021. It also shows the water availability forecast through June 2024 based on the highest water usage during a non-drought year (FY 2019/20) and 10 inches of rainfall (lowest recorded).

As of November 1, 2023, Bell Canyon Reservoir elevation was at 416.70 feet representing approximately 1,945.02 acre feet (AF) and 83.46% capacity. Bell Canyon spillway level is 422 feet representing 2,383.69 acre feet in water supply volume. Below is a chart comparing Bell Canyon elevation levels, water supply availability in acre feet, and percent capacity of the reservoir on November 1st in 2021, 2022, and 2023.

Year 2021 2022 2023
Bell Canyon Elevation Level 414.56 Ft. 409.57 Ft. 416.70 Ft.

Acre Feet 1,836 AF 1,505 AF 1,945.02 AF
Percent Capacity 76.7% 63.13% 83.46%
As a follow up to the May 24, 2022, City Council meeting, staff developed a graph (Attachment 3) highlighting the relationship between the reservoir elevation level and water supply availability in acre feet. The graph shows the current status of the reservoir. Furthermore, the graph also displays the points where City Council decided to declare Phase I and Phase II Water Emergencies in 2020.

Continued Water Conservation
California experienced two consecutive dry years 2020 and 2021. Due to the combination of warmer-than-average temperatures and minimal precipitation in the state, the Department of Water Resources (DWR) declared 2021 as the fourth-driest year on record statewide. The record-breaking dry period in January and February 2022, and the absence of significant rains in March 2022, required DWR to reduce anticipated deliveries from the State Water Project (SWP). However, the reduction at Agenda Item #12.3.

the time did not affect St. Helena as the City has multiple robust water sources not affected by the executive order. Water availability from the Bell Canyon reservoir is based on the City's State Water Rights permit and not the SWP. The City has not received any curtailment order from DWR nor does the City anticipate receiving one.

It should be noted that on July 25, 2023, the City Council adopted Resolution No. 2023- 94 to formally end the Phase I Water Emergency. The projected demand on the system versus the anticipated rainfall over the next year reflects an available supply in Bell Canyon approximately 1,895 acre-feet, significantly above the 1,481 acre-feet standard for declaration of a Phase I Water Emergency. Staff will monitor State-wide and local drought conditions, weather conditions, and provide updates on a monthly basis. The corresponding staff report provided a variety of data to reflect the disposition of the water supply at that time in relation to the Council-adopted Safe Yield Policy.

City of Napa Water Supply
Normal operations continue at Rutherford Pump Station (RPS) and the City is taking delivery of the allotment purchased from City of Napa. During the month of October 2023, Rutherford Pump Station was producing an average of .57 MG/day for a total of

54.73 acre feet (AF) for the month.

ENVIRONMENTAL REVIEW: Not applicable.

DOCUMENTS ATTACHMENTS:

MWR October 1-31 2023
Attachment 2 - Bell Canyon Water Storeage Forecast
Attachment 3 - Bell Canyon Reservoir Storage Phase I II Agenda Item #12.3.

CITY OF ST. HELENA

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

LOUIS STRALLA

WATER PLANT
TK #1 & #2
ADJUST

56.98 18.56 -0.14

36.6% -0.3%

50.81 MG MG
n/a MG MG
n/a MG MG

1.63 MG MG
% %
180.10 AF 30.7% 243.24 AF 42.6%

58.66 MG 79.23 MG
208.33 AF 35.5% 190.92 AF 33.4%

67.86 MG 62.19 MG
198.83 AF 33.9% 137.29 AF 24.0%

64.77 MG 44.72 MG
TOTAL WATER PRODUCED 587.26 AF 100.0% 571.45 AF 100.0%

DELIVERY (ALL)

0.16 0.05
416.70 FT. FT.
-1.05 FT. FT.
1945.02 AF AF

83.5 % %

0.50 IN IN

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

October 1-31, 2023

STONEBRIDGE

POTABLE
WELLS
SBW

IRRIGATION
WATER

NAPA WATER

THIS YEAR LAST YEAR
AMOUNT PRODUCED in AF 44.28 0.64 54.73
AMOUNT PRODUCED in MG 14.42 0.21 17.83
PERCENT 28.5% 35.2%

WATER PRODUCED DELIVERY (AGGREGATE)
TOTAL PRODUCED THIS PERIOD 42.67
MAXIMUM DAILY PRODUCED 2.29
MINIMUM DAILY PRODUCED 1.40
AVERAGE DAILY PRODUCED 1.85

WATER YEAR TOTALS

THIS FISCAL YEAR LAST FISCAL YEAR

LOUIS STRALLA WATER PLANT

NAPA WATER

STONEBRIDGE POTABLE WELLS

SBW IRRIGATION WATER
THIS MONTH THIS MONTH, LAST YR.

ELEVATION BELL CANYON RESERVOIR 409.57
STONEBRIDGE APARTMENTS MG/Oct. 1 -31 0.09 MG/Oct. 1-31

WATER ELEVATION, CAPACITY & RAINFALL

THIS FISCAL YEAR LAST FISCAL YEAR
NAPA VALLEY COLLEGE MG/Oct. 1 -31 0.08 MG/Oct. 1-31

TEMPERATURES
MONTHLY RISE OR DROP -1.31
CAPACITY AT END OF PERIOD 1505.00
PERCENT OF FULL CAPACITY 63.1
RAINFALL IN THIS PERIOD 0.00
TOTAL RAINFALL SEASON TO DATE 2.01
THIS MONTH, THIS YEAR THIS MONTH, LAST YR.

DEGREES IN FAHRENHEIT 91.89-41.7 78.1-49.3
Updates will be provided if any errors are identified.

AVERAGE 66.7 63.7

REMARKS
City of Napa Water Delivery: RPS producing an average of 0.57 MG/day during October 2023.

Agenda Item #12.3.

Bell Water Storage Forecast
Assumes: (1) Highest usageduring non-‘drought year (FY2019/20) (2) 10" of Rainfall(Lowest Recorded)
2383 2383 2380
A‘--V
4,304
2,300
2302
2250 \ aw 2188
2066
2000 ‘ 1 963 1945 I {*0
I ‘Z T
1,863 1,869 * 1750 V 1,766 \\
\ 1,589 1
1505
(Acre
Entered Phase 1 - 1,431 Acre Ft.
4 1250
Ipp|v
Projected
SL
1000
IIulIu\-ll Iv
Entered Phase 2 - 939 Acre Ft.
750
\ o4u
\\ 741 I
59b Acre I-eet“
4370 lt!bClVt3 IUI ||H:.'
K;r
Date
Agenda Item #12.3.

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-1.1 V
?\F\I\'\ r-l\ .—\nu...-.- 4363.03 /-\l', 4AA VVDIZ
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Agenda Item #12.3.

Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Public Works
DATE: November 28, 2023
FROM: Lesley Milton, Asst. to the City Manager
SUBJECT: Approval of a resolution authorizing Water Treatment Plant Valve control technology Improvements totaling
$154,366.00 including the purchase of filter valve
automation cards for a not to exceed cost of $65,149.00 and execution of a Professional Services Agreement with Telstar Instruments for the required programming into the SCADA system for a not to exceed cost of $89,217.00

RECOMMENDED
ACTION:

To approve the resolution authorizing the professional
services contract with Telstar and the purchase of required actuator equipment.

PREVIOUS COUNCIL
ACTION:

On February 9, 2021, the City contracted with TELSTAR
for upgrades to the SCADA system to replace the
Programmable Logic Controllers (PLCs) which were
obsolete and no longer supported by the manufacturer and upgrade the outdated and conflicting hardware with the
software and the current software was no longer being
supported.

STATEMENT OF THE
PURPOSE:

Approval of a contract authorizing purchase and
programming upgrades to the valve control technology at the Louis Stralla Water Treatment Plant.

FINANCIAL IMPACT: The total cost of the upgrade is a not to exceed cost of $154,366 which includes $65,149 for the purchase of the valve automation cards (actuators) and $89,217 for
programming and integration into the existing SCADA
system.

The overall maximum fiscal impact for Fiscal Year 2024 is $154,366 to the Water Fund (Fund 561). This action
requires a budget adjustment utilizing Fund Balance in the amount of $154,366 to GL Account 561-50-34-26-30. This
action leaves the Estimated Net Position for Fund 561 at 42%.

BACKGROUND:

The City's current Water Treatment Plant (WTP) is semi-automated through a Supervisory Control and Data Acquisition (SCADA) system which operates using two existing Siemens Simatic TI545 PLC at the facility: one at the Master Control Panel Agenda Item #12.4.

(MCP) and one at the Filter Control Panel (FCP). The system was initially commissioned in the 1970's and the equipment is reaching the end of it's useful life. The recently adopted Five Year Capital Improvement Program includes Project No. W18- 113 which is a full upgrade and automation of the SCADA system at a total budgeted cost of $800,000. That project is scheduled for implementation starting in FY 2024-25.

DISCUSSION:

The proposed upgrade is a two step process in converting the manual process of activating filter valves from within the pipe gallery to an automated process that can be digitally controlled through the SCADA system and control room. The proposed analog input and output cards will digitally control level and rate of flow of the system valves at the filter PLC and communicate it to SCADA. The current filter PLC cards cannot handle the current flow capacities and were not included within the upgrade in 2021.

The second phase of this program is for the replacement of the air actuators with electronic style actuators for process control. There are 2 filters in the gallery that require 12 actuators and 12 valves that control the flows for backwashing, in-service, filter-to-waste and return water from Tank 1a. Once both the programming and the replacement of the actuators are complete, the valve system will be fully automated and will no longer require staff to manually manipulate the valves in the gallery, then return to the control room to check the capacities and impacts, increasing efficiencies and eliminating errors that occur during transitions.

The proposed Professional Services Agreement (Attachment B) and the corresponding quote from Telstar (Attachment C) includes the necessary electrical and programming upgrades necessary to the Master and Filter Control Panels as required by the SCADA system for centralized digital control. The purchase request (Attachment D) is the quote for the purchase of the the actuators..

Telstar is the contractor that wrote the program that we currently used to control and monitor the WTP system. They are a state-certified instrumentation and controls integrator specializing in SCADA/PLC systems, measurement instrumentation, and automated process controls. Telstar Provides complete design, installation, on-site maintenance and calibration services for all brands of controls and instrumentation.

Founded in 1981, Telstar provides efficient, cost-effective solutions for SCADA and other automation projects of any size, throughout California. Their team of highly trained and experienced professionals will keep our project within budget and on time, with minimal to zero downtime. Telstar is the City's on-call SCADA support vendor.

Southwest Valve and Equipment is the exclusive representative for AUMA actuators in California municipal markets. There are no other representatives authorized to sell the needed actuators therefore Attachment E is the sole source justification for the purchase from the vendor Southwest Valve and Equipment.

ENVIRONMENTAL REVIEW: This is not a CEQA Project
Agenda Item #12.4.

DOCUMENTS ATTACHMENTS:

Attachment A Resolution Actuator Purchase and PSA
Attachment B PSA Telstar WTP Contract Actuator Programming Attachment C Telstar SCADA Valve Quote
Attachment D Southwest Valve and Equipment Actuator Purchase Quote Attachment E Sole Source Southwest Valve
Agenda Item #12.4.

CITY OF ST. HELENA
RESOLUTION NO.

APPROVING WATER TREATMENT PLANT VALVE CONTROL
TECHNOLOGY IMPROVEMENTS TOTALING $154,366.00 INCLUDING

AUTHORIZATION TO PURCHASE FILTER VALVE AUTOMATION CARDS FOR A NOT TO EXCEED COST OF $65,149.00 AND AUTHORIZING THE

CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT

WITH TELSTAR INSTRUMENTS FOR THE REQUIRED PROGRAMMING INTO THE SCADA SYSTEM FOR A NOT TO EXCEED COST OF $89,217.00

RECITALS
A. The City's current Water Treatment Plant (WTP) is semi-automated through a Supervisory Control and Data Acquisition (SCADA) system which operates using two existing Siemens Simatic TI545 PLC at the facility: one at the Master Control Panel (MCP) and one at the Filter Control Panel (FCP). The system was initially commissioned in the 1970's and the equipment is reaching the end of it's useful life.

B. On February 9, 2021, the City contracted with TELSTAR for upgrades to the SCADA system to replace the Programmable Logic Controllers (PLCs) which were obsolete and no longer supported by the manufacturer and upgrade the outdated and conflicting hardware with the software and the current software was no longer being supported.

C. For efficiency and for safety it has been deemed necessary to modify the manual process of activating filter valves from within the pipe gallery to an automated process that can be digitally controlled through the SCADA system and control room.

D. The current filter PLC cards cannot handle the current flow capacities and were not included within the upgrade in 2021. In order to accomplish this automation, it is necessary to acquire analog input and output cards will digitally control level and rate of flow of the system valves at the filter PLC and communicate it to SCADA.

E. Also necessary for automation is the replacement of the air actuators with electronic style actuators for process control.

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

Agenda Item #12.4.

1. Authorization to execute a Professional Services Agreement with Telstar Instruments for the required valve and actuator programming into the SCADA system for a not to exceed cost of $89,217.00; and

2. Authorize the purchase of filter valve automation cards for a not to exceed cost of $65,149.00 from Southwest Valve and Equipment; and

3. Authorize use of reserves from the Water Enterprise Fund balance and authorize a budget increase to Capital Reserve GL Account 763-50-30- 3160 for a total of $154,366.00
Approved at a Regular Meeting of the St. Helena City Council on November 28, 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 #12.4.

Telstar Instruments Instrumentation Maintenance and Repair Services Water Treatment Plant

AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into on November 28, 2023 by and between the City of St. Helena, located in the County of Napa, State of California (City), and Telstar Instruments (Consultant).

RECITALS:

A. City desires to employ Consultant to furnish professional services in connection with the project described as Control system Integration and Instrumentation Services for Filter Valve Electrical Work and Programming
B. Consultant has represented that Consultant has the necessary expertise, experience, and qualifications to perform the required duties.

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

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

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

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

SECTION 4 – COMPENSATION AND METHOD OF PAYMENT
A. Subject to any limitations set forth in this Agreement, City agrees to pay consultant the amount specified in Exhibit A, “Compensation” attached hereto and made a part hereof. Total compensation shall not exceed $89,217.00 unless additional compensation is approved in accordance with Section 2.

B. Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories if applicable: labor (by sub-category), travel, materials, equipment, supplies, subconsultant contracts, and miscellaneous expenses. Each original invoice furnished shall Agenda Item #12.4.

Telstar Instruments Instrumentation Maintenance and Repair Services Water Treatment Plant include the expenses incurred during the preceding month, the cumulative Agreement amount, and the amount remaining on the Agreement. City shall independently review each invoice submitted to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. If no charges or expenses are disputed, the invoice shall be approved, and City will use its best efforts to cause Consultant to be paid within 30 days of receipt of invoice. If the City disputes any charges or expenses, the City will return the original invoice to Consultant for correction and resubmission. If the City reasonably determines, in its sole judgment, that the invoiced charges and expenses exceed the value of the Services performed to date and that it is probable that the Agreement will not be completed satisfactorily within the contract price, City may retain all or a portion of the invoiced charges and expenses.

Within thirty (30) days of satisfactory completion of the project, City shall pay the retained amount, if any, to Consultant.

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

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

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

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

Agenda Item #12.4.

Telstar Instruments Instrumentation Maintenance and Repair Services Water Treatment Plant SECTION 7 – INSURANCE REQUIRED
Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees, as indicated:

A. Minimum Scope of Insurance. Coverage shall be at least as broad as:

1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).

2. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).

3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.

B. Minimum Limits of Insurance. Consultant shall maintain limits no less than:

1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage including operations, products and completed operations, as applicable. If Commercial General Liability Insurance or other form with a General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.

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

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

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

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

Agenda Item #12.4.

Telstar Instruments Instrumentation Maintenance and Repair Services Water Treatment Plant F. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions of $25,000 or greater must be declared to and approved by the City.

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

1. The City, its agent, officers, officials, employees, and volunteers are to be covered as additional insured as respects: liability arising out of work or operations performed by the Consultant or Consultant’s subconsultants; or automobile owned, leased, hired or borrowed by the Consultant.

2. For any claims related to Consultant’s conduct while performing the work of this project, the Consultant’s insurance coverage shall be primary insurance as respects the City, its agents, officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its agents, officers, officials, employees or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.

3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City.

4. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subsection (b) of Section 2782 of the Civil Code.

H. Waiver of Subrogation. Consultant’s commercial general liability, automobile liability, workers’ compensation, and employer’s liability policies shall be endorsed with a waiver of subrogation. The insurance company, in its endorsement, agrees to waive all rights of subrogation against the City, its agents, officers, officials, employees and volunteers for losses paid under the terms of this policy which arises from the work performed by the named insured for the City.

I. The Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A: VII, unless otherwise acceptable to the City.

J. Verification of Coverage. Consultant shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on forms provided by the City or on forms that conform to City requirements. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time.

SECTION 8 – INDEMNIFICATION
A. To the fullest extent allowed by law (including without limitation California Civil Code Sections 2782 and 2782.8), as may be applicable, Consultant shall indemnify, defend, and hold harmless City, its agents, officers, officials, employees, representatives, and volunteers from any and all claims, demands, suits, loss, damages, injury, and/or liability (including any and all Agenda Item #12.4.

Telstar Instruments Instrumentation Maintenance and Repair Services Water Treatment Plant costs and expenses in connection therewith, including legal fees and expert witness costs) (collectively, “Liabilities”), incurred by reason of any negligent or otherwise wrongful act or omission of Consultant, its officers, agents, employees, subconsultants, and subcontractors, or any of them, under or in connection with this Agreement; and Consultant agrees at its own cost, expense and risk to defend any and all claims, actions, suits, or other legal proceedings brought or instituted against City, its agents, officers, officials, employees and volunteers, or any of them, arising out of, pertaining to, or relating to such negligent or otherwise wrongful act or omission, and to pay and satisfy any resulting judgments.

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

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

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

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

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

SECTION 9 – INDEPENDENT CONTRACTOR STATUS
A. Consultant is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Consultant shall have no authority to bind City in any manner or to incur an obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City.

Agenda Item #12.4.

Telstar Instruments Instrumentation Maintenance and Repair Services Water Treatment Plant B. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Consultant or any of Consultant’s officers, employees or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees or agents are in any manner officials, officers, employees or agents of City.

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

SECTION 10 – CONFLICTS OF INTEREST AND ANTI-FRAUD AND ANTICORRUPTION POLICIES A. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of Services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent, or subcontractor without the express written consent of the City Manager. Consultant agrees to at all times avoid conflicts with the interests of City in the performance of this Agreement.

B. City understands and acknowledges that Consultant is, as of the date of execution of this Agreement, independently involved in the performance of non-related Services for other governmental agencies and private parties. Consultant is aware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section.

C. Consultant understands and acknowledges City maintains an anti-fraud and anticorruption policy to protect the City, its operations, and its employees from and against financial risks, operational breaches, and unethical, fraudulent and corrupt activities. Consultant represents and warrants that Consultant, its subcontractor(s) / subconsultant(s) and their respective employees providing Services pursuant to the Agreement are (1) in good standing; (2) have not been previously investigated, convicted, or debarred for fraudulent or corrupt activities; (3) will not participate in fraudulent or corrupt activities, and (4) will take steps to ensure that its employees and subcontractor(s) / subconsultant(s) employees do not participate in any fraudulent or corrupt activities. Consultant acknowledges and agrees further that it has a duty to and will report to City any information or incident(s) about possible fraudulent or corrupt activities Consultant may discover, and will cooperate in any fraud or corruption investigation conducted, with respect to Consultant’s service provided pursuant to this Agreement.

SECTION 11 – OWNERSHIP OF DOCUMENTS
A. All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Consultant in the course of providing any Services pursuant to this Agreement shall become the Agenda Item #12.4.

Telstar Instruments Instrumentation Maintenance and Repair Services Water Treatment Plant sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Consultant. When requested by City, but no later than three years after project completion, Consultant shall deliver to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents.

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

SECTION 12 – CONFIDENTIAL INFORMATION; RELEASE OF

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

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

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

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

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

Agenda Item #12.4.

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

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

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

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

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

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

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

SECTION 16 – COMPLIANCE WITH CALIFORNIA LABOR CODE

REQUIREMENTS
A. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is Agenda Item #12.4.

Telstar Instruments Instrumentation Maintenance and Repair Services Water Treatment Plant $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

B. If the services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.

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

SECTION 17 – AUDIT AND INSPECTION OF RECORDS
A. Records of Consultant’s direct labor costs, payroll costs, and reimbursable expenses pertaining to this project covered by this Agreement will be kept on a generally recognized accounting basis and made available to City if and when required for a period of up to 3 years from the date of Consultant’s final invoice.

B. Consultant shall maintain all documents and records prepared by or furnished to Consultant during the course of performing the Services for at least three (3) years following completion of the Services. Such records include, but are not limited to, correspondence, internal memoranda, technical reports and investigations, calculations, books and accounts, accounting records documenting its work under its Agreement, and invoices, payrolls, records and all other data related to matters covered by this Agreement.

Agenda Item #12.4.

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

SECTION 18 – LIMITATION OF LIABILITY
A. Consultant agrees that any liability of City arising in connection with this Agreement shall be limited exclusively to the City-entity identified as the “City” under this Contract. Under no circumstance shall any other City-entity be liable to Consultant under any theory, whether in contract, tort, or otherwise, and Consultant waives unconditionally any such claims. Consultant hereby waives and release other City-entites from any liability under this Agreement.

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

SECTION 19 – COOPERATION BY CITY
All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the work as outlined in the Exhibit A, “Scope of Services”, shall be furnished to Consultant in every reasonable way to facilitate, without undue delay, the work to be performed under this Agreement.

SECTION 20 – NOTICES
All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, sent by facsimile, email, or first class mail, addressed as follows:

To City: City Manager
1572 Railroad Avenue
St. Helena, California 94574
To Consultant: Suresh Patil
SCADA Manager
1717 Solano Way, Suite 34
Concord, CA 94520
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile, email, or, if mailed, three (3) days after deposit in the custody of the U.S. Postal Service.

SECTION 21 – TERMINATION
Agenda Item #12.4.