St. Helena City Council
May 14, 2024

83578.00010\42203115.1
12 EXHIBIT B
Payment Schedule
Fees Amount Measure
Dog care and
housing $60 per day
Cat care and
housing $40 per day
Dangerous or
vicious dog
quarantine $100 per day
Dog with nursing
puppies $100 per day
Cat with kittens $60 per day
Dog intake
(assume
custody, care,
and outcome) $500
Catintake
(assume
custody, care,
andoutcome $500
Dog spay
$300/ $350
(over 65 lbs)
Dog neuter
$225/$275
(over 65 lbs)
Cat spay $155
Cat neuter $80
Dog vaccines
(required for
dogs upon
intake) $25
Cat vaccines
(required for cats
upon intake $25
Small animals
housing $10 per day
Animal transport $1.50 per mile
Emergency vet
care to stabilize
sick or injured
animal
Cost of care up
to $4,000 +
$50/hour for
staff time
Dog licensing
fee
collected from
individual
residents
Euthanasia $250
Agenda Item #10.8.

Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Public Works
DATE: May 14, 2024
FROM: Lesley Milton, Asst. to the City Manager
SUBJECT: Authorization for a purchase of MicroC Processing Chemicals for the Micro Bioreactor (MBR) facility testing for a not to exceed cost $72,950.00.

RECOMMENDED
ACTION:

Authorization to purchase process chemicals MicroC for
the MBR Facility.

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
PURPOSE:

To purchase processing chemicals needed for testing at
the MBR Facility at the wastewater treatment plant.

FINANCIAL IMPACT: Processing chemicals are included in the approved FY 24 budget. No additional funds are requested with this
purchase.

BACKGROUND:

The Membrane Bioreactor system (MBR) for wastewater treatment is nearing completion. MBR is a process which combines a microfiltration or ultrafiltration membrane unit with a suspended growth bioreactor and is now widely used in both municipal and industrial Wastewater Treatment Plants (WWTPs). MBRs are an increasingly popular wastewater treatment system that offer a range of advantages over conventional activated sludge systems for wastewater treatment. the City's MBR Plant has been under construction but has incurred delays on the schedule. Staff is anticipated to start testing components of the system beginning in June of 2024 and hopefully project completion will be soon thereafter.

DISCUSSION:

A critical component of the facility and process testing needs a specific processing chemical called MicroC. This chemical is a glycerin-based product that is widely used in denitrification, enhanced biological phosphorus removal and biochemical oxygen demand applications. It is a proprietary chemical that can only be purchased through distributors or directly from the manufacturer.

According to the purchasing policy, staff purchasing limits are exhausted at $25,000 therefore staff is requesting Council authorization to purchase up to $72,950 of MicroC processing chemicals for the testing and for the initial MBR Facility processing.

Attachment A is the quoted invoice for the first shipment, and one more is potentially needed prior to the end of the Fiscal Year.

Agenda Item #10.9.

Staff is recommending authorization to purchase the chemicals in order to proceed to the testing phase of the MBR Facility.

ENVIRONMENTAL REVIEW: Not a CEQA project.

GOAL:

Goal 3: Pursue Water Security & Sustainable Management of Water Resources DOCUMENTS ATTACHMENTS:

Resolution MicroC Chemicals v1
Saint Helena MicroC 2000
Agenda Item #10.9.

CITY OF ST. HELENA
RESOLUTION NO. 2024-

AUTHORIZATION FOR A PURCHASE OF MICRO-C PROCESSING CHEMICALS FROM ENVIRONMENTAL OPERATING SOLUTIONS INC. FOR THE MEMBRANE BIOREACTOR (MBR) FACILITY TESTING FOR A NOT TO EXCEED COST $72,950.00

RECITALS
A. The Membrane Bioreactor system (MBR) for wastewater treatment is nearing completion. Staff is anticipated to start testing components of the system beginning in June 2024 and hopefully project completion will be soon thereafter.

B. A critical component of the facility and process testing needs a specific processing chemical called MicroC. This chemical is a glycerin-based product that is widely used in denitrification, enhanced biological phosphorus removal and biochemical oxygen demand applications.

C. It is a proprietary chemical that can only be purchased through distributors or directly from the manufacturer.

D. According to City purchasing policy, staff purchasing limits are exhausted at $25,000 therefore staff is requesting Council authorization to allow the MBR construction to proceed to the testing phase.

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

1. Authorizes staff to purchase up to $72,950 of MicroC processing chemicals from Environmental Operating Solutions Inc. for the testing and for the initial MBR facility processing.

Approved at a Regular Meeting if the St. Helena City Council on May 14, 2024, by the following vote:

Mayor Paul Dohring: _____
Vice Mayor Eric Hall: _____
Agenda Item #10.9.

Council Member Anna Chouteau: _____
Council Member Patrick Kenealy: _____
Council Member Billy Summers: _____
APPROVED: ATTEST:
______________________ _____________________
Paul Jamison Dohring, Mayor Cindy Tzafopoulos, City Clerk Agenda Item #10.9.

Environmental Operating Solutions, Inc.
53 Portside Drive
Pocasset, MA 02559
Phone: (508)-743-8440 Customer Quote
Toll Free: (866)-MicroC-1
www.MicroC.com Quote Date: 5/1/2024
EOSi Representative: Jay Cronin Valid Through: 7/3/2024 [email protected]
970-214-5386
Product Packaging Total Gallons Price/Gallon Total Price MicroC 2000 Bulk 4,500 $ 3.55 $ 15,975.00
MicroC 2000 Bulk 3,000 $ 3.94 $ 11,820.00
MicroC 2000 Bulk 1,000 $ 5.90 $ 5,900.00
Sales Tax not included
1 1
Product
Units
1 1 Chaix, LN 1 Chaix, LN
Saint Helena, CA 94574 Saint Helena, CA 94574
Customer Info: Ship To:

Chace Clock Chace Clock
St Helena WWTP St Helena WWTP

1. Payment Terms: Net 30 days

2. Product Terms: DAP Ship To destination - Incoterms 2020

3. Equipment Terms [if applicable]: --

4. Orders: Minimum 10 business days order lead time

5. Orders: Order lead time < 5 business days may be subject to rush fees

6. Deliveries: 2 free hours of unloading time. Longer unloading time may be subject to additional fees

7. Deliveries: Weekend and holiday deliveries may be subject to additional fees

Agenda Item #10.9.

Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Public Works
DATE: May 14, 2024
FROM: Lesley Milton, Asst. to the City Manager
SUBJECT: Approval of a resolution authorizing the City Manager to execute a contract with Kimley-Horn, Inc. for Civil
Engineering Services to provide engineering
documentation and bid specifications to assist with
completion of the Capital Improvement Program (CIP)
Project W25-01 Napa Intertie Water Pipeline Replacement for a not-to-exceed cost of $446,200.

RECOMMENDED
ACTION:

Approval of the Professional Services Agreement with
Kimley-Horn

PREVIOUS COUNCIL
ACTION:

CIP Project W25-01 was approved in May 2023 as part of
the 5-Year Capital Improvement Program.

STATEMENT OF THE
PURPOSE:

To approve a professional services agreement for CIP
Project W25-01 Napa Intertie Water Pipeline Replacement project.

FINANCIAL IMPACT: The financial impact is $446,200. CIP Project W25-01 has an approved budget of $5.7 million which includes: design, construction management, construction contract, and
contingency.

BACKGROUND:

The City of St. Helena (City) provides water to its customers using a combination of three different sources: Bell Canyon Reservoir, Stonebridge Wells, and water purchased from the City of Napa (Napa). During the 5-year period between 2013 and 2017, the purchased water from Napa accounted for approximately 35 percent of the City’s average day demand and 20 percent of the maximum day demand.

The water purchased from Napa enters the City’s water distribution system through a single intertie connection located southeast of the City. A pump station boosts the water pressure and sends it northwest along St. Helena Highway (CA-128/29) through a single 12-inch diameter pipeline, where it eventually connects into the water distribution system near St. Helena High School.

The Integrated Utility Master Plan
(https://www.cityofsthelena.org/DocumentCenter/View/185/2021-04-Integrated-UtilityMaster-Plan-PDF) prepared by Carollo Engineers in April 2021 included the need to replace 17,300 linear feet of 12-inch pipeline from the City's Rutherford Pump Station to Agenda Item #10.10.

the south and the intersection of State Route 128/29 and Charter Oak Avenue to the north.

The plan identified the Napa Intertie pipeline to have the maximum possible risk score and recommended it as the highest priority replacement. Constructed in 1947, the pipe has a history of leaks, which could be precursors to a more significant failure.

Additionally, the pipe carries approximately a third of the systems average daily demand and has no redundancy. Should this pipe experience a major failure beyond the minor breaks the City has seen in recent history, the City would be a serious risk of running out of water for its residential, commercial, and institutional customers. This pipeline poses a substantial risk to the City’s water system, and Carollo recommended replacing the pipeline in the near term.

The proposed project will be based upon the topographic survey obtained for the Napa Vine Trail project and located within existing public road right-of-way and existing dedicated easements. In May 2023, the City Council adopted the 5-year Capital Improvement Program which included project W25-01 Napa Intertie Pipeline Replacement.

DISCUSSION:

Kimley-Horn is the engineering company of record that is contracted with the County of Napa to construct the Napa Valley Vine Trail Project. They were selected because of their knowledge of the project area including survey and engineering work related to the Vine Trail project which runs directly above the project area and for their expertise in developing similar water transmission main projects.

This project requires coordination between the City and the Vine trail project, as timing is of critical importance. The Rutherford pipeline disturbs the ground below the Vine Trail pathway, therefore it makes sense to complete the utility work prior to construction of the paved pathway.

Scope of services include the following:

1. Project Management: Kimley-Horn will conduct internal project management and administration procedures to schedule deliverables and provide monthly accounting.

2. Preparation of Construction Documents: Including full design, as well as bid ready documents.

3. Coordination: The pipeline replacement project design will be coordinated with Napa Valley Vine Trail project between Yountville and St. Helena, which is currently under design by Kimley-Horn for the County of Napa.

Agenda Item #10.10.

CIP Project W25-01 has a total project budget of $5.7 million dollars as shown in Table

1. Table 1 - W25-01 Budget
Item Amount Adopted
Design $435,000
Construction Management $440,000
Construction Contract $4,250,000
Contingency $590,000
TOTAL $5,715,000
Because additional funding of $11,200 is needed to complete the design, staff is requesting funds be transferred from the construction management budget to the design budget as noted in Table 2.

Table 2 - Recommended W25-01 Budget
Item Adopted Budget Recommended
Budget
Design $435,000 $446,200
Construction Management $440,000 $428,800
Construction Contract $4,250,000 $1,394,000
Contingency $590,000 $590,000
TOTAL $5,715,000 $5,715,000
Staff recommends approval of this professional services agreement as proposed.

ENVIRONMENTAL REVIEW:

The project is exempt from CEQA requirements based on California Public Resources Code Section 21080.23.

GOAL:

Goal 2: Improve Infrastructure & Further Environmental Sustainability Goal 3: Pursue Water Security & Sustainable Management of Water Resources Goal 8: Implement Capital Improvement Plans (CIP) Projects Miscellaneous/Other DOCUMENTS ATTACHMENTS:

Resolution Kimley Horn Napa Intertie v1
20240514 PSA Kimley Horn Rutherford Water Rehab
Agenda Item #10.10.

CITY OF ST. HELENA
RESOLUTION NO. 2024-

APPROVAL OF A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A

CONTRACT WITH KIMLEY-HORN, INC FOR CIVIL ENGINEERING SERVICES TO ASSIST WITH COMPLETION OF THE CAPITAL IMPROVEMENT PROGRAM PROJECT W25-01

NAPA INTERTIE WATER PIPELINE REPLACEMENT FOR A NOT-TO-EXCEED COST OF $446,200.

RECITALS
A. The City of St. Helena provides water to its customers from three sources, including water purchased from the City of Napa; and B. Between 2013 and 2017 the purchased water from the City of Napa accounted for approximately 35 percent of the City’s average day demand and 20 percent of the maximum day demand; and
C. The water purchased from the City of Napa enters the City’s water distribution system through a single intertie connection located southeast of the City, and the Rutherford Pump Station boosts the water pressure northwest along St. Helena Highway through a single 12” diameter pipeline where it eventually connects into the water distribution system; and
D. The Integrated Utililty Master Plan prepared by Carollo Engineers in April 2021 included the need to replace 17,300 linear feet of 12” pipeline from the City’s Rutherford Pump Station to the south, and from the intersection of State Route 29 and Charter Oak Avenue to the north; and
E. The current pipeline, constructed in 1947, has a history of leaks and the City runs a serious risk of a major failure, which could lead to a lack of water for its residential, commercial, and institutional customers; and
F. Carollo Engineers recommended replacing the pipeline in the near future to prevent a possible major failure; and
G. The City Council previously adopted the 5-Year Capital Improvement Program which included project W25-01 Napa Intertie Pipeline Replacement; and
Agenda Item #10.10.

H. The proposed project requires coordination between the City and the Napa Valley Vine Trail Project as the Vine Trail project runs directly above the project area; and
I. Kimley-Horn is the engineering company of record that is contracted with the County of Napa to construct the Napa Valley Vine Trail Project; and
J. Kimley-Horn has the ability to provide services related to project management, preparation of construction documents, and
coordination between the pipeline replacement project and the Napa Valley Vine Trail Project.

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

1. The above recitals are true and correct and are incorporated herein by this reference.

2. Approves a Professional Services Agreement with Kimley-Horn for services related to construction management, preparation of construction documents, and coordination with the Napa Valley Vine Trail project, for CIP Project W25-01 for $446,200, and authorizes the City Manager to execute the agreement.

3. Authorize a budget transfer from the W25-01 project budget of $11,200 from Construction Management to Design to cover the cost of the contract.

Approved at a Regular Meeting if the St. Helena City Council on May 14, 2024, by the following vote:

Mayor Paul Dohring: _____
Vice Mayor Eric Hall: _____
Council Member Anna Chouteau: _____
Council Member Patrick Kenealy: _____
Council Member Billy Summers: _____
APPROVED: ATTEST:
______________________ _____________________
Paul Jamison Dohring, Mayor Cindy Tzafopoulos, City Clerk Agenda Item #10.10.

Agenda Item #10.10.

Kimley-Horne Napa Intertie Replacement
1 CITY OF ST. HELENA

PROFESSIONAL SERVICES AGREEMENT

NAPA INTERTIE PIPELINE REPLACEMENT
This Agreement is made and entered into as of May 14, 2024 by and between the City of St. Helena, a public agency organized and operating under the laws of the State of California (“City”), and Kimley-Horn and Associates, Inc. a Corporation with its principal place of business at 2121 S. El Camino Real, Suite 550, San Mateo, CA 94403 (hereinafter referred to as “Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following project:

Napa Intertie Pipeline Replacement (hereinafter referred to as “the Project”).

B. Consultant is duly licensed and has the necessary qualifications to provide such services.

C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.

AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Services.

Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit “A.”

2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “A” b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $446,200. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed.

Payments to Consultant for work performed will be made on a monthly billing basis.

3. Additional Work.

If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a Agenda Item #10.10.

Kimley-Horne Napa Intertie Replacement
2 statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.

4. Maintenance of Records.

Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City.

5. Term.

The term of this Agreement shall be from May 14, 2024 to April 30, 2026 unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Project. Consultant shall perform its services in a prompt and timely manner within the term of this Agreement and shall commence performance upon receipt of written notice from the City to proceed (“Notice to Proceed”). The Notice to Proceed shall set forth the date of commencement of work.

Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed (“Notice to Proceed”).

Consultant shall complete the services required hereunder within the mutually agreed upon schedule. The Notice to Proceed shall set forth the date of commencement of work.

6. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the nonperforming party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; pandemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint.
b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement.

7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies.

Agenda Item #10.10.

Kimley-Horne Napa Intertie Replacement
3 c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.

8. Standard of Care; Performance of Employees
a. Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. b. Consultant’s employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Contract. As provided for in the indemnification provisions of this Contract, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

9. Assignment and Subcontracting
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates and subcontractors as Consultant may deem appropriate to assist in the performance of services hereunder.

10. Independent Contractor
Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided.

11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability
Agenda Item #10.10.

Kimley-Horne Napa Intertie Replacement
4 (i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
(1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion deleted
(7) Contractual Liability with respect to this Agreement (8) Property Damage
(9) Independent Contractors Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status.

Agenda Item #10.10.

Kimley-Horne Napa Intertie Replacement
5 (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.
c. Workers’ Compensation/Employer’s Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein.

This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:

Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 combined single limit
Employer’s Liability $1,000,000 per accident or disease Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
(ii) Defense costs shall be payable in addition to the limits.

Agenda Item #10.10.

Kimley-Horne Napa Intertie Replacement
6 (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. f. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement.
(iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability.

Further the limits set forth herein shall not be construed to relieve the Consultant from liability in Agenda Item #10.10.

Kimley-Horne Napa Intertie Replacement
7 excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
h. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
i. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
j. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section.

Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.

12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, Agenda Item #10.10.

Kimley-Horne Napa Intertie Replacement
8 liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner to the extent arising out of, pertaining to, or incident to any negligent acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses.

Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers. b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance of “design professional” services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and 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 Agenda Item #10.10.

Kimley-Horne Napa Intertie Replacement
9 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.

14. Safety.

Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life-saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

15. Verification of Employment Eligibility.

By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.

16. INTENTIONALLY DELETED

17. Laws and Venue.

This Agreement shall be interpreted in accordance with the laws of the State of California.

If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a the Superior Court of California for the County of Napa.

18. Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be Agenda Item #10.10.

Kimley-Horne Napa Intertie Replacement
10 entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.

19. Ownership of Documents and Confidential Information. a. All deliverables and other documents generated by Consultant in the performance of the Services, including all work papers, work-in-progress, designs, drawings, documents, data, computations, specifications, studies and reports prepared by Consultant as a part of the Services or authorized Additional Services (“Consultant Work Product”) shall belong to and be subject to the sole ownership and use of City. b. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, drawings and specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City. c. During the course of the performance of this Agreement, Consultant may receive written or verbal information from City, its representatives or agents, not in the public domain. Such information may include City’s know how, trade secrets, and other proprietary and confidential information and Consultant agrees to treat such information as confidential information belonging to City. Consultant agrees that neither it, nor its officers, employees, representatives, agents, successors, or assigns, will disclose such information to any third party or use the same in any manner without the prior written consent of City. Moreover, Consultant agrees to safeguard such proprietary and confidential information from unauthorized disclosure and/or use using the same degree of care it uses to protect its own proprietary and confidential information, but not less than a reasonable standard of care. In the event that disclosure of such information is sought pursuant to any law or regulation, Consultant shall promptly notify City of such fact to allow City to assert whatever exclusions or exemptions may be available to it under applicable law or regulation.

20. Organization
Consultant shall inform the City when it receives the Notice of completion who it assigns as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.

21. Limitation of Agreement.

This Agreement is limited to and includes only the work included in the Project described above.

22. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to:

Agenda Item #10.10.

Kimley-Horne Napa Intertie Replacement
11 CITY:

City of St. Helena
1088 College Avenue
St. Helena, CA 94574
Attn: Joseph Leach
CONSULTANT:

Kimley-Horn Inc.
2121 S. El Camino Real
Suite 550 San Mateo, CA 94403
and shall be effective upon receipt thereof.

23. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.

24. Equal Opportunity Employment.

Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

25. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement.

26. Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the remaining provisions unenforceable, invalid or illegal.

27. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.

28. Non-Waiver
Agenda Item #10.10.

Kimley-Horne Napa Intertie Replacement
12 None of the provisions of this Agreement shall be considered waived by either Party, unless such waiver is specifically specified in writing.

29. Time of Essence
Time is of the essence for each and every provision of this Agreement.

30. City’s Right to Employ Other Consultants
City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.

31. Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
[SIGNATURES ON FOLLOWING PAGE]
Agenda Item #10.10.

Kimley-Horne Napa Intertie Replacement
13 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN CITY OF ST. HELENA
AND KIMLEY-HORN INC.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CITY OF ST. HELENA KIMLEY-HORN, INC.

By: By:

Anil Comelo
City Manager Its:

Printed Name:

ATTEST:

By:

Ethan Walsh, City Attorney
Agenda Item #10.10.

Kimley-Horne Napa Intertie Replacement
14 EXHIBIT A
Scope of Services & Schedule of Charges/Payments
Agenda Item #10.10.

kimley-horn.com 2121 S. El Camino Real, Suite 550, San Mateo, CA 94403 650-239-0071 April 24, 2024
Joseph Leach
Public Works Director and City Engineer
City of St. Helena
1088 College Avenue
St. Helena, CA 94574
Re: Proposed Scope and Fee for Professional Services for Napa Intertie Pipeline Replacement Dear Mr. Leach:

Kimley-Horn and Associates, Inc. (“Kimley-Horn” or “Consultant”) is pleased to submit this proposed scope and fee to the City of St. Helena (“”City” and “Client”) for providing Civil Engineering Services for the Napa Intertie Pipeline Replacement.

Project Understanding
The proposed project includes the replacement of 17,300 linear feet of 12-inch pipeline, referred to by the City of St. Helena Capital Improvement Program as project W25-01 Napa Intertie Pipeline Replacement. The project is bound by the Rutherford Pump Station (near Vine Trail “A” LINE STA 321+40) to the south and the intersection of State Route 29 and Charter Oak Avenue to the north (near Vine Trail “B” LINE STA 121+20). The proposed project will be based upon the topographic survey obtained for the Napa Vine Trail project and located within existing public road right-of-way and existing dedicated easements. It is understood that the project is exempt from CEQA requirements based on California Public Resources Code Section 21080.23.

Scope of Services
Kimley-Horn will provide the services specifically set forth below.

TASK 1 PROJECT MANAGEMENT & ADMINISTRATION
Kimley-Horn will conduct internal project management and administration procedures to schedule deliverables and provide monthly accounting. This task includes the preparation for, and conducting, one project kickoff meeting with the City. Bi-weekly progress meetings are assumed for the six month design duration of the project; Kimley-Horn staff will prepare meeting agendas and minutes as part of this task.

TASK 2 CONSTRUCTION DOCUMENTS
Kimley-Horn will prepare one set of construction documents for the project described in the project understanding. The documents defined in the sub-tasks below will be presented to the client for review and coordination at the 30%, 60%, 90% and 100% design levels. We assume that for each submittal, the City will provide us with one set of consolidated agency review comments.

Agenda Item #10.10.

kimley-horn.com 2121 S. El Camino Real, Suite 550, San Mateo, CA 94403 650-239-0071 The pipeline replacement project design will be coordinated with Napa Valley Vine Trail project between Yountville and St. Helena, which is currently under design by Kimley-Horn for the County of Napa. We assume that the pipeline replacement project plans will be provided to the County for review at each stage of the design, and that they will provide comments for incorporation.

Task 2.1 30% Construction Documents
Kimley-Horn team will develop a concept geometric alignment for the waterline and identify locations for potential trenchless installation. This task will include the following:
• Review of existing utilities (underground and overhead) through readily available record documents and visual observations during the site walk. These constraints to the proposed pipeline alignment or construction of the pipeline will be identified on the conceptual plans for coordination with the City prior to conducting the 60% design documents. • Review of Caltrans right-of-way limits for Highway 29 to determine limits for the encroachment. • This tasks includes up to two site visits by the project design team. • This task will include the preparation of one phasing exhibit based upon information provided by the Client. The phasing exhibit will include estimated project timelines. One round of consolidated revisions from the Client will be incorporated for the 60% plans. Comments and responses will be tracked in a comment response matrix that will be maintained and updated throughout the project.

This task excludes project specifications, which will be developed at the 60% design level.

Our scope assumes that the Caltrans right-of-way will be completely resolved as part of the Vine Trail project and will be provided to our team along with complete topographic survey. If it is determined through the 30% design process that additional topographic survey, utility potholing, or right-of-way resolution work is required, this task includes a budget allocation of $50,000 for additional data gathering and survey work through sub-consultant services. The scope and fee will be reviewed and approved by the Client prior to the sub-consultant authorization.

Quantities and OPCC
Kimley-Horn will prepare an Engineers Opinion of Probable Construction Cost (OPCC) at the 30% conceptual design phase for client review. Cost information shall be based upon readily available information for similar projects.

Basis of Design Document
Kimley-Horn will prepare a Basis of Design document to summarize the preliminary layout and the proposed pipe material for the preferred alignment. This document will include a summary of finding from record drawing research and field visits.

Task 2.1 Deliverables:

Deliverables:
• One (1) electronic copy (PDF Format) of the Basis of Design Document • One (1) electronic copy (PDF Format) of preferred alignment concept layout Agenda Item #10.10.

kimley-horn.com 2121 S. El Camino Real, Suite 550, San Mateo, CA 94403 650-239-0071 • AutoCAD file of the preferred alignment
• One (1) electronic copy (PDF Format) of the phasing exhibit Task 2.2 60% and 90% Construction Documents
Kimley-Horn team will develop construction plans, specifications, and OPCC at the 60% and 90% design stages in this task.

The construction plans will include the following:
• Title Sheet– indicating project location and team data • General Notes Sheet– client, governing agency, and engineer’s general notes to the contractor
• Horizontal Control and Key Map Sheet– establishing the benchmark and survey controls for the project
• Plan and Profile Sheets for underground replacement improvements (1”=40’) Based upon project limits it is assumed 20 sheets are required.
• Water system interconnection details, including up to twelve (12) distribution service connections and eighteen (18) service connections.
• Driveway crossing plans for trenchless construction
• Details for improvements will consist of City and Caltrans standard details. These may include but not limited to: sawcut, trench patch, curb and gutter replacement details, trench details for pipes, water system reconnections, and pavement rehab.

Specifications
Technical specifications for the proposed facilities will be prepared based on Caltrans format. This task includes the preparation of technical special provisions with assumed typical modifications to Caltrans standard specifications, and including the inclusion of any City-specific technical specifications. We assume that the City will provide a front end for the special provisions that will require minor modifications, such as project name, work description, bid list, etc. Our scope does not include significant changes to the City’s front end specifications.

City Review
Plans will be processed through the City for review. Kimley-Horn will respond to a consolidated set of review comments provided by the City. Comments and responses will be tracked in a comment response matrix.

Task 2.2 Deliverables:
• Construction Plans 24”x36” sheet size (PDF and AutoCAD) • Specifications (Word and PDF)
• OPCC (PDF)
Agenda Item #10.10.

kimley-horn.com 2121 S. El Camino Real, Suite 550, San Mateo, CA 94403 650-239-0071 Task 2.3 100% Construction Documents
Kimley-Horn will address one set of consolidated agency review comments received on the 90% plans to prepare final construction documents. Final signed plans will be routed to the City for signature and preparation of a consolidated package for bid issuance.

Task 2.3 Deliverables:
• One (1) electronic copy of Final Signed Plans
• One (1) full-size reproducible and Two (2) sets of Final Plans, and pdf format • One (1) hard copy of Specifications and pdf format
• One (1) copy of Final Specifications on a CD or other media for each Pipeline Package Task 3 Caltrans Encroachment Permit
Kimley-Horn will prepare the permit application to the California Department of Transportation District Office (Caltrans) for the proposed work within Highway-29 right-of-way and submit on behalf of the City.

This task includes the preparation of one plan set for the portion of work within Caltrans right-of-way based upon the documents prepared in Task 2. In addition to sheets included in Task 2 this task will add the following:
• Title Sheet – specific to Caltrans encroachment permit and required agency notes. • Traffic Handling Plan (two sheets) – indicating phases of construction, signage, and temporary traffic control for Highway 29. Plans assume construction phasing to be determined by the contractor.

This task includes up to forty hours of total staff time for coordination of the submittal package and meeting with Caltrans staff pertaining to permits. All permit application fees are to be paid directly by the City.

Task 3 Deliverables:
• Caltrans plan set (PDF and AutoCAD)
• Caltrans permit application
Task 4 – Bid Phase Services
Kimley-Horn will attend the pre-bid meeting and respond to questions concerning the plans, specifications, and estimates prepared in Task 2. Should a bid addendum be required we assume a maximum of forty (40) hours of effort. We will review construction bids provided by the Client and make a recommendation to the Client for award of the construction contract.

Task 4 Deliverables:

Agenda Item #10.10.

kimley-horn.com 2121 S. El Camino Real, Suite 550, San Mateo, CA 94403 650-239-0071 • Prepare a construction document addendum, if required, for distribution by the Client. • Prepare answers to bidder’s questions for distribution by the Client on a weekly basis during bid phase
• Conform Plans for construction (PDF)
Task 5 – Design Services During Construction
Kimley-Horn will assist the Client during construction, as requested. Construction is assumed to occur over a six-month duration and a maximum of two hundred sixty (260) hours will be required of this effort. Services we can provide include the following:

Visits to Site and Observation of Construction Kimley-Horn will provide on-site construction observation visits during the construction phase. This task includes one site construction kickoff meeting and two site visits during the course of construction. Kimley-Horn will make visits at intervals as directed by Client in order to observe the progress of the Work. Such visits and observations by Kimley-Horn are not intended to be exhaustive or to extend to every aspect of Contractor's work in progress. Observations are to be limited to spot checking, and similar methods of general observation of the Work based on Kimley-Horn’s exercise of professional judgment. Based on information obtained during such visits and such observations, KimleyHorn will evaluate whether Contractor's work is generally proceeding in accordance with the Contract Documents, and Kimley-Horn will keep Client informed of the general progress of the Work.

The purpose of Kimley-Horn’s site visits will be to enable Kimley-Horn to better carry out the duties and responsibilities specifically assigned in this Agreement to Kimley-Horn, and to provide Client a greater degree of confidence that the completed Work will conform in general to the Contract Documents. Kimley-Horn shall not, during such visits or as a result of such observations of Contractor's work in progress, supervise, direct, or have control over Contractor's work, nor shall Kimley-Horn have authority over or responsibility for the means, methods, techniques, equipment choice and usage, sequences, schedules, or procedures of construction selected by Contractor, for safety precautions and programs incident to Contractor's work, nor for any failure of Contractor to comply with laws and regulations applicable to Contractor's furnishing and performing the Work. Accordingly, Kimley-Horn neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor's failure to furnish and perform its work in accordance with the Contract Documents.

Clarifications and Interpretations. Kimley-Horn will respond to reasonable and appropriate Contractor requests for information and issue necessary clarifications and interpretations of the Contract Documents to Client as appropriate to the orderly completion of Contractor's work.

Any orders authorizing variations from the Contract Documents will be made by the Client.

Based upon the length of project this task includes up to twenty (20) contractor requests for information.

Agenda Item #10.10.

kimley-horn.com 2121 S. El Camino Real, Suite 550, San Mateo, CA 94403 650-239-0071 Change Orders. Kimley-Horn may recommend Change Orders to Client, and will review and make recommendations related to Change Orders submitted or proposed by the Contractor.

Shop Drawings and Samples. Kimley-Horn will review and approve or take other appropriate action in respect to Shop Drawings and Samples, but only for conformance with the information given in the Contract Documents. Such review and approvals or other action will not extend to means, methods, techniques, equipment choice and usage, sequences, schedules, or procedures of construction or to related safety precautions and programs. Based upon the scope of project this task includes up to twenty-four (24) contractor material submittal reviews.

Substitutes and "or-equal." Evaluate and determine the acceptability of substitute or "or-equal" materials and equipment proposed by Contractor in accordance with the Contract Documents, but subject to the provisions of applicable standards of state or local government entities.

Disagreements between Client and Contractor. Kimley-Horn will, if requested by Client, render written decision on all claims of Client and Contractor relating to the acceptability of Contractor's work or the interpretation of the requirements of the Contract Documents pertaining to the progress of Contractor's work. In rendering such decisions, Kimley-Horn shall be fair and not show partiality to Client or Contractor and shall not be liable in connection with any decision rendered in good faith in such capacity.

Applications for Payment. Based on its observations and on review of applications for payment and accompanying supporting documentation, Kimley-Horn will determine the amounts that Kimley-Horn recommends Contractor be paid. Such recommendations of payment will be in writing and will constitute Kimley-Horn’s representation to Client, based on such observations and review, that, to the best of Kimley-Horn’s knowledge, information and belief, Contractor’s work has progressed to the point indicated and that such work-in-progress is generally in accordance with the Contract Documents subject to any qualifications stated in the recommendation. In the case of unit price work, Kimley-Horn’s recommendations of payment will include determinations of quantities and classifications of Contractor's work, based on observations and measurements of quantities provided with pay requests.

By recommending any payment, Kimley-Horn shall not thereby be deemed to have represented that its observations to check Contractor's work have been exhaustive, extended to every aspect of Contractor's work in progress, or involved detailed inspections of the Work beyond the responsibilities specifically assigned to Kimley-Horn in this Agreement. It will also not impose responsibility on Kimley-Horn to make any examination to ascertain how or for what purposes Contractor has used the moneys paid on account of the Contract Price, nor to determine that title to any portion of the work in progress, materials, or equipment has passed to Client free and clear of any liens, claims, security interests, or encumbrances, nor that there may not be other matters at issue between Client and Contractor that might affect the amount that should be paid.

Limitation of Responsibilities. Kimley-Horn shall not be responsible for the acts or omissions of any Contractor, or of any of their subcontractors, suppliers, or of any other individual or entity Agenda Item #10.10.

kimley-horn.com 2121 S. El Camino Real, Suite 550, San Mateo, CA 94403 650-239-0071 performing or furnishing the Work. Kimley-Horn shall not have the authority or responsibility to stop the work of any Contractor.

Task 6 – Project Closeout
Kimley-Horn will assist the Client at the completion of construction, as requested. Kimley-Horn will prepare project record drawings based upon Contractor provided redlines. Kimley-Horn will conduct one punch walk during project closeout to visually observe final project conditions. A closeout survey is specifically excluded from this task and is understood to be the responsibility of the Contractor. A maximum of sixty (60) hours will be required of this effort.

Additional Services
Any services not specifically provided for in the above scope will be billed as additional services and performed at our then current hourly rates. Additional services we can provide include, but are not limited to, the following:
• Hydraulic analysis of the proposed water system
• Survey beyond the specific limits noted in the project understanding • Geotechnical investigation beyond the allowance noted in Task 2.1 • Public Outreach including virtual meetings
• Preparation of easement documentation
• CEQA Permitting including revisions or amendments
• Wetland permitting if applicable
• Construction Staking
• Erosion Control Plans and SWPPP report; based upon project size it is understood the Construction General Permit is not applicable.

Information Provided By Client
We shall be entitled to rely on the completeness and accuracy of all information provided by the Client or the Client’s consultants or representatives. The Client shall provide all information requested by Kimley-Horn during the project, including but not limited to the following:
• Readily available record drawings and reports
• Access to project appurtenances such as vaults and meters Schedule
We will provide our services as expeditiously as practicable with the goal of meeting a mutually agreed upon schedule.

Agenda Item #10.10.

kimley-horn.com 2121 S. El Camino Real, Suite 550, San Mateo, CA 94403 650-239-0071 Fee and Expenses
Kimley-Horn will perform the services in Tasks 1 - 6 on a labor fee plus expense basis with the maximum labor fee shown below.

Task 1 Project Management & Administration $ 43,700
Task 2 Construction Documents $264,600
Task 3 Caltrans Encroachment Permit $ 23,600
Task 4 Bid Phase Services $ 9,200
Task 5 Design Services During Construction $ 47,300
Task 6 Project Closeout $ 5,800
Total Labor Fee $394,200
Task 2.1 Additional Survey & Potholing (if required) $50,000 Reimbursable Direct Expenses $ 2,000
Contract Total $446,200
Kimley-Horn will not exceed the total maximum labor fee shown without authorization from the Client.

Individual task amounts are provided for budgeting purposes only. Kimley-Horn reserves the right to reallocate amounts among tasks as necessary. Kimley-Horn will not utilize Task 2.1 Additional Survey & Potholing budget without written approval from the Client.

Labor fee will be billed on an hourly basis according to our then-current rates. As to these tasks, direct reimbursable expenses such as express delivery services, fees, air travel, and other direct expenses will be billed at 1.15 times cost. A percentage of labor fee will be added to each invoice to cover certain other expenses as to these tasks such as telecommunications, in-house reproduction, postage, supplies, project related computer time, and local mileage. Administrative time related to the project may be billed hourly. All permitting, application, and similar project fees will be paid directly by the Client. Should the Client request Kimley-Horn to advance any such project fees on the Client’s behalf, an invoice for such fees, with a fifteen percent (15%) markup, will be immediately issued to and paid by the Client.

Payment will be due within 30 days of your receipt of the invoice and should include the invoice number and Kimley-Horn project number.

Closure
To proceed with the services, please have an authorized person provide a Client executed contract with reference to this scope and fee document. We will commence services only after we have received a fully-executed agreement. Fees and times stated in this Agreement are valid for sixty (60) days after the date of this letter.

Kimley-Horn, in an effort to expedite invoices and reduce paper waste, submits invoices via email in a PDF. We can also provide a paper copy via regular mail if requested. Please include the invoice number and Kimley-Horn project number with all payments. Please provide the following information:

Agenda Item #10.10.

kimley-horn.com 2121 S. El Camino Real, Suite 550, San Mateo, CA 94403 650-239-0071 ____ Please email all invoices to ___________________________ ____ Please copy _______________________________________ To ensure proper set up of your projects so that we can get started, please complete and return with the signed copy of this Agreement the attached Request for Information. Failure to supply this information could result in delay in starting work on this project.

We appreciate the opportunity to provide these services. Please contact me if you have any questions.

Sincerely,
KIMLEY-HORN AND ASSOCIATES, INC.

By: John Pulliam By: Tyler Whaley
Senior Project Manager Project Manager
P.E. No. C68897 P.E. No. C74848
City of St. Helena
SIGNED:

PRINTED NAME: _______________________
TITLE:_________________________________
DATE: _______________________________
Agenda Item #10.10.

kimley-horn.com 2121 S. El Camino Real, Suite 550, San Mateo, CA 94403 650-239-0071 Client’s Federal Tax ID: _______________________
Client’s Business License No.: __________________
Client’s Street Address: _______________________
_______________________
Attachment – Request for Information
Attachment – Standard Provisions
Agenda Item #10.10.

kimley-horn.com 2121 S. El Camino Real, Suite 550, San Mateo, CA 94403 650-239-0071 Request for Information
Please return this information with your signed contract; failure to provide this information could result in delay in starting your project
Client Identification
Full, Legal Name of Client
Mailing Address for Invoices
Contact for Billing Inquiries
Contact’s Phone and e-mail
Client is (check one) Owner Agent for Owner Unrelated to Owner
Property Identification
Parcel 1 Parcel 2 Parcel 3 Parcel 4
Street Address
County in which
Property is Located
Tax Assessor’s
Number(s)
Property Owner Identification
Owner 1 Owner 2 Owner 3 Owner 4
Owner(s) Name
Owner(s) Mailing
Address
Owner’s Phone No.

Owner of Which
Parcel #?
Project Funding Identification – List Funding Sources for the Project Attach additional sheets if there are more than 4 parcels or more than 4 owners Agenda Item #10.10.

From: Jeff Farmer
To: Public Comment
Subject: [External] Consent Items 10.4, 10.5, 10.10
Date: Friday, May 10, 2024 8:30:30 AM
Honorable Mayor and Council Members:

I am gratified to see that these consent items address the potable water loss problem and give us tools to more accurately measure water loss.

More needs to be done to replace potable with recycled water and find new sources of water for St. Helena. We need to find customers for recycled water, re-explore connecting to the PUC water system, increase the efficiency of Bell Canyon reservoir and find more users of water from the Lower Reservoir. At a County level we need to examine the benefits of new or different system interties and regional cooperation with other water agencies.

These consent items are a good step in that direction.

Jeff Farmer
1533 Tainter
St. Helena
Agenda Item #10.10.

Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Public Works
DATE: May 14, 2024
FROM: Lesley Milton, Asst. to the City Manager
SUBJECT: Approval of a resolution authorizing the purchase of an Asphalt Crack Sealer for $73,365 from Cimline Inc. for
improved long term pavement management.

RECOMMENDED
ACTION:

Approve the attached Resolution.

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
PURPOSE:

The purpose is to purchase equipment that will prolong the life of the pavement.

FINANCIAL IMPACT: The total financial impact of the purchase is $73,365, which is available in the adopted FY24 Streets Operations budget.

BACKGROUND:

Over the last two years, and for the next several years, the City is investing several millions of dollars in the repaving of streets throughout the City. As with most things, a maintained street will last longer than one that is not maintained, and an asphalt crack sealer is an investment into the longevity of the newly repaved road network. Crack sealing is the process of placing an adhesive sealant into cracks on the pavement surface, preventing the infiltration of moisture and non-compressible materials into the pavement and its subgrade.

DISCUSSION:

Staff has the technical capability of performing this service but has in the past either chosen to contract for this service or not to it at all due to cost. By having the right tools for the job, this service can be provided in house, with minimal additional charge, other than for supplies, for a long-term benefit to pavement lifecycle.

Staff has identified Cimline Inc. as a Sourcewell-compliant vendor that can provide a 150 Gallon Crack Sealing Unit Trailer Meter for a total cost including delivery and taxes of $73,365. Sourcewell is a cooperative purchasing program that manages the solicitation requirements and offers members easy access to an established network of awarded contracts. It combines the buying power of more than 50,000 government, education, and nonprofit organizations to save agencies time and money. The City's purchasing policies allow for purchasing from Sourcewell-compliant vendors in lieu of competitive bidding.

Agenda Item #10.11.

While the FY 24 budget did not include this as a budgeted expenditure, cost savings in other line items allows for this purchase. The following will be transferred to: 101-5015- 36-30 - Capital Equipment for the purchase:
 $32,000 from 101-50-15-21-22
 $15,000 from 101-50-15-21-45
 $26,365 from 101-50-15-23-12
The total cost, including delivery and taxes is $73,365 and can be applied towards the Maintenance of Effort expenditures as required by Measure T.

Staff recommends authorizing the capital purchase of the asphalt crack sealer as presented.

ENVIRONMENTAL REVIEW: Not a CEQA project.

GOAL:

Goal 2: Improve Infrastructure & Further Environmental Sustainability Goal 5: Enhance Quality of Life
Goal 7: Enhance Organizational Effectiveness
DOCUMENTS ATTACHMENTS:
20240514 Asphalt Crack sealer
M1 DH St Helena Sourcewell Quote With Pricing 12-8-2023 (1) Cimline M1 2022 150 Gallon Crack Sealer Trailer Melter Applicator Specification[9] M1 A Specifications Brochure
Agenda Item #10.11.

CITY OF ST. HELENA
RESOLUTION NO.

APPROVAL OF A RESOLUTION AUTHORIZING THE
PURCHASE OF AN ASPHALT CRACK SEALER FOR $73.365.00
FROM CIMLINE INC.

RECITALS
A. WHEREAS, Over the last two years and for the next several the City is investing several millions of dollars in the repaving of streets throughout the city.

B. WHEREAS, a maintained street will last longer than one that is not maintained and an asphalt crack sealer is an investment into the longevity of our newly repaved road network.

C. WHEREAS, Crack sealing is the process of placing an adhesive sealant into cracks on the pavement surface, preventing the infiltration of moisture and non-compressible materials into the pavement.

D. WHEREAS Sourcewell is a cooperative purchasing program that manages the solicitation requirements and offers members easy access to an established network of awarded contracts and the City's purchasing policies allow for purchasing from Sourcewell compliant vendors in lieu of competitive bidding.

E. WHEREAS, Staff has identified Cimline Inc. as a Sourcewell compliant vendor that can provide a 150 Gallon Crack Sealing Unit Trailer Meter for a total cost including delivery and taxes of $73,365.00.

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

1. Authorize ethe purchase of an Asphalt Crack Sealer for $73.365.00 from Cimline Inc.

2. Authorizes the City Manager to execute any necessary purchasing agreements.

Approved at a Regular Meeting of the St. Helena City Council on May 14, 2024, by the following vote:

Agenda Item #10.11.

Mayor Paul Dohring: _____
Vice Mayor Eric Hall: _____
Council Member Anna Chouteau: _____
Council Member Billy Summers: _____
Council Member Patrick Keneley ________
APPROVED: ATTEST:
______________________ ________________________
Paul Jamison Dohring, Mayor Cindy Tzafopoulos, City Clerk Agenda Item #10.11.

Cimline, Inc. Sourcewell Quotation
Innovation in Preservation
2601 Niagara Lane DATE: 3/13/2024
Minneapolis, MN 55447 QUOTE # M1 DH
Phone (800) 328-3874 Fax (866) 557-1971 Salesman: Dan Horner QUOTE TO:

Name: Carlos Uribe
AGENCY: City of St. Helena
MEMBER #: 20109
ADDRESS: 1088 Collage Ave
CITY: St Helena
STATE/ ZIP: Califoria 94574
PHONE:

ITEM DESCRIPTION PART NO. QTY LIST PRICE DISC. 1 DISC. 2 EXT. PRICE 150 Gallon, Diesel, heated Hose, 2022 M-Series Update 311-001-902 1 $ 70,875.00 10% $ 63,787.50 Pintle Hitch M-Series 409128 1 $ 385.00 100% $ -
Engine Cover, 2022 M-Series Update 311-229-902 1 $ 2,890.00 10% $ 2,601.00 Options
29" Hitch Extension M-Series 409125 $ 1,260.00 10%
LED Arrow Board, M1 and M2, 2022 M-Series Update 311-215-902 $ 3,750.00 10% 10 lb. Fire Extinguisher 409115 $ 650.00 10%
Operator Horn Communication from Wand, All 407983 $ 800.00 10% Spare Parts Kit, On Board Mounted, M-Series 408356 $ 1,825.00 10% SUBTOTAL $ 66,388.50
Cimline Sourcewell Contract #080521-CME Surcharge %
Surcharge amount $ -
Delivery 30 to 45 days ARO TAX RATE
Price FOB Plymouth, Mn SALES TAX 5,477.01
FREIGHT 1,500.00
TOTAL $ 73,365.51
This Quotation Is Valid for 30 Days from Issue
Manager
Signature
THANK YOU FOR THE OPPORTUNITY TO PROVIDE YOU WITH A QUOTE.

Agenda Item #10.11.

Cimline™
Cimline M1™
Detailed Specification
150 Gallon Crack Sealing Unit
Trailer Melter/Applicator
2601 Niagara Lane North
Plymouth, MN 55447 U.S.A.

www.cimline.com
Toll Free: +1-877-841-0848
Fax: +1-866-557-1971
Revision Date: 03/2022

1.0 Purpose: Yes No

1.1 The crack sealing unit (melter/applicator) must be able to safely melt, agitate, circulate and apply all grades of asphalt rubber sealants, specification joint sealants, jet fuel resistant sealants and fiber modified asphalt sealants. The machine must be capable of starting at ambient temperature and bringing material to pouring temperature in less than one hour. The unit must have continuous sealant agitation and back-to-tank recirculation via heated hose to eliminate temperature stratification of sealant being applied. Complete operation manual, parts lists, and training video must be furnished with the unit. A factory-trained representative will be available for initial startup and training.

1.2 The equipment being bid must be new, current year production and meet the needs of this specification without modification. The model must be currently advertised, have been in production for a min. of two years and have a working volume of not less than called for in this specification.

Hybrid, one-off or prototype equipment is unacceptable.

1.3 These specifications are not intended to be restrictive, but are meant to describe the kind and size of unit desired to be purchased in detail. If bidder is basing the proposal on equipment other than what is specified in these bid documents and wishes the equipment to be considered as an "approved equal" they shall submit on a separate sheet, an item by item description of that which is proposed.

The bidder’s specifications must be complete and of sufficient detail to cover all items included in this bid specification and in a manner that allows a direct comparison. Any item not covered will be deemed as not meeting specifications. Such bidder shall also include, but not as a substitute for the above, any manufacturer's literature. In addition, if the bidder takes exception to any item they shall note this and describe in detail the exception and how the proposal is an "approved equal". Failure to carry out the provisions noted herein may be deemed sufficient reason to reject the bidder's proposal. Check yes if demonstration has been performed prior to bid letting.

2.0 Basic Machine Requirements: Yes No

2.1 Double jacketed boiler type material tank design.

2.2 Trailer mounted and rated for highway class use.

2.3 Diesel powered and diesel heated.

2.4 Electric heated sealing hose equipped only.

2.5 Minimum working capacity of 150 gallons.

2.6 Single insulated loading door on curb side of machine.

2.7 LED sealed lighting including stop/turn and clearance lights.

Agenda Item #10.11.

2601 Niagara Lane North
Plymouth, MN 55447 U.S.A.

www.cimline.com
Toll Free: +1-877-841-0848
Fax: +1-866-557-1971

3.0 Melting System Minimum Requirements: Yes No

3.1 The material tank must be of double boiler design and have a minimum working volume of 150 gallons. Working volume can be described as the maximum usable amount of sealant that can be contained in the material tank at one time and pumped out of the hose.

3.2 The material and oil tanks must be constructed of no less than 7 gauge (.179”) steel. The oil tank must hold a maximum of 25 gallons of heat transfer oil (HTO) at ambient temperature. The oil reservoir will be surrounded by a 7 gauge (.179”) air reservoir that will be filled with hot burner gases heating both the bottom and sides of the oil tank for best heat transfer.

3.3 Tank must be insulated on top, sides and bottom with a min. 1.5” ceramic or FBX insulation.

3.4 Full sweep vertical direct driven reversible agitator design. Agitator shaft must include auger flighting for best mixing.

3.5 Minimum 15 x 26 inch, insulated/angled loading door will be curbside and of “splash-free” design.

3.6 For safety, material loading height will be no more than 50 inches for proper lifting ergonomics.

3.7 For safety, unit must include a vented HTO expansion tank. Sealed expansion tanks will be considered a fatal deviation.

3.8 Diesel burner maximum of 250,000 BTU for best fuel efficiency and fastest heat-up.

3.9 Minimum of two 5 inch wand recirculation ports are required, located as one facing the rear of the machine and one facing the front of the machine. Both recirculation ports shall have chain and locking pins attached to safely secure the wand in the recirculation port while the unit is operating.

3.10 The material tank will have a minimum capacity of 150 US gallons.

4.0 Trailer Minimum Requirements: Yes No

4.1 The melting unit will be trailer mounted and capable of being towed at safe highway speeds when fully loaded. The frame shall include minimum flat horizontal surface steel fenders to facilitate handling and loading of material blocks. All lighting will be LED.

4.2 The frame is to be constructed of minimum 6”x 2”x 3/16” gusseted steel tube for safety and strength.

4.3 A 2-1/2” towing ring that is adjustable in height from 15” to 30” high will be provided.

4.4 Minimum 12 gauge flat horizontal surface steel fenders to facilitate handling and loading of material blocks.

4.5 A swing-away weight appropriate adjustable screw jack must be provided.

4.6 To insure towing mobility in both forward and reverse directions, the melter shall have a single torsion axle system and be rated at a GAWR (Gross Axle Weight Rating) of 7000 lbs

4.7 Electric brakes, emergency breakaway switch, radial tires, and two 3/8” x 4 foot long safety chains with slip hooks will be included.

4.8 Oval LED stop, tail, and turn lights will be included. Clearance lighting will also be LED. A lighted license plate bracket will be attached to the fender.

4.9 The lighting harness will be woven loom with weather proof connectors at all lights. The trailer harness shall use a junction box at the front to allow easy changeover to different types of towing vehicle plugs. A seven (7) pin flat RV round plug will be included.

Agenda Item #10.11.

2601 Niagara Lane North
Plymouth, MN 55447 U.S.A.

www.cimline.com
Toll Free: +1-877-841-0848
Fax: +1-866-557-1971

5.0 Pumping and Delivery System Minimum Requirements: Yes No

5.1 A positive displacement pump will provide material flow for sealing and recirculation. The material pump and all related plumbing must be contained within a heated chamber. External oil jacketed pumps are not acceptable. The acceptable method of re-circulation of material will be accomplished by captured heated hose and wand back-to-tank recirculation method. Submerged pumping systems are unacceptable due to their reduction of sealant working volume, their inability to recirculate sealant and their excessive maintenance down time.

5.2 The pump shall be direct coupled, driven hydraulically and run in either direction to permit cleaning of plumbing system.

5.3 A minimum 20 gpm is required output. Pump speed will be variable.

5.4 A maximum of 25 rpm’s is allowed to achieve maximum pump output to provide long pump life.

5.5 When sealing wand trigger is released, sealant pump must immediately cease rotation. Sealant flow shall only be available while the wand trigger electrical mecanism(s) are activated calling the pump to provide positive pressure to the hose and wand for material application.

5.6 Sealing hose will be electrically heated. For safety, only floating ground design systems will be acceptable. Due to weight, length and flexibility considerations, Oil or DC heated hoses will not be considered. The hose will be a minimum of 3/4” inner diameter (ID) and no less than 20 feet long.

5.7 Hose boom(s) will be located at the rear center of the heating chamber. Boom height must be high enough as to allow a 6’ 2” operator to walk under without risk of personal injury. The boom must be supported by heavy duty collar and oilite type maintenance free bushing.

5.8 The wand will utilize a ball valve attached at the end of the wand to eliminate dripping when valve is shut off. Rubber tips are not an acceptable substitution. Should the wand be accidently dropped, all flow, pump rotation, and line pressure must cease.

5.9 A 2.5" swivel disk will be included.

6.0 Temperature and Flow Control Minimum Requirements: Yes No

6.1 For sealant placement temperature quality, the material temperature will be measured at the inboard side of the sealant pump and before the placement hose. The digital control system must be able to operate in manual or automatic mode. Sealant flow will be digitally controlled.

6.2 The display must have adjustable digital controllers with readout for material, heat transfer oil and heated hose temperatures. Control must have intervals no greater than 1 degree F and continuously monitor thermocouples. Controllers must be stowed in a water tight operators box on rear curbside of machine.

6.3 The control panel will contain (3) LED status indicators for pump, agitator and hose. When all three indicators are green, operator can begin to work.

6.4 Digital controllers must display an error code and shut burner down should a thermocouple failure occur.

6.5 The control system must be able to operate in manual or automatic mode. When in “Auto”, the system will control agitation and pump start up by temperature automatically. Control is to be placed on outer control box with operator selection for Run / Clean Out / Cool Down / Off

6.6 Pump forward/reverse and agitator forward/reverse will be electrically controlled from rotary switch on the control station door panel without having to open the weather proof box. A clear cover will allow viewing of status LED’s and digital temperature readout without opening box.

6.7 A single hydraulic manifold system shall be provided with cartridge valves, which permit maintenance without hose removal. Pressure relief valves included for protection of motors. Nine (9) preset positions shall be available to adjust sealant flow.

Agenda Item #10.11.

2601 Niagara Lane North
Plymouth, MN 55447 U.S.A.

www.cimline.com
Toll Free: +1-877-841-0848
Fax: +1-866-557-1971

6.8 Additional amber status LED indicators shall provide burner and hose heating status on the control panel.

6.9 Additional analog gauges shall be included for agitator and material pump pressure and backup heat transfer oil temperature.

7.0 Engine, Burner and Hydraulics Minimum Requirements: Yes No

7.1 The unit will be equipped with a diesel engine with spin-on type oil and fuel filters. It will be joined to the frame with rubber engine mounts to prevent vibration transfer. The management system will be located near the engine for ease of operation and maintenance. A self-igniting diesel fired burner will be included.

7.2 The unit will be equipped with a 3 cylinder direct injected, 19hp, Tier 4 Final, diesel engine. The engine will have spin-on type oil and fuel filters.

7.3 The engine will be protected by a digital engine management system including integrated hour meter and also burner failure indicator lamp.

7.4 Auto shutdown protection will be provided for alternator, oil pressure and coolant temperature.

7.5 The exhaust will exit through a noise reduced cowl muffler.

7.6 The unit will include a minimum 33 gallon diesel fuel tank. The tank will incorporate a fuel fill cap with integrated fuel gauge. For safety, hose type sight gauges are strictly forbidden.

7.7 The system will include separate dual spin-on type fuel filters with ball valve shut offs to simplify filter replacement and supply fuel to the burner and engine. Filters will be located near the fuel tank for ease of maintenance.

7.8 The hydraulic system shall have a minimum 33 gallon reservoir, shall be equipped with a suction strainer and a return filter and a sight level with integrated temperature gauge.

7.9 One 12 volt 250,000 BTU diesel burner will fire into a ceramic blanket lined combustion chamber. The burner will have a self-contained electronic spark igniter and proof of flame protection. To minimize downtime the burner must be self-priming and be equipped with a fuel pressure gauge.

8.0 Paint and Safety Decals Minimum Requirements: Yes No

8.1 The unit shall be painted using safety green and black accents. It will be equipped with required safety decals and signage.

9.0 Warranty Minimum Requirements: Yes No

9.1 The manufacturer shall warranty the equipment for a period of one year. Engine must be covered for major components for a period of 2 years or 2000 hours. Bidder warranty policy must be included with bid submittal.

10.0 Included Options: (if box is "X" items must be included) Yes No Insulated noise reducing locking engine cover.

Agitator stop (stops agitator when loading door opens).

Single strobe, mounted on mast.

LED directional arrow stick, mounted with controller.

Agenda Item #10.11.

2601 Niagara Lane North
Plymouth, MN 55447 U.S.A.

www.cimline.com
Toll Free: +1-877-841-0848
Fax: +1-866-557-1971
Tool box, mounted.
10 lb. fire extinguisher, mounted with bracket.

Operator horn, audible communication system.

Spare tire, mounted on frame.

Light weight aluminum sealing wand, 4' with heated hose in lieu of standard wand and heated hose.

11.0 Machine Upgrades: (if box is "X" items must be included) Yes No As an upgrade a mounted stand alone air compressor with independant engine and dual trailer axles is available for the M1, the unit shall be a diesel powered 80CFM air compressor with 150PSI available at the Enforcer Cold Air Lance tip. The option will include 50ft of 1/2" air line, Enforcer Cold Air Lance, hose and lance mount, and the trailer will have an additional 3500 lb. axle added to the frame for a total GAWR of 7000 lbs.

12.0 Air Compressor Heat Lance Upgrade: (if box is "X" item must be included) Yes No Integrated heat lance upgrade: As an upgrade to the skid mount air compressor, the unit shall include an integrated heat lance package including the following: 50ft of 1/2" air line and 1/4" gas line. A heat lance with regulator and a rack for a 40 lb. propane bottle.

Agenda Item #10.11.

M1
M-Series = Simple, Safe and Sustainable
The M-Series melter applicator includes a fully automated control panel, low-profile design for safe material loading, a diesel fired tank heating system and an engine that comes standard with lower emissions, lower fuel consumption, and quieter operation for high efficiency, high production and ease of use that continues to make Cimline the crack sealing leader.
800-328-3874
CIMLINE.COM

INNOVATION

IN PRESERVATION
150 Gallon Crack Sealer
Trailer Melter/Applicator

SPECIFICATIONS
Sealant Material Tank and Melting System
Sealant Tank Size Working capacity 150 gallons
Sealant Control System Adjustable digital electronic controllers for material tank, heat transfer oil and heated hose temperatures. Stowed in a weather tight operators box on curbside of machine.

Sealant Control Operations Fully manual or automatic modes; “Auto” controls: Run / Clean Out / Cool Down / Off functions.

Sealant Control Indicators Control panel has LED status indicators for sealant material, heart transfer oil, and heated hose temperatures “ready” as well as burner and heated hose generator “activated”.

Sealant Pump Control Pump forward/reverse and agitator can be electrically controlled by rotary switch on the front of the control panel.

Sealant Tank Design Double jacketed boiler type, 7 gauge (.179”) steel.

Sealant Tank Heating Oil 25 gallons of heat transfer oil (HTO) at ambient temperature.

Sealant Tank Construction Tank and oil reservoir is surrounded by a 7 gauge (.179”) protective outer skin.

Sealant Tank Burner Dedicated diesel fired 250,000 BTU burner, ceramic blanket lined combustion chamber, self-contained electronic spark igniter and proof of flame protection, self-priming pump and fuel pressure gauge.

Sealant Tank Loading 15 x 26 inch, splash-free, insulated/angled loading door on curbside with 50 inch loading height.

Sealant Tank Insulation Insulated on top, sides and bottom with 1.5” ceramic or FBX insulation.

Sealant Tank Agitation Full sweep, direct driven, reversible, agitator shaft includes auger flighting.

Sealant Delivery Systems
Sealant Tank Pump: 20 GPM, 25 RPM (max) variable speed, positive displacement, direct coupled, hydraulic driven reversible pump in an external heated chamber.

Sealant Pump Control 9 position adjustable digital hydraulic sealant flow controller.

Sealant Application Hose Electrically heated floating ground design 3/4 inch inner diameter (ID), 20 feet long.

Sealant Hose Boom Rear center mounted, 80 inch high, heavy duty collar and Oilite type maintenance free bushing.

Sealant Application Wand Included 6063 structural aluminum construction with ball valve at end and 2.5” swivel disk.

Sealant Hose Controls Hose includes a “dead-man” style activation switch that releases immediately should the wand be dropped.

Sealant Tank Recirculation Back-to-tank recirculation via heated hose to eliminate temperature stratification of sealant. Two minimum 5” wand recirculation ports, located as one facing the rear of the machine and one facing the front of the machine.

Cimline M1 M1 A DH #311-001-902
(Continued on Page 2)
Agenda Item #10.11.

Due to continuous improvement, specifications are subject to change without notice.

Lean more at cimline.com
Phone : 800-328-3874 Email : [email protected]
©2022 Cimline Inc. All rights reserved.

Engine and Hydraulic Systems
Machine Engine 3 cylinder direct injected 19hp Isuzu Tier IV final diesel engine with spin-on type oil filter.

Engine Management System Self contained digital engine management system with key switch, hour meter, burner failure indicator and auto shut down/indicator for alternator, oil and coolant faults.

Diesel Fuel Supply 33 gallon diesel fuel tank with cap integrated fuel gauge and separate dual spin on fuel filters and ball valve shut off for burners and engine fuel.

Hydraulic Fluid Supply 33 gallon reservoir with suction strainer, return filter and sight level with integrated temperature gauge.

Hydraulic Control Manifold system with cartridge valves, pressure relief valves, nine (9) positions digital flow adjustment and motor pressure gauges.

Hydraulic Control Electric rotary switch for pump forward/reverse, agitator forward/reverse switch on the control box door panels Trailer Unit
Trailer Frame 6 inch 8.2 lb. gusseted channel iron and steel tube construction.

Trailer Lighting LED sealed lighting including stop/turn, clearance and lighted license plate bracket.

Trailer Towing 2-1/2 inch pintle towing ring, 15 to 30 inch adjustment up and down.

Trailer Fenders 12 gauge flat horizontal surface steel.

Trailer Jack Swing-away 5000 lb. adjustable screw jack.

Trailer Axles Single torsion axle system rated at 7000 lbs. (GAWR) total.

Trailer Safety Electric brakes, emergency breakaway switch, radial tires, and two 3/8” x 4 foot safety chains with slip hooks.

Trailer Wiring Woven loom, weather proof connectors at all lights, junction box for easy changeover to different types of tow plugs. Seven (7) pin flat RV round plug is standard.

Trailer and M-Series Unit Paint Cimline safety green with black accents.

Warranty
Trailer and Unit Warranty Trailer and melter unit equipment is one (1) year or 1000 hours of use. Isuzu engine for 2 years or 2000 hours.

Options
311-215-902 LED Flashing Arrow Board, M1/M2 405585 Agitator Stop (stops material agitation at door open) 407455 Single Strobe Light Assembly, All 311-229-902 Insulated Noise Reducing Locking Engine Enclosure 407231 Dual Strobe Light Assembly, All 407983 Operator Horn Communication from Wand, 404925 Work Light Boom Mounted 303-004-000 Light Weight Wand Assembly (No-Valve) 409115 10 lb. Fire Extinguisher 309-010-902 Heated Wand Assembly, M Series 408356 Spare Parts Kit, On Board Mounted M-Series 409146 Gravity Material Draw Off Option, M1/M2 403527 Tool Box, All ABP All Black Paint Option
311-225-902 M1 Spare Tire and Frame Mount SPC Special Paint Color Option Agenda Item #10.11.

Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Public Works
DATE: May 14, 2024
FROM: Eric Janzen, Assistant Public Works Director
SUBJECT: Approving a revision to the recommended alignment of a section of the Vine Trail to include a bike boulevard along Railroad Avenue between Adams Street and Fulton Lane.

RECOMMENDED
ACTION:

Approve Resolution of the City Council of the City of St.

Helena approving a revision to the recommended the Vine Trail alignment Through the City of St. Helena.

PREVIOUS COUNCIL
ACTION:

Original Vine Trail route options were presented to Council on March 22, 2022. Council expressed support for the
route including Mitchell Drive, Oak Avenue, Adams Street and parcels owned by the Napa Valley Wine Train.

STATEMENT OF THE
PURPOSE:

Consider and approve a revision to the recommended
alignment of the Vine Trail route to include a bike
boulevard along Railroad Avenue between Adams Street
and Fulton Lane.

FINANCIAL IMPACT: No Change. The City reaffirms its commitment of $900k in match funding for the St. Helena-to-Yountville segment of the Vine Trail.

BACKGROUND:

On March 22, 2022 the Council considered several possible Vine Trail routes through the City of St. Helena. Council expressed support for the route that utilized Mitchell Drive, Oak Avenue, Adams Street and a portion of the Napa Valley Wine Train (NVWT) property connecting Adams Street to Pratt Avenue. Since this approval, the Napa Valley Vine Trail Coalition (NVVTC) has sought right-of-way easements from private landowners along this route. At the time of Council approval, NVWT had been open to providing easements on their land for the Vine Trail segment between Adams Street and Pratt Avenue. In 2023, NVWT initiated development of their parcel located at Fulton Lane and can no longer host the Vine Trail at this location. This makes part of the recommended Vine Trail segment between Adams Street and Pratt Avenue non-viable.

DISCUSSION:

NVWT is still willing to provide an easement on their property between Fulton Lane and Pratt Avenue. The Napa Valley Vine Trail Coalition (NVVTC) proposes to realign the Vine Trail onto Railroad Avenue between Adams Street and Fulton Lane and then northeast on Fulton Lane to reconnect to the original route along the Wine Train property to Pratt Avenue. This change would turn Railroad Avenue into a Bike Boulevard allowing bicyclists and motorists to share the travel lanes. Traffic calming Agenda Item #10.12.

measures would be added to promote safety for all users. City staff have reviewed this proposal and find it to be viable.

On April 3, 2024, the St. Helena Active Transportation & Sustainability Committee received a presentation from Mr. Charles McMinn, NVVTC's Founder and Board President, regarding the need for the alignment change. The presentation included preliminary details for proposed traffic calming measures to achieve a reduction in vehicle speed and volume in order to comply with the recommendations for a bike boulevard. After a discussion regarding proposed measures, a motion was made by Member Zimmerman to approve the proposed Class 3 Bike Boulevard on Railroad Avenue from Adams Street to Fulton Lane, with the condition to explore a separated bike facility option through the Downtown Specific Plan process in the future. Member Smith seconded the motion, and it was unanimously approved.

ENVIRONMENTAL REVIEW:

Approval of the revisions to the recommended route is not a CEQA project.

GOAL:

Goal 2: Improve Infrastructure & Further Environmental Sustainability Goal 5: Enhance Quality of Life
DOCUMENTS ATTACHMENTS:

1.Resolution.Accepting the Vine Trail Realignment Through the City of St. Helena.2024 v1

2.ST Helena.Vine Trail Realignment.20240429
Agenda Item #10.12.

CITY OF ST. HELENA
RESOLUTION NO. 2024-
Resolution of the City Council of the City of St. Helena Approving a Revision to the Vine Trail Alignment
Through the City of St. Helena.

WHEREAS, On March 22, 2022, the Council considered several possible Vine Trail routes through the City of St. Helena; and
WHEREAS, Council expressed support for the route that utilized Mitchell Drive, Oak Avenue, Adams Steet and a portion of the Napa Valley Wine Train properties; and WHEREAS, Council affirmed its commitment of $900,000 in match funding for the St. Helena-to-Yountville segment of the Vine Trail; and WHEREAS, in 2023, Napa Valley Wine Train initiated development of their parcel located at Fulton Lane and could no longer host the Vine Trail at this location; and
WHEREAS, the Napa Valley Vine Trail Coalition (NVVTC) proposed to realign the Wine Trail onto Railroad Avenue between Adams Street and Fulton Lane and then northeast on Fulton Lane to reconnect to the original route along the Napa Valley Wine Train property to Pratt Avenue; and
WHEREAS, on April 3, 2024, the St. Helena Active Transportation & Sustainability Committee received a presentation and unanimously voted to approve the proposed Class 3 Bike Boulevard along Railroad Avenue from Adams Street to Fulton Lane, with the condition to explore a separated bike facility option through the Downtown Specific Plan process in the future; and
WHEREAS, City Staff have reviewed this proposed realignment and find it a viable alternative to the original route.

NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ST. HELENA AS FOLLOWS:

SECTION 1. The above recitals are true and correct and are incorporated herein by this reference.

SECTION 2. The Council approves the recommended realignment of the Vine Trail route onto Railroad Avenue and Fulton Lane as proposed in the staff materials enclosed with this resolution.

Agenda Item #10.12.

SECTION 3. The City Council re-affirms its commitment to $900,000 in match funding to the St. Helena-to-Yountville segment of the Vine Trail.

Approved at a Regular Meeting of the St. Helena City Council on May 14, 2024, by the following vote:

Mayor Paul Dohring: _____
Vice Mayor Eric Hall: _____
Council Member Anna Chouteau: _____
Council Member Patrick Kenealy: _____
Council Member Billy Summers: _____
APPROVED: ATTEST:
__________________________ _____________________________ Paul Jamison Dohring, Mayor Cindy Tzafopoulos, City Clerk Agenda Item #10.12.

Napa Valley
Vine Trail Route
Realignment
Agenda Item #10.12.

Original Route
• Proposed Class I Trail
o Class I Shared-Use Path
o Adams Street to Pratt Avenue
along the Wine Trail property
• Right of Way
o Wine Train now wishes to
develop their parcel on
Railroad Avenue
This route was dependent on
Wine Train granting an easement
between Adams and Pratt
Agenda Item #10.12.

New Route
• Proposed Class I Trail
o Railroad Avenue becomes a Bike
Boulevard
• Right of Way
o Wine Train is still willing to grant an
easement between Fulton Lane and
Pratt Avenue.
o Railroad Avenue is public right-of-way
and does not require any easements.

Agenda Item #10.12.

Bike Boulevard

FEATURES OF A BIKE BOULEVARD
Route Planning
Bicycle boulevards are a key component of a low-stress bikeway network. These facilities appeal to a wider spectrum of the population than just bike lanes along busy streets.

Bicycle Boulevard Signs and Pavement Markings
Signs and pavement markings are the starting point for a bicycle boulevard. The addition of bike logos and the intentional lack of a centerline indicates to road users that a roadway is intended to be a shared street. Bikes and cars share the travel lanes and move at a similar speed.

Speed Management
Slower motorist speeds and visual cues to reduce overtaking events enhance drivers’ ability to see and react and diminish the severity of crashes if they occur.

Maintaining motor vehicle speeds closer to those of bicyclists greatly improves safety for all.

No Additional STOP signs
Both bike and vehicle traffic are allowed to flow as they have in the past with a slight reduction in speed. Railroad Avenue will still function as an alternate route to Main Street for local traffic.

Agenda Item #10.12.

City Staff request that the City Council
consider and adopt the new Vine Trail
route.

QUESTIONS?
Agenda Item #10.12.

Agenda Report to the City Council
Agenda Section: PUBLIC HEARINGS
Department: Administration
DATE: May 14, 2024
FROM: April Mitts, Assistant City Manager
SUBJECT: Second Public Hearing of the Proposed Adoption of a City Charter.

RECOMMENDED
ACTION:

Provide direction to City staff on any amendments to the proposed City Charter.

PREVIOUS COUNCIL
ACTION:

April 9, 2024 - First Public Hearing

STATEMENT OF THE
PURPOSE:

Conduct the Second Public Hearing regarding adoption of a City Charter.

FINANCIAL IMPACT: If a proposed charter and real property transfer tax is placed on the November 2024 ballot, the City Clerk
estimates a cost of $60,000 in addition to approximately $5,000 for informational items. Funding for elections has been included in the FY 24 budget and will be rolled into the FY 25 budget.

BACKGROUND:

Over the last couple of years, it has become evident that the City of St. Helena needs a stable and alternate revenue source. During the last year, the City Council has examined the viability of several options and determined that pursuing a real property transfer tax is the most prudent choice. A real property transfer tax can only be implemented by Charter cities so the City Council will also need to provide the residents with the option to move from a General Law city to a Charter City.

Consistent with City Council Goal 1 - Strengthen Financial Resilience; Goal 2 - Improve Infrastructure and Further Environmental Sustainability, and Goal 5 - Enhance Quality of Life, and several other City Council Goals, the City Council has determined that there is need for additional revenues. Previously, the City Council has received several reports on financing and revenue options to address City infrastructure and staffing deficiencies.

February 28, 2023 - City Council received a presentation from Baker Tilly that included an updated Long Range Financial Forecast (LRFF) which provided financial projections and noted that the City would have to increase revenues and/or further adjust service levels. The presentation provided several ways of dealing with the financial situation including reducing expenditures, engaging more aggressively in shared services, selling city assets, helping increase business/economic activity, and increasing various types of fees and taxes. The conclusion was that if community expectations are to be met, Agenda Item #11.1.

addressing the fiscal gap by only reducing expenditures will not be sufficient and new revenue stream(s) should be considered.

May 23, 2023 - City Council discussed each of the revenue options and directed staff to pursue the Real Property Transfer Tax and other revenue enhancement options as needed.

July 25, 2023 - City Council further directed staff as follows:

1. Move forward with opinion research for a November 2024 Charter City/Real Property Transfer Tax (to be conducted in March/April 2024); and

2. Established a City Council Revenue Enhancement Ad Hoc Committee comprised of Vice Mayor Hall and Councilmember Summers to assist with: setting opinion research questions, develop ballot language, and, with the real property transfer tax and corresponding Charter Requirement, draft a charter for City Council consideration.

October 10, 2023 - Staff presented to City Council the two components to implement a real property transfer tax:

1. St. Helena must become a Charter City, and

2. St. Helena voters must pass a real property transfer tax.

Both components require a simple majority of votes at a general election and both components will need to be approved by the voters in order for the real property transfer tax to go into effect.

February 27, 2024 - City Council provided direction to staff on the preferred real property transfer tax structure and to conduct opinion research on the feasibility of the tax as follows:
 Flat tax of 2.5% on all real property sales over $1 million;  Graduated tax of 1.5% on sales between $1 and $5 million and 3% on all sales over $5 million; and
 Sunset of tax after eight years.

March 12, 2024 - City Council was presented with information regarding the charter city.

The City of St. Helena was at one point a Charter City, it is currently a General Law city, which means the City is bound by the State of California's general law. Becoming a Charter City again will allow the City to have local authority over "municipal affairs" which includes the legal authority to enact a real property transfer tax measure.

Staff had been working with the City Council revenue Enhancement Ad Hoc Committee and legal counsel to develop recommend city charter language for Council consideration. While becoming a Charter City can be complicated, the recommendation Agenda Item #11.1.

from the Ad Hoc Committee, supported by an independent citizens group, is to bring the voters a simple and "limited" charter, as opposed to an "expansive" charter, which would provide the legal authority to enact a real property transfer tax (by approval of the voters) but continue to follow the General Law of the State of California in all other matters.

City Council directed staff to proceed with the recommended limited and "simple" charter and further directed staff to schedule two public hearings regarding a Charter City proposal.

April 9, 2024 - City Council conducted the first noticed public hearing fulfilling the requirements of California Government Code Section 34458(b) for a first public hearing to consider a city charter.

DISCUSSION:

Part of the process of developing a city charter involves holding two noticed public hearings. Tonight is the second noticed public hearing and fulfills the requirements of California Government Code Section 34458(b) for a second public hearing to consider a city charter.

Draft City Charter Proposal
The draft charter was presented to City Council on March 12, 2024, which can be accessed by clicking here: 031224 City Council Agenda Report. The first public hearing was properly noticed and held on April 9, 2024, and can be accessed here: 040924 City Council Agenda Report. This second public hearing has been properly noticed and the draft charter presented to the Council on March 12, 2024 and April 9, 2024, is attached for public comment and City Council consideration.

Next Steps
June 11, 2024 - Final Council meeting to place Charter measure and real property transfer tax measure on the ballot.

ENVIRONMENTAL REVIEW: N/A
GOAL:

Goal 1: Strengthen Financial Sustainability
Goal 2: Improve Infrastructure & Further Environmental Sustainability Goal 5: Enhance Quality of Life
Goal 6: Improve Employee Recruitment, Retention, & Morale Goal 7: Enhance Organizational Effectiveness
Goal 8: Implement Capital Improvement Plans (CIP) Projects Miscellaneous/Other DOCUMENTS ATTACHMENTS:

Agenda Item #11.1.

St. Helena Charter for Consideration
Charter City Powerpoint 051424 Public Hearing
Agenda Item #11.1.

83578.00000\41960099.4
CITY OF ST. HELENA CHARTER

ARTICLE I

NAME AND BOUNDARIES
100. Name and Boundaries
The municipal corporation now existing and known as the City of St. Helena, hereafter referred to as "the City," shall remain and continue to be a municipal body corporate and politic, as at present, in name, in fact, and in law. The boundaries of the City shall be as established at the time this Charter takes effect, or as they may be changed thereafter in the manner authorized by law.

ARTICLE II

POWERS OF CITY
200. Exercise of Constitutional Power of Local Taxation and Assessment The City of St. Helena adopts this Charter to exercise all constitutional powers conferred on charter cities under Article XI sections 3 and 5 of the California Constitution with respect to municipal affairs in relation to local taxes, issuance of bonds and other financings secured by local taxes, and assessments, including a system for the imposition, levy, and collection of a such tax or assessment. In the event of a conflict between this Charter and the general law, the provisions of this Charter shall govern.
201. City is Otherwise Subject to General Laws
Except as provided in this Charter with respect to the power of the City over local taxation and assessment, the powers of the City shall otherwise be constrained by, subject to, and governed by the general laws of the State as now and hereafter existing relating to cities organized under said general laws. 202. Severability
If any provision of this Charter is found by a court of competent jurisdiction to be invalid, the remaining provisions of the Charter shall remain in full force and effect. 203. Intergovernmental Relations.

The City may exercise any of its powers or perform any of its functions jointly, or in cooperation, by contract or otherwise, with any one or more cities, counties, states, or civil divisions or agencies thereof, or the United States or any agency thereof.

Agenda Item #11.1.

83578.00000\41960099.4
204. Effective Date of Charter/Amendment
This Charter shall take effect upon its approval by St. Helena voters and by the Legislature of the State of California. Any amendment to this Charter shall be effective when approved by St. Helena voters and filed pursuant to the California Constitution and applicable State law.

ARTICLE III

SUCCESSION
300. Rights and Liabilities
The City shall remain vested with and continue to have, hold, and enjoy all property, rights of property, and rights of action of every nature and description now pertaining to this municipality, and is hereby declared to be the successor of same. It shall be subject to all the obligations, contracts, liabilities, debts, and duties that now exist against or with the City.
301. Ordinances, Codes, and Other Regulations
All ordinances, codes, resolutions, regulations, rules, and portions thereof, in force at the time this Charter takes effect, and not in conflict or inconsistent herewith, shall continue in force until repealed, amended, changed, or superseded in the manner provided by this Charter and any other applicable laws. 302. Pending Actions And Proceedings
No action or proceeding, civil or criminal, pending at the time this Charter takes effect, brought by or against the City or any officer, office, or department thereof, shall be affected or abated by the adoption of this Charter, or by anything herein contained.

ARTICLE IV

FORM OF GOVERNMENT
400. Form of Government
The form of government shall be that commonly known as the Council-Manager form of government. The City Council, consisting of four councilmembers elected for four year staggered terms, and a separately elected mayor elected for two year terms in the manner in effect when this Charter was adopted, shall establish the policy of the City and the City Manager shall carry out that policy. Each Councilmember in office at the time Agenda Item #11.1.

83578.00000\41960099.4
this Charter takes effect shall continue in office until the end of the term for which they were elected or appointed.
401. Officers and Employees
Subject to the provisions of this Charter, the present officers and employees of the City shall continue to perform the duties of their respective offices and employment without interruption and for the same compensation and under the same conditions until the election, appointment or hiring and qualification of their successors and subject to such removal and control as provided herein or by applicable general law.

Agenda Item #11.1.

Second Public Hearing
City Charter
May 14, 2024, City Council Meeting
April Mitts, Assistant City Manager

Agenda Item #11.1.
• Lack of resources to fund all the City’s services, meet resident expectations, and repair/maintain the built environment • Council evaluated cost cutting and revenue generating options and directed staff to analyze a real property transfer tax (RPTT) • RPTT can provide stable and sustained funding
• Only charter cities, NOT general law cities, may voter approval levy a RPTT
Why Establish a Charter City?

Agenda Item #11.1.

Characteristics of Proposed Charter
• Would be a simple and “limited” charter
• Would provide legal authority to enact a RPTT (by approval of the voters)*
• Would continue to follow the General Law of the State of California in all other matters
* In order for the real property transfer tax to be implemented the City must become a charter city.

Both the real property transfer tax measure and the city charter measure would be placed on the November 2024 ballot as a separate ballot measures.

Agenda Item #11.1.

City Charter Language

ARTICLE II

POWERS OF CITY
200. Exercise of Constitutional Power of Local Taxation and Assessment The City of St. Helena adopts this Charter to exercise all constitutional powers conferred on charter cities under Article XI sections 3 and 5 of the California Constitution with respect to municipal affairs in relation to local taxes, issuance of bonds and other financings secured by local taxes, and assessments, including a system for the imposition, levy, and collection of a such tax or assessment. In the event of a conflict between this Charter and the general law, the provisions of this Charter shall govern. 201. City is Otherwise Subject to General Laws Except as provided in this Charter with respect to the power of the City over local taxation and assessment, the powers of the City shall otherwise be constrained by, subject to, and governed by the general laws of the State as now and hereafter existing

relating to cities organized under said general laws.

Agenda Item #11.1.

1. 1st Public Hearing……………………………………………………April 9

2. 2nd Public Hearing…………………………………………………...May 14

3. City Council considers decision to place Measure on the ballot………Jun 11

4. Placed before St. Helena voters………………………………………Nov 5
Procedural Requirements

Agenda Item #11.1.

Public Hearing
• Questions from City Council to Staff
• Open Public Hearing for Community Input
• Close Public Hearing
• Council Discussion /Direction on Proposed Charter Measure to the St. Helena voters at the November 2024 Election

Agenda Item #11.1.

From: Mcknz
To: Public Comment
Subject: [External] Transfer Tax / City Charter change Meeting May 14 Date: Thursday, May 9, 2024 8:40:47 PM
With all due respect, the above referenced agenda items would be better suited as a stand alone meeting as they will affect all residents. It appears they are being crammed into a very full agenda. Also not placed together on the agenda as one must be passed to enable the application of the other item. Possibly that is the intent to discourage attendees and objectives?
Thank You
Laura Keir
Agenda Item #11.1.

Agenda Report to the City Council
Agenda Section: PUBLIC HEARINGS
Department: Finance
DATE: May 14, 2024
FROM: Mandy Kellogg, Administrative Services Director
SUBJECT: Proposed approval of a Resolution approving the issuance of the California Municipal Finance Authority multifamily housing revenue bonds in an aggregate principal amount
not to exceed $27,000,000 for the purpose of financing or refinancing the acquisition, rehabilitation, improvement and equipping of Hunt's Grove apartments and certain other
matters relating thereto.

RECOMMENDED
ACTION:

Staff recommends approval of the attached resolution.

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
PURPOSE:

The purpose is to conduct a public hearing under the Tax and Equity Fiscal Responsibility Act ("TEFRA") in
connection with the proposed issuance of revenue bonds
by the California Municipal Finance Authority (the
"CMFA"), a joint exercise of powers authority and public entity of the State of California, in an amount not-toexceed $27,000,000, (the "Bonds"), to finance or refinance the acquisition, rehabilitation, improvement and equipping of a multifamily rental housing project located at 548 Hunt Avenue, St. Helena, California (the "Project").

FINANCIAL IMPACT: The Bonds to be issued by the CMFA for the Project will be the sole responsibility of the Borrower, and the City will have no financial, legal, moral obligation, liability or responsibility for the Project or repayment of the Bonds for the financing of the Project.

BACKGROUND:

The CMFA was created on January 1, 2004 pursuant to a joint exercise of powers agreement to promote economic, cultural and community development, through the financing of economic development and charitable activities throughout California. To date, over 350 municipalities, including the City, have become members of CMFA.

The CMFA was formed to assist local governments, non-profit organizations and businesses with the issuance of taxable and tax-exempt bonds aimed at improving the standards of living in California. The CMFA's representatives and its Board of Directors have considerable experience in bond financings.

Agenda Item #11.2.

There are no costs associated with membership in the CMFA and the City will in no way become exposed to any financial liability by reason of its membership in the CMFA. In addition, participation by the City in the CMFA will not impact the City's appropriations limits and will not constitute any type of indebtedness by the City. Outside of holding the TEFRA Hearing, adopting the required resolution and executing the Joint Exercise of Powers Agreement of the CMFA, no other participation or activity of the City or the City Council with respect to the issuance of the Bonds will be required.

The Joint Exercise of Powers Agreement expressly provides that any member may withdraw from such agreement upon written notice to the Board of Directors of the CMFA. In the case of the proposed bond financing for the Borrower, the City could, at any time following the issuance of the Bonds, withdraw from the CMFA by providing written notice to the Board of Directors of the CMFA.

DISCUSSION:

Hunt Pradera II LP (the "Borrower") has requested that the CMFA serve as the municipal issuer of the Bonds in an aggregate principal amount not-to-exceed $27,000,000 of tax-exempt revenue bonds. The proceeds of the Bonds will be used to finance or refinance the acquisition, rehabilitation, improvement and equipping of a multifamily rental housing project located at 548 Hunt Avenue, St. Helena, California.

In order for all or a portion of the Bonds to qualify as tax-exempt bonds, the City of St.

Helena must conduct a public hearing (the "TEFRA Hearing") providing for the members of the community an opportunity to speak in favor of or against the use of taxexempt bonds for the financing of the Project. Prior to such TEFRA Hearing, reasonable notice must be provided to the members of the community. Following the close of the TEFRA Hearing, an "applicable elected representative" of the governmental unit hosting the Project must provide its approval of the issuance of the Bonds for the financing of the Project.

The Bonds to be issued by the CMFA for the Project will be the sole responsibility of the Borrower, and the City will have no financial, legal, moral obligations, liability or responsibility for the Project or the repayment of the Bonds for the financing of the Project. All financing documents with respect to the issuance of the Bonds will contain clear disclaimers that the Bonds are not obligations of the City or the State of California but are to be paid for solely form the funds provided by the Borrower.

The Board of Directors of the California Foundation for Stronger Communities, a California non-profit public benefit corporation (the "Foundation"), acts as the Board of Directors for the CMFA. Through its conduit issuance activities, the CMFA shares a portion of the issuance fees it receives with its member communities and donates a portion of these issuance fees to the Foundation for the support of local charities. With respect to the City of St. Helena, it is expected that a portion of the issuance fee Agenda Item #11.2.

attributable to the City will be granted by the CMFA to the general fund of the City. Such grant may be used for any lawful purpose of the City.

In light of the foregoing, and in order to support affordable housing, staff recommends that the City conduct the TEFRA Hearing and adopt the resolutions in favor of the issuance of the Bonds by the CMFA.

ENVIRONMENTAL REVIEW:

Exempt from CEQA pursuant to CEQA Guidelines Section 15301, Existing Facilities, exempts the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures and facilities.

GOAL:

Goal 5: Enhance Quality of Life
DOCUMENTS ATTACHMENTS:

Resolution - TEFRA Resolution - Hunt's Grove (St. Helena) Agenda Item #11.2.

CITY OF ST. HELENA
RESOLUTION NO. 2024-
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ST. HELENA

APPROVING THE ISSUANCE OF THE CALIFORNIA MUNICIPAL

FINANCE AUTHORITY MULTIFAMILY HOUSING REVENUE BONDS IN
AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $27,000,000

FOR THE PURPOSE OF FINANCING OR REFINANCING THE

ACQUISITION, REHABILITATION, IMPROVEMENT AND EQUIPPING

OF HUNT'S GROVE APARTMENTS AND CERTAIN OTHER MATTERS
RELATING THERETO.

RECITALS
A. Hunt Pradera II LP a partnership of which BRIDGE Housing Corporation (the "Developer") or a related person to the Developer is the general partner, has requested that the California Municipal Finance Authority (the "Authority") adopt a plan of financing providing for the issuance of exempt facility bonds for a qualified residential rental project pursuant to Section 142(a)(7) of the Internal Revenue Code of 1986 (the "Code") in one or more series issued from time to time, including bonds issued to refund such exempt facility bonds in one or more series from time to time, and at no time to exceed $27,000,000 in aggregate principal amount (the "Bonds"), to finance or refinance the acquisition, rehabilitation, improvement and equipping of a multifamily rental housing project located at 548 Hunt Avenue, St. Helena, California (the "Project"); and
B. Pursuant to Section 147(f) of the Code, the issuance of the Bonds by the Authority must be approved by the City of St. Helena (the "City") because the Project is located within the territorial limits of the City; and
C. The City Council of the City (the "City Council") is the elected legislative body of the City and is one of the "applicable elected representatives" required to approve the issuance of the Bonds under Section 147(f) of the Code; and D. The Authority has requested that the City Council approve the issuance of the Bonds by the Authority in order to satisfy the public approval requirement of Section 147(f) of the Code and the requirements of Section 4 of the Joint Exercise of Powers Agreement Relating to the California Municipal Finance Authority, dated as of January 1, 2004 (the "Agreement"), among certain local agencies, including the City; and
Agenda Item #11.2.

E. Pursuant to Section 147(f) of the Code, the City Council has, following notice duly given, held a public hearing regarding the issuance of the Bonds, and now desires to approve the issuance of the Bonds by the Authority.

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

1. The foregoing resolutions are true and correct.

2. The City Council hereby approves the issuance of the Bonds by the Authority. It is the purpose and intent of the City Council that this resolution constitutes approval of the issuance of the Bonds by the Authority, for the purposes of (a) Section 147(f) of the Code by the applicable elected representative of the governmental unit having jurisdiction over the area in which the Project is located, in accordance with said Section 147(f) and (b) Section 4 of the Agreement.

3. The issuance of the Bonds shall be subject to the approval of the Authority of all financing documents relating thereto to which the Authority is a party. The City shall have no responsibility or liability whatsoever with respect to the Bonds.

4. The adoption of this Resolution shall not obligate the City or any department thereof to (i) provide any financing to acquire or construct the Project or any refinancing of the Project; (ii) approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary for the acquisition, construction, rehabilitation, installation or operation of the Project; (iii) make any contribution or advance any funds whatsoever to the Authority; or (iv) take any further action with respect to the Authority or its membership therein.

5. The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they deem necessary or advisable in order to carry out, give effect to and comply with the terms and intent of this resolution and the financing transaction approved hereby.

6. This resolution shall take effect immediately upon its adoption.

Approved at a Regular Meeting of the St. Helena City Council on May 14th, 2024, by the following vote:

Mayor Dohring: __________
Vice Mayor Hall: __________
Councilmember Chouteau: __________
Councilmember Kenealy: __________
Agenda Item #11.2.

Councilmember Summers: __________
APPROVED: ATTEST:
________________________ ________________________
Paul Jamison Dohring, Mayor Cindy Tzafopoulos, City Clerk Agenda Item #11.2.

Agenda Report to the City Council
Agenda Section: OLD BUSINESS
Department: Finance
DATE: May 14, 2024
FROM: Mandy Kellogg, Administrative Services Director
SUBJECT: Proposed approval of a resolution authorizing the City Manager to execute the Final Loan Extension and Ground
Lease for BRIDGE Housing Corporation and Napa Valley
Community Housing related to the Hunt's Grove
Apartments located at 548 Hunt Avenue.

RECOMMENDED
ACTION:

Staff recommends approval of the attached resolution.

PREVIOUS COUNCIL
ACTION:

August 22, 2023 - Approval of 1) Loan Extension
Commitment Letter, 2) Option to Ground Lease
Agreement, and 3) Ground Lease Payment Commitment
Letter.

STATEMENT OF THE
PURPOSE:

The purpose is to support BRIDGE Housing Corporation
and Napa Valley Community Housing as they close on
additional low-income tax credit and bond financing to
rehabilitate the apartment complex and extend the length of affordability for this complex.

FINANCIAL IMPACT: No financial impact. City will still receive $800,000 for the value of the land.

BACKGROUND:

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

On May 15, 1991, a Ground Lease was entered into by and between the City of St.

Helena, a municipal corporation, as landlord, and BRIDGE Housing Corporation a California non-profit public benefit corporation, as tenant. Hunt Avenue Associates subleases the land on which the Project was built from BRIDGE. The initial lease term was for 55 years commencing on August 7, 1991, expiring in 2046. Under the current ground lease, the City receives Five Thousand Dollars ($5,000) per year ("Basic Land Rent"), plus fifty percent (50%) of the Net Operating Income of the Development for the prior fiscal year as determined based on the audited financial statement for the Development.

Agenda Item #12.1.

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

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

BRIDGE and NVCH came to St. Helena City Council on August 22, 2023, to request the loan extension, option to ground lease, and prepaid ground lease note, to enable a tax credit and bond resyndication and rehabilitation of La Pradera and the sister property in Calistoga, La Pradera. The development team applied for 4% tax credit and bond financing in September 2023, and was awarded tax credits and bond financing on December 6, 2023, kicking off the 194-day clock to close on construction by June 17, 2024. Staff is now seeking final approval of the Loan Documents from both St. Helena and Calistoga.

DISCUSSION:

1. Loan Extension:

The requested extension is for a new term of 57 years, accruing interest at the applicable federal rate (AFR) at time of closing. Project residual receipts shall be annually payable to City to pay down the balances of the City loan. There will also be a new Regulatory Agreement to run with the loan for a term of 57 years. Extending the loan terms and regulatory agreement will provide continued affordable housing for current and future residents.
 Principal - $431,499*
 Interest - AFR at time of closing in June 2024
 Term - 57 years, maturity date in 2081
 Repayment - Pro rata share of project residual receipts shall be annually payable to City to pay down the balances of the City loan.
 Rent Restriction - At least twenty seven (27) Affordable Units shall be restricted for occupancy by qualifying at or below 80% AMI. The remaining units shall be set aside for at or below 120% AMI.
 Subordination - Loan will be subordinate to loans from both Umpqua Bank and HCD.
*Principal will be the sum of outstanding principal and accrued interest at the time of closing in June 2024.

2. Ground Lease:

Bridge and NVCH are seeking the new ground lease for two primary purposes: First, they would be unable to secure tax credits with the remaining term on the Ground Lease limited to 23 years. Second, the structure of the original ground lease is outdated and it would benefit both parties to bring it up to current standards. The new ground Agenda Item #12.1.

lease will be between thew new ownership entity, Hunt Pradera II, L.P, and City of St.

Helena.
 Term - 99 years
 Base Rent - Commencing on the Commencement Date and during the Term of the Lease, Tenant shall pay annual rent of ONE DOLLAR ($1) (the “Base Rent”).

Base Rent shall be payable in arrears on each anniversary of the Commencement Date.
 Carryback Loan* – Tenant agrees to make a one-time additional payment on the Commencement Date of Eight Hundred Thousand Dollars ($800,000), which amount Landlord shall loan to Tenant (the “Carryback Loan”) on the Commencement Date.
o Principal - $800,000
o Term - 57 years
o Interest - 3% per year
o Repayment - Pro rata share of project residual receipts. *As part of the due diligence for the rehabilitation project, BRIDGE & NVCH prepared an appraisal for the proposed 99-year ground lease, and found that based on the 99 term and the affordability restrictions, the lease has a fair market value of $800,000. The lease payments would, however, be funded through a loan from the City in an amount not to exceed $800,000. The loan would have a term of 57 years, would accrue interest at the rate of 3% per year, and would be payable out of a portion of “residual receipts.” “Residual receipts” are comprised of the cash flow generated from the project after all other expenses are paid.

3. Financing Plan:

As indicated above, the Loan Extension and Ground Lease are part of a broader financing plan by Bridge and NVCH to obtain the financing for rehabilitation of the property. The new entity, Hunt Pradera II, L.P. (“Hunt Pradera II”), will obtain the following loans secured against the City property and the Calistoga property:
 Construction Loan. Hunt Pradera II is obtaining a construction loan from Umpqua Bank in the amount of approximately $19,878,651, which is funded through tax credit financing and a bond issuance by the California Municipal Finance Agency.  HCD Loan. Hunt Pradera II is obtaining a loan from the California Department of Housing and Community Development in the amount of $5,840,685.  Seller Loans. Hunt Pradera II is acquiring the rights and interests in the City’s property (a leasehold interest) and the Calistoga property from the current ownership entities, and those current ownership entities are lending funds to Hunt Pradera II. The Seller Loans include a loan of $754,185 from the current ownership entity of the City property and a loan of $646,444 against from the Agenda Item #12.1.

current ownership entity of the Calistoga property, and the loans will be secured by a deed of trust against Hunt Pradera II’s interests in both properties.  Sponsor Loan. Hunt Pradera II is obtaining two sponsor loans. BRIDGE Housing Corporation, a California nonprofit public benefit corporation is lending approximately $5,953,708, and Napa Valley Community Housing, a California nonprofit public benefit corporation in lending approximately $3,969,139. These loans will also be secured by a deed of trust against Hunt Pradera II’s interests in both properties.
 City of Calistoga Loan. The City of Calistoga is extending an existing loan in the amount of approximately $253,878.

To Summarize, Hunt Pradera II will incur the following loans in order of priority:

Loan (In Order of Priority) Amount
Construction Loan $19,878,651
HCD Loan $5,840,685
City of St. Helena (New Carryback) $800,000
City of St. Helena (Loan Extension) $431,449
City of Calistoga* $253,878
Seller Loans $1,400,629
Sponsor Loans $9,922,847
Total Loans $38,528,139
Note: All loan numbers are approximate.
*This lien may be recorded senior to the City of St. Helena lien on the Calistoga property.

Another aspect of the financing plan is that all of the loans listed above will be secured by the St. Helena and Calistoga properties. Thus, St. Helena’s loan will be secured by a deed of trust recorded against the Calistoga property, and the Calistoga loan will be secured by a deed of trust recorded against the St. Helena property. The reason for this is that the re-syndication is treating these two properties as part of the same ownership and operation for scattered-site affordable housing, and therefore the financing for each is tied to each other.

Finally, as indicated by the Order of Priority above, the St. Helena loans (the Loan Extension and New Carryback loan) will be subordinate to the Construction Loan and the HCD Loan. This means that, in the event of a foreclosure, then the City loans would have junior priority for repayment as compared to the senior loans, which creates the risk that the City loans would not be repaid in the event of a foreclosure scenario.

ENVIRONMENTAL REVIEW: None.

Agenda Item #12.1.

GOAL:

Goal 5: Enhance Quality of Life
DOCUMENTS ATTACHMENTS:

Resolution_BRIDGE updated 5.9.24-c1-c1
Hunt's Grove_City of St Helena Loan Amendment UPDATED DRAFT 5.7.24-c1 Hunt's Grove Ground Lease UPDATED DRAFT 5.7.24-c1
UMPQUA - HUNT'S GROVE AND LA PRADERA - Landlord Estoppel Certificate-c1 UMPQUA - HUNT'S GROVE AND LA PRADERA - City of St. Helena Subordination Agreement-c1
Hunt's Grove_Attachment No. 5 Rehabilition Work
Agenda Item #12.1.

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

APPROVING A LOAN AND A GROUND LEASE TO THE OPERATOR OF THE HUNT’S GROVE APARTMENT COMPLEX AT 548 HUNT AVENUE, AND

AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE THE

AGREEMENTS AND RELATED ACTIONS SET FORTH HEREIN
WHEREAS, Hunt Avenue Associates was formed as a limited partnership on July 23, 1990, to develop and operate a 56-unit rental housing complex called Hunt’s Grove Apartments located at 548 Hunt Avenue in St. Helena (the “Project”). Hunt Avenue Associates is controlled by its general partner, Hunt Avenue, Inc., which is a non-profit organization, under the control of the Board of Directors of BRIDGE Housing Corporation (“BRIDGE”) and Napa Valley Community Housing (“NVCH”); and
WHEREAS, a ground lease was entered into by and between the City of St. Helena and BRIDGE Housing Corporation (the “Ground Lease”). The Partnership, Hunt Avenue Associates LP then sub-leased the land on which the Project was built from BRIDGE. The initial lease term was for 55-years commencing on August 7, 1991, expiring in 2046; and WHEREAS, on June 11, 1991, the City Council approved a resolution approving a promissory note and deed of trust between BRIDGE Housing and the City related to fees due to the City in the amount of $762,752 that were deferred at the issuance of the building permits. The outstanding balance on the loan as of May 1, 2024 was $431,449 (the “Loan”); and WHEREAS, BRIDGE and NVCH came to St. Helena City Council on August 22, 2023, to request a loan extension, option to ground lease, and prepaid ground lease note, to enable a tax credit and bond resyndication and rehabilitation of La Pradera and the sister property in Calistoga, La Pradera; and
WHEREAS, on August 22, 2023, the City Council approved (1) a commitment letter to extend the existing City of St. Helena loan at Hunt’s Grove to a new 57-year term, and, (2) a new ground lease between City of St. Helena and Hunt Pradera II, L.P. (including a ground lease carryback loan totaling $800,000); and
WHEREAS, the BRIDGE and NVCH applied for 4% tax credit and bond financing in September 2023, and was awarded tax credits and bond financing on December 6, 2023, kicking off the 194-day clock to close on construction by June 17, 2024; and WHEREAS, Hunt Pradera II, L.P. has stated its intent to exercise the option and agrees to enter into a new ground lease and the loans from the City in the amount of the outstanding balance and accrued interest for the existing loan ($431,449.00) and the carryback loan ($800,000.00), pursuant to the terms and conditions of new loan agreements, for the purpose of commencing and completing the rehabilitation work on Hunt’s Grove and La Pradera; and Agenda Item #12.1.

WHEREAS, the new ground lease and financing from the City will provide a public benefit by facilitating the rehabilitation of safe, decent, and affordable housing to ensure it remains available within the City; and
WHEREAS, the City Council of the City of St. Helena desires to delegate authority to the Mayor and City Manager to negotiate and execute documents in substantially the form as the attached Agreement for Amendment, Assignment, and Assumption of Affordable Housing Loan and a new Ground Lease, subject to review and approval of the City Attorney in accordance with the terms set forth in this Resolution;
NOW, THEREFORE, BE IT RESOLVED The City Council of the City of St. Helena, California, does resolve as follows:

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

SECTION 2. Approval of Loan Agreement. The City Council authorizes and directs the City Manager to execute the Agreement for Amendment, Assignment, and Assumption of Affordable Housing Loan, (“Agreement”) and all related exhibits and documents, in substantially the form included in the staff materials that accompany this resolution, to extend the term of the existing loan for the Hunt’s Grove Apartments for an additional 57 years, and changing the interest rate from 3% per year, to the applicable federal rate at the time of closing on the construction financing for the rehabilitation of the Hunt’s Grove Apartments, subject to non-material modifications approved by the City Manager in consultation with the City Attorney. The Agreement is accompanied by a Promissory Note evidencing the new principal in the amount of $431,499.00, which is secured by a deed of trust. The affordability requirements for the Hunt’s Grove Apartments will be implemented through a new Affordable Housing Covenant recorded against the property. The City Manager is hereby delegated authority to execute such other instruments related to the Agreement as reasonably necessary to facilitate rehabilitation of the Hunt Pradera II affordable housing at Hunt’s Grove and La Pradera, subject to consultation with and approval by the City Attorney.

SECTION 3. Approval of the Ground Lease. The City Council authorizes and directs the City Manager to execute a new Ground Lease in substantially the form included in the staff materials that accompany this resolution with Hunt Pradera II, L.P., or another entity authorized in the Ground Lease, subject to non-material modifications approved by the City Manager in consultation with the City Attorney. The Ground Lease is accompanied by the Carryback Promissory Note in the amount of $800,000, reflecting the fair market value of the leasehold interest, which is secured by a deed of trust recorded against the property. The interest rate on the Carryback Promissory Note is 3%, simple interest and has a term of 57 years. The City Manager is hereby delegated authority to execute such other instruments related to the Ground Lease as reasonably necessary to facilitate rehabilitation of the Hunt Pradera II affordable housing at Hunt’s Grove and La Pradera, subject to consultation with and approval by the City Attorney.

Agenda Item #12.1.

PASSED, APPROVED AND ADOPTED by the City Council of the City of St. Helena, California, at a regular meeting held on this 14th day of May, 2024, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:
___________________________________
Paul Jamison Dohring, Mayor
ATTEST:
__________________________________
Cindy Tzafopoulos, City Clerk
Agenda Item #12.1.

83578.00012\42274830.1
CITY DRAFT 5/7/24

AGREEMENT FOR AMENDMENT, ASSIGNMENT, AND ASSUMPTION OF

AFFORDABLE HOUSING LOAN
(Hunt’s Grove Affordable Housing)
This Agreement For Amendment, Assignment, and Assumption of Affordable Housing Loan (“Agreement”) is entered into as of _________, 2024 (Effective Date) by and between the CITY OF ST. HELENA, a California municipal corporation (“City”), Hunt Avenue Associates, a California Limited Partnership (“Original Borrower”), and Hunt Pradera II, L.P., a California Limited Partnership (“New Borrower”).

RECITALS
A. Original Borrower is a sub-tenant of that certain real property located at 548 Hunt Avenue, St. Helena, California, as more specifically described in Attachment No. 1, attached hereto and incorporated herein by this reference (the “St. Helena Property”).

B. Calistoga Brannan Housing Associates, a California Limited Partnership is the owner of certain real property located at 38 Brannan Street, Calistoga, California, as more specifically described in Attachment No. 1, attached hereto and incorporated herein by this reference (the “Calistoga Property” and together with the St. Helena Property, the “Property”).

C. The St. Helena Property is developed with a 56-unit affordable housing project, with related amenities, that provides fifty five (55) affordable rental units and one (1) unrestricted manager’s unit (the “St. Helena Project”).

D. The Calistoga Property is developed with a 48-unit affordable housing project, with related amenities, that provides forty-seven (47) units and one (1) unrestricted manager’s unit (the “Calistoga Project” and together with the St. Helena Project, the “Project”).

E. Original Borrower developed and currently operates the St. Helena Project on the St. Helena Property pursuant to a lease with BRIDGE Housing Corporation, a California nonprofit public benefit corporation (“BRIDGE”). BRIDGE holds a leasehold interest in the St.

Helena Property pursuant to a long-term Ground Lease from the City, which owns the fee simple interest in the St. Helena Property.

F. Original Borrower previously executed a promissory note, dated on or about June 18, 1991, in the amount of Seven Hundred Sixty Two Thousand Seven Hundred Fifty Two Dollars ($762,752.00), with simple interest at the rate of three percent (3%), with an original maturity date of August 8, 2022, and extended to February 1, 2024, pursuant to Resolution No. 2022-63, adopted by the City (the “Original Note”).

G. The Note is secured by a Leasehold Deed of Trust and Assignment of Rents, executed by BRIDGE, in favor of City, dated as of June 18, 1991, and recorded in the Official Records of Napa County on or about June 20, 1991 (the “Original Deed of Trust”).

H. Original Borrower has requested an extension for the maturity date of the Original Note to allow Original Borrower, or its assignee or successor in interest, to obtain financing for Agenda Item #12.1.

83578.00012\42274830.1
2 rehabilitation of the Project, and the City is agreeable to the extension on the terms and conditions stated herein.

I. The City agrees to extend the maturity date of the Original Note on the terms and conditions set forth herein, which among other things requires: an Amended and Restated Promissory Note, an Amended and Restated Deed of Trust that will be recorded against the Property, an Affordable Housing Covenant, a new Ground Lease, and an assignment of Original Borrower’s interests in the St. Helena Property and the St. Helena Project to New Borrower, and New Borrower’s assumption of those interests, and the terms, conditions, and obligations set forth herein.

NOW, THEREFORE, City and Borrower hereby agree as follows:

AGREEMENT
100. AMENDED AND RESTATED LOAN AGREEMENT
101. This Agreement sets forth the terms and conditions for an assignment from Original Borrower, and an assumption by New Borrower, of all rights, interests, and obligations under the Original Note and the Original Deed of Trust (collectively, the “Original Loan Agreement”).
102. This Agreement also sets forth the terms and conditions for the City and New Borrower to enter into an Amended and Restated Promissory Note, an Amended and Restated Deed of Trust, and the New Ground Lease as defined herein. 103. Upon execution of this Agreement, and satisfaction of all conditions stated herein, the Original Loan Agreement shall be of no further force and effect, except as otherwise set forth herein.
200. DEFINITIONS
201. Terms. The following terms, as used in this Agreement, shall have the meaning ascribed them in this Section:
a. “Affiliate” means any other Person Controlling or Controlled by or under common Control with a specified Person.
b. “Agreement” means this Agreement for Amendment, Assignment, and Assumption of Affordable Housing Loan.
c. “Affordable Housing Covenant” means the affordable housing covenant executed by New Borrower in substantially the form attached hereto as Attachment No. 4 that will encumber the St. Helena Property.
d. “Amended and Restated Deed of Trust” means that certain Deed of Trust executed by New Borrower in substantially the form attached hereto as Attachment No. 3 that will encumber the Property to secure repayment of the Loan.

Agenda Item #12.1.

83578.00012\42274830.1
3 e. “Amended and Restated Promissory Note” shall have the meaning set forth in Section 301.2 of this Agreement in substantially the form attached hereto as Attachment No. 2.
f. “Approved Project Financing” means the following: (i) the Loan, as amended and restated by this Agreement, (ii) the Carryback Loan executed in connection with the New Ground Lease, (iii) the Senior Loan, as set forth in Section 303 of this Agreement, (iv) the HCD Loan, as set forth in Section 305.3 of this Agreement, (v) the City of Calistoga Loan, as set forth in Section 305.4 of this Agreement; (vi) the Seller Loans, as set forth in Section 305.5 of this Agreement, and (vii) the Sponsor Loans, as set forth in Section 305.6 of this Agreement. g. “Borrower,” “New Borrower” and “Assignee” shall mean Hunt Pradera II, L.P., a California Limited Partnership.
h. “Builder’s Risk Insurance” means builder’s risk or course of construction insurance covering all risks of loss, less policy exclusions, on a completed value (non-reporting) basis, in an amount sufficient to prevent coinsurance, but in any event not less than one hundred percent (100%) of the completed value of the construction of the Project, including cost of debris removal (subject to a policy sublimit), but excluding foundation and excavations. Such insurance shall also: (a) grant permission to occupy; and (b) cover, for replacement cost, all materials on or about any offsite storage location intended for use in, or in connection with, the Property (subject to a policy sublimit). i. “City” means the City of St. Helena.
j. “Claim” means any claim, loss, cost, damage, expense, liability, Lien, action, cause of action (whether in tort, contract, under statute, at law, in equity or otherwise), charge, award, assessment, fine or penalty of any kind. k. “Commencement of Construction” means the commencement by Borrower of the Rehabilitation Work as set forth in Section 303. l. “Conditions Precedent” has the meaning set forth in Section 304.1. m. “Control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person and contractually bind such Person, whether by ownership of Equity Interests, by contract, or otherwise. n. “Construction” means any alteration, construction, excavation, demolition, grading, development, expansion, reconstruction, redevelopment, repair, restoration, or other work affecting the Property.
o. “Construction Contract” means the contract to be entered into by Borrower and a licensed general contractor for the performance of the rehabilitation of the Project on the Property.

Agenda Item #12.1.

83578.00012\42274830.1
4 p. “Development” shall mean all construction, demolition, rehabilitation and other work performed on the Project in accordance with the Rehabilitation Work described in Attachment No. 5.
q. “Effective Date” means the date first set forth in this Agreement above. r. “Environmental Claim” means any and all claims, demands, damages, losses, liabilities, obligations, penalties, fines, actions, causes of action, judgments, suits, proceedings, costs, disbursements and expenses, including reasonable attorney’s fees and costs and costs of environmental consultants and other experts, and all foreseeable and unforeseeable damages or costs of any kind or of any nature whatsoever, directly or indirectly, relating to or arising from any actual or alleged violation of any Environmental Law or Hazardous Substance Discharge.
s. “Environmental Law” means any Federal or California law regarding any of the following at, in, under, above, or upon the Property: (a) air, environmental, ground water, or soil conditions; or (b) clean-up, remediation, control, disposal, generation, storage, release, discharge, transportation, use of, or liability or standards of conduct concerning, Hazardous Substances, as now or may, at any later time, be in effect. t. “Existing Ground Lease” shall mean the Second Amended and Restated Land Lease between City and BRIDGE, dated on or about May 15, 1991. u. “Existing Sublease” shall mean the existing sublease from BRIDGE to Original Borrower, dated on or about August 8, 2012.
v. “GAAP” means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession), or in such other statements by such other entity as may be in general use by significant segments of the United States accounting profession, which are applicable to the circumstances as of the date of determination. w. “Governmental Requirements” means all laws, ordinances, statutes, codes, rules, regulations, orders and decrees, of the United States, the state, the county, City, or any other political subdivision in which the Property is located, and of any other political subdivision, agency or instrumentality exercising jurisdiction over City, Borrower or the Property.
x. “Hazardous Substance” means any flammable substances, explosives, radioactive materials, asbestos, asbestos-containing materials, polychlorinated biphenyls, chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, medical wastes, toxic substances or related materials, explosives, petroleum, petroleum products and any “hazardous” or “toxic” material, substance or waste that is defined by those or similar terms or is regulated as such under any Law, including any material, substance or waste that is: (a) defined as a “hazardous substance” under Section 311 of the Water Pollution Control Act (33 U.S.C. § 1317), as amended; (b) substances designated as “hazardous substances” Agenda Item #12.1.

83578.00012\42274830.1
5 pursuant to 33 U.S.C. § 1321; (c) defined as a “hazardous waste” under Section 1004 of the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901, et seq., as amended; (d) defined as a “hazardous substance” or “hazardous waste” under Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Reauthorization Act of 1986, 42 U.S.C. § 9601, et seq., or any so-called ‘superfund” or ‘superlien” law; (e) defined as a “pollutant” or “contaminant” under 42 U.S.C. § 9601(33); (f) defined as “hazardous waste” under 40 C.F.R. Part 260; (g) defined as a “hazardous chemical” under 29 C.F.R. Part 1910; (h) any matter within the definition of “hazardous substance” set forth in 15 U.S.C. § 1262; (i) any matter, waste or substance regulated under the Toxic Substances Control Act (“TSCA”) [15 U.S.C. Sections 2601, et seq.]; (j) any matter, waste or substance regulated under the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801, et seq.; (k) those substances listed in the United States Department of Transportation (DOT) Table [49 C.F.R. 172.101]; (l) any matter, waste or substances designated by the EPA, or any successor authority, as a hazardous substance [40 C.F.R. Part 302]; (m) any matter, waste or substances defined as “hazardous waste” in Section 25117 of the California Health and Safety Code; (n) any substance defined as a “hazardous substance” in Section 25316 of the California Health and Safety Code; (o) any matter, waste, or substance that is subject to any other Law regulating, relating to or imposing obligations, liability or standards of conduct concerning protection of human health, plant life, animal life, natural resources, property or the enjoyment of life or property free from the presence in the environment of any solid, liquid, gas, odor or any form of energy from whatever source; or (p) other substances, materials, and wastes that are, or become, regulated or classified as hazardous or toxic under Law or in the regulations adopted pursuant to said Law, including manure, asbestos, polychlorinated biphenyl, flammable explosives and radioactive material. Notwithstanding the foregoing, “Hazardous Substances” shall not include such products in quantities as are customarily used in the construction, maintenance, development or management of residential developments or associated buildings and grounds, or typically used in residential activities in a manner generally used in other comparable residential developments, or substances commonly ingested by a significant population living within the Project including, without limitation, alcohol, aspirin, tobacco and saccharine.
y. “Hazardous Substance Discharge” means any deposit, discharge, generation, release, or spill of a Hazardous Substance that occurs at on, under, into or from the Property, or during transportation of any Hazardous Substance to or from the Property, or that arises at any time from the Construction, use or operation of the Project or any activities conducted at on, under or from the Property, whether or not caused by a Party. z. “Land Use Laws” has the meaning set forth in Section 502. aa. “Liability Insurance” means commercial general liability insurance provided by an insurance carrier having a rating of Best A-7 or better against claims for bodily injury, personal injury, death, or property damage occurring upon, in, or about the Property, the Project or adjoining streets or passageways, at least as broad as Insurance Services Office Occurrence Form CG0001, with a minimum liability limit of Two Million Dollars ($2,000,000) for any one occurrence and which may be provided through a combination of primary and excess or umbrella insurance policies. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the Agenda Item #12.1.

83578.00012\42274830.1
6 Project or the general aggregate limit shall be twice the required minimum liability limit for any one occurrence.
bb. “Loan Documents” means the documents, instruments and agreements evidencing and securing the Loan including, but not limited to, this Agreement, the Original Promissory Note, and the Original Deed of Trust, and any amendments thereto as mutually agreed upon by the Parties.
cc. “New Ground Lease” shall mean the new ground lease executed by New Borrower and City in connection with this Agreement and in substantially the same form attached hereto as Attachment No. 6.
dd. “Official Records” means the Official Records of the County of Napa, State of California.
ee. “Original Borrower” or “Assignor” shall mean Hunt Avenue Associates, a California Limited Partnership.
ff. “Original Deed of Trust” shall have the meaning set forth in Recital E. gg. “Original Loan” shall mean the amount loaned to Original Borrower pursuant to the Original Loan Agreement.
hh. “Original Note” shall have the meaning set forth in Recital D. ii. “Person” means any association, corporation, governmental entity or agency, individual, joint venture, joint-stock company, limited liability company, partnership, trust, unincorporated organization or other entity of any kind. jj. “Prevailing Wage Action” means any of the following: (a) any determination by the California Department of Industrial Relations that prevailing wage rates should have been paid, but were not; (b) any determination by the California Department of Industrial Relations that higher prevailing wage rates than those paid should have been paid; (c) any administrative or legal action or proceeding arising from any failure to comply with the Federal Davis-Bacon Act (codified as 40 U.S.C. §§ 3141 et seq.) or California Labor Code Sections 1720 through 1781, as amended from time to time, regarding prevailing wages, including maintaining certified payroll records; or (d) any administrative or legal action or proceeding to recover wage amounts at law or in equity. kk. “Project” shall have the meaning set forth in Recital B. ll. “Project Documents” means all construction and design contracts, plans and drawings, including all architectural documents, related to the Project. mm. “Property” shall have the meaning set forth in Recital A. nn. “Property Insurance” means insurance providing coverage for the Property and all improvements on or to the Property against loss, damage, or destruction by fire and other hazards encompassed under the broadest form of property insurance coverage then Agenda Item #12.1.

83578.00012\42274830.1
7 customarily used for like properties in the County of Napa, in an amount equal to one hundred percent (100%) of the replacement value (without deduction for depreciation) of all improvements comprising the Project (excluding excavations and foundations) and in any event sufficient to avoid co-insurance and with no co-insurance penalty provision, with “ordinance or law” coverage. To the extent customary for like properties in the County of Napa at the time, such insurance shall include coverage for explosion of steam and pressure boilers and similar apparatus located on the Property; an “increased cost of construction” endorsement; and an endorsement covering demolition and cost of debris removal, all subject to policy sublimits. oo. “Rehabilitation Work” means the rehabilitation of the Property, as described in Section 303.
pp. “Third Person” means any Person that is not a Party, an Affiliate of a Party, or an elected official, officer, director, manager, shareholder, member, principal, partner, employee or agent of a Party.
300. LOAN AGREEMENT
301. Loan.
301.1 Original Borrower acknowledges and confirms receipt of the Loan in the amount of Seven Hundred Sixty Two Thousand Seven Hundred Fifty Two Dollars ($762,752.00) (the “Loan”). As of May 1, 2024, the outstanding principal balance of the Loan was Two Hundred Forty Three Thousand One Hundred Eighty Seven Dollars ($243,187) and accrued interest was One Hundred Eighty Eight Thousand Two Hundred Sixty Two Dollars ($188,262).

The Loan is evidenced by the Original Promissory Note. Upon execution of this Agreement, New Borrower and City shall execute the Amended and Restated Promissory Note for the full amount of the outstanding principal and interest of the Loan, which shall amend, restate and supersede the Original Promissory Note in its entirety, and shall extend the Maturity Date as set forth in Section 302.1 of this Agreement.
301.2 The Amended and Restated Promissory Note shall be secured by the Amended and Restated Deed of Trust. By this Agreement, the Parties agree and confirm that the Original Deed of Trust has not been validly reconveyed, notwithstanding a reconveyance that was recorded on or about August 9, 1991, which reconveyance shall be rescinded concurrently with this Agreement. Upon the execution and recording of the Amended and Restated Deed of Trust, it shall amend, restate, and supersede the Original Deed of Trust. 302. Repayment of Loan.
302.1 Maturity Date. The full amount of the Loan, together with accrued interest, shall be due and payable on the date that is fifty seven (57) years from the date of closing for the Senior Loan, or upon an uncured Default under this Agreement, as further set forth in the Amended and Restated Promissory Note.
302.2 Interest Rate. The Loan shall be repaid with simple interest on the outstanding principal amount at the rate of [four and 45/100 percent (4.45%), as modified based on Agenda Item #12.1.

83578.00012\42274830.1
8 the Applicable Federal Rate at time of closing] annual interest compounded annually, pursuant to the terms of the Amended and Restated Promissory Note.
302.3 Repayment Terms. Borrower shall repay the Loan in accordance with the Note and as set forth herein. Borrower shall make annual payments in an amount equal to the difference between the Annual Operating Expenses and Gross Revenue (“Residual Receipts Payments”). The Residual Receipts Payments shall be made annually within thirty (30) days of receiving the financial statements required under Section 507 of this Agreement. Upon the Maturity Date, New Borrower shall pay the City all principal and interest remaining on the Loan. 303. Assignment and Assumption.
303.1 Effective as of the Effective Date, Original Borrower, as Assignor, hereby assigns to New Borrower, as Assignee, all of Assignor’s rights and obligations under the Loan Documents and rights to lease the St. Helena Property under the Ground Lease or any other agreement, except the New Ground Lease. Assignee hereby accepts the foregoing assignment and assumes all of Assignor’s rights and obligations under the Loan Documents, including without limitation, the obligation to repay the Loan.
303.2 The City hereby consents to: (i) the conveyance of Assignor’s leasehold interest in the St. Helena Property and the ownership of the Improvements thereon, as set forth in the Existing Ground Lease, to Assignee, (ii) the rehabilitation of the Project, and (iii) the refinancing and resyndication of the Property and the Project pursuant to loan documents in favor of Senior Lender (defined below) (the “Senior Loan”), an amended and restated partnership agreement of Assignee (the “Partnership Agreement”), and related documents that have been provided to the City for review.
303.3 The City hereby consents to the assignment and assumption of the Loan Documents as described in this Agreement. The City acknowledges and agrees that as of the Effective Date, no event has occurred and is continuing which would constitute a default, and no event has occurred and is continuing which with notice or the passage of time or both, would be an event of default, under the Loan Documents.
303.4 Pursuant to invoices to be submitted to escrow, at close of escrow for conveyance of Original Borrower’s interests in the St. Helena Property and St. Helena Project to Assignee, Assignee shall pay City’s legal fees and staff costs incurred in connection with the transactions contemplated by this Agreement, including without limitation, the negotiation and preparation of the Loan Documents, the New Ground Lease, and regulatory agreements, and the review of the Partnership Agreement, loan documents and other documents relating to Project financing, management, and operation.
303.5 The Parties agree that any “seller” or “sponsor” loans provided to the Project by Assignor or by BRIDGE or NVEHF, or its affiliated entities, shall be payable only from Assignee’s share of Project surplus cash, or Assignee’s share of net proceeds of refinancing. Any deeds of trust or other security instruments executed in connection with such seller or sponsor financing shall be subordinated to the City Affordable Housing Covenant, and the deeds of trust securing the Loan, pursuant to subordination agreements in form approved by City, executed by and among the City, Assignee and the holder of such loans, and recorded in the Agenda Item #12.1.

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9 Official Records. For the Senior Financing, pursuant to a subordination agreement approved by City, the Affordable Housing Covenant and the City Deed of Trust, each as amended, may be subordinated to the deed of trust (the “Senior Lender Deed of Trust”) to be recorded for the benefit of Umpqua Bank, an Oregon corporation (“Senior Lender”), provided that only Sections Sections 3, 8(a)(i),(ii), and (iv), inclusive, 9(b)1. through 3., inclusive, of the Affordable Housing Covenant shall be subordinated and the remaining portions of the Affordable Housing Covenant shall have priority over the Senior Lender Deed of Trust. 303.6 Assignor Representations. Assignor represents and warrants to City and Assignee that: (i) Assignor is a duly organized, limited partnership validly existing and in good standing under the laws of the State of California; (ii) Assignor has the power and authority to execute, deliver and perform its obligations under this Agreement; (iii) this Agreement has been executed and delivered by persons who are duly authorized to execute and deliver the same for and on behalf of Assignor, and all actions required under Assignor’s organizational documents and applicable governing law for the authorization, execution, delivery and performance of this Agreement have been duly taken; (iv) the execution, delivery and performance of this Agreement do not violate any rule, regulation, statute, law, order, decree, judgment or the like, or any agreement or instrument to which Assignor is a party, (v) Assignor is not in breach or default under the Loan Documents; (vi) Assignor has no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature against City relative to the Loan Documents or this Agreement; (vii) Assignor has not received any notice from any governmental agency relating to any alleged violation of law, ordinance, rule or regulation pertaining to the St. Helena Property; (viii) Assignor has not filed, and currently has no intention to file, for any bankruptcy or debtor relief, and Assignor is not insolvent, (ix) Assignor has received consent to the transfer of the St.

Helena Property and the assignments and assumptions contemplated by this Agreement from of all other parties whose consent is required; and (x) this Agreement constitutes a legal, valid and binding obligation of Assignor, enforceable in accordance with its terms, subject to laws affecting creditors’ rights and principles of equity.
303.7 Assignee Representations. Assignee represents and warrants to City and Assignor that: (i) Assignee is a duly organized, limited partnership validly existing and in good standing under the laws of the State of California; (ii) Assignee has the power and authority to execute, deliver and perform its obligations under this Agreement; (iii) this Agreement has been executed and delivered by persons who are duly authorized to execute and deliver the same for and on behalf of Assignee, and all actions required under Assignee’s organizational documents and applicable governing law for the authorization, execution, delivery and performance of this Agreement have been duly taken; (iv) the execution, delivery and performance of this Agreement do not violate any rule, regulation, statute, law, order, decree, judgment or the like, or any agreement or instrument to which Assignee is a party; (v) Assignee has no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature against City; (vi) Assignee has not received any notice from any governmental agency relating to any alleged violation of law, ordinance, rule or regulation pertaining to the Property; and (vii) Assignee has not filed, and currently has no intention to file, for any bankruptcy or debtor relief, and Assignee is not insolvent; and (viii) this Agreement constitutes a legal, valid and binding obligation of Assignee, enforceable in accordance with its terms, subject to laws affecting creditors’ rights and principles of equity.

Agenda Item #12.1.

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10 304. Conditions Precedent.
304.1 Conditions Precedent to Amended and Restated Loan Terms. This Agreement, and final execution of the Amended and Restated Promissory Note and Amended and Restated Deed of Trust, is subject to satisfaction of the following conditions, which are solely for the benefit of the City, and which shall be fulfilled or waived by the time periods provided for herein. The Conditions Precedent include:
a. Subject to expiration of any applicable cure period, Original Borrower shall not be in default of any of its obligations under the terms of this Agreement, the Original City Note, the Original Deed of Trust, the Existing Ground Lease, or the Existing Sublease. b. Bridge shall have executed and delivered a valid termination of the Existing Ground Lease, and Bridge and Original Borrower shall have executed and delivered to City a valid termination of the Existing Sublease.
c. New Borrower shall have executed and delivered to the city this Agreement, the Amended and Restated Promissory Note, and the New Ground Lease. d. New Borrower shall have executed and delivered to the escrow officer designated by Tenant the Amended and Restated Deed of Trust, the Affordable Housing Covenant, and the Memorandum of Lease for recording against the St. Helena Property. e. City shall have approved the final terms and conditions of the Approved Project Financing, and any regulatory agreement required of the Approved Project Financing that will have priority to the Loan or Affordable Housing Covenant. f. Delivery of a binding commitment by a title insurance company acceptable to the City to issue a 2006 or 2021 ALTA lender’s policy of Title Insurance with any endorsements the City may reasonably require, insuring the City in the principal amount set forth in the Amended and Restated Promissory Note, of the validity and priority of the Amended and Restated Deed of Trust and the Affordable Housing Covenant upon the St. Helena Property, subject only to reasonable exceptions approved by the City. g. New Borrower and Original Borrower shall have provided the City with a copy of the resolution for their respective entities approving and authorizing execution of this Agreement and all documents contemplated hereby and with such other documentation required by the City regarding their creation, status and authority to enter into this transaction. h. New Borrower and Original Borrower shall have provided City with a certificate showing it to be in good standing under the laws of the State of California. i. New Borrower and Original Borrower shall have satisfied all of the applicable terms and conditions set forth in this Agreement, including without limitation providing evidence that it possesses the insurance required by Section 505 of this Agreement. j. All of the representations and warranties made by the Original Borrower or New Borrower in this Agreement and, as applicable, in the Amended and Restated Promissory Agenda Item #12.1.

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11 Note, the Amended and Restated Deed of Trust, the Affordable Housing Covenant, and the Ground Lease shall be true and correct in all material respects as of the Effective Date. k. New Borrower shall pay all escrow costs, closing costs, and related expenses, or fees in connection with the New Ground Lease and this Agreement, except attorneys’ fees.
305. Approved Project Financing. In connection with the Loan, the Borrower seeks approval of the following:
305.1 The Carryback Loan in favor of the City as defined and further set forth in the New Ground Lease.
305.2 The Senior Loan, as defined in Section 303 of this Agreement. 305.3 A loan from the Department of Housing and Community Development, a public agency of the State of California (“HCD”) to Borrower, in the aggregate maximum principal amount of $5,840,685 (the “HCD Loan”). The HCD Loan is evidenced by a promissory note and secured by a deed of trust in that certain ///[Promissory Note Secured By Deed of Trust]/// dated as of ______________, 2024, executed by Borrower to the order of HCD in the face principal amount of $______________ (the “HCD Note”), and secured by that certain ///[Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (Permanent Financing)]/// Loan Number ______________ dated as of ______________, 2024 (the “HCD Deed of Trust”), executed by Borrower for the benefit of HCD, encumbering Borrower’s leasehold interest in the St. Helena Property and fee simple interest in the Calistoga Property, and recorded in the Official Records substantially concurrently with the Amended and Restated Deed of Trust. In connection with the HCD Loan, Borrower and HCD are also entering into that certain ///[Junior Regulatory Agreement, Loan Number _________________]/// dated as of ______________, 2024, and recorded in the Official Records substantially concurrently with the Amended and Restated Deed of Trust (the “Junior HCD Regulatory Agreement”), and that certain ///[Senior Regulatory Agreement (Affordability Restrictions)]/// dated as of ______________, 2024, and recorded in the Official Records substantially concurrently with the Amended and Restated Deed of Trust (the “Senior HCD Regulatory Agreement”, and together with the Junior HCD Regulatory Agreement, the “HCD Regulatory Agreement”). 305.4 A loan from the City of Calistoga in the aggregate maximum principal amount of ///[$253,878.00]/// (the “City of Calistoga Loan”), which City of Calistoga Loan is evidenced by that certain Amended and Restated Secured Promissory Note (City Loan) dated as of _________________, 2024 (the “City of Calistoga Note”), executed by Borrower in favor of City of Calistoga, and secured by, among other things, that certain Amended and Restated Deed of Trust with Assignment of Rents dated as of _________________, 2024 (the “City of Calistoga Deed of Trust”), made by Borrower, as trustor, for the benefit of the City of Calistoga, as beneficiary, encumbering the ///[Calistoga Property]///, and being recorded in the Official Records substantially concurrently with the recording of the Amended and Restated Deed of Trust. In connection with the City of Calistoga Loan, Borrower and City of Calistoga also entered that certain Amendment to Regulatory Agreement (Brennan Street Project) dated as of _________________, 2024, recording in the Official Records substantially concurrently with the Amended and Restated Deed of Trust, which amends that certain Regulatory Agreement Agenda Item #12.1.

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12 (Brennan Street Project) dated as of November 22, 1993 by and between the City of Calistoga and Original Calistoga Borrower, which recorded in the Official Records on January 1, 1994 as Document No. 1994-000075 (as amended, the “City of Calistoga Regulatory Agreement”).

The City of Calistoga Loan is being assigned and assumed pursuant to that certain Assignment, Assumption, and Amendment of Loan Documents, and Consent to Transfer of Property dated as of _______________, 2024 (the “City of Calistoga Assignment and Assumption Agreement”), by and between the City of Calistoga, Original Calistoga Borrower, and Borrower, pursuant to which Borrower agrees to assume the City of Calistoga Loan from the Original Calistoga Borrower.
305.5 Two separate seller loans as follows: (a) a loan from Calistoga Brannan Housing Associates, a California Limited Partnership in the amount of $443,077, and (b) a loan from Hunt Avenue Associates, a California Limited Partnership in the amount of $516,923 (the “Seller Loans”). The Seller Loans will be evidenced by a note executed by Borrower in favor of the respective lenders, and secured by a deed of trust, made by Borrower, as trustor, for the benefit of the respective lenders, as beneficiaries, which will be recorded in the Official Records. 305.6 Two separate sponsor loans as follows: (a) a loan from BRIDGE Housing Corporation, a California nonprofit public benefit corporation, in the approximate amount of $ 6,217,708, and (b) a loan from Napa Valley Community Housing, a California nonprofit public benefit corporation, in the approximate amount of $4,145,139 (the “Sponsor Loans”). The Sponsor Loans will be evidenced by a note executed by Borrower in favor of the respective lenders, and secured by a deed of trust, made by Borrower, as trustor, for the benefit of the respective lenders, as beneficiaries, which will be recorded in the Official Records. 306. City Not Liable. In no event shall City be liable to Borrower or any other party, including but not limited to any lender, contractor or subcontractor, for any damage whatsoever which may result in whole or in part from any action or inaction of City hereunder, except to the extent required by law for City’s gross negligence or willful misconduct. 400. REPRESENTATIONS AND WARRANTIES
401. City Representations. City represents and warrants to Borrower as follows:
401.1 Authority. City has full power and authority to execute and deliver this Agreement, to execute and deliver all applicable Loan Documents and to perform and observe the terms and provisions of all of the above.
401.2 No Conflict. To the best of City’s knowledge, City’s execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which City is a party or by which it is bound. 401.3 No Bankruptcy. City is not the subject of a bankruptcy proceeding. 401.4 No Condemnation. No condemnation proceeding or moratorium is pending or threatened against the St. Helena Property or any portion thereof that would impair the use, occupancy or full operation of the St. Helena Property in any manner whatsoever.

Agenda Item #12.1.

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13 402. New Borrower’s Representations. To induce City to enter into the Loan and provide the Loan funds pursuant hereto, New Borrower hereby makes the following representations and warranties to City. The New Borrower shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section not to be true, immediately provide written notice of such fact or condition to City. 402.1 Organization. New Borrower is a limited partnership in good standing under the laws of the State of California.
402.2 Authority to Borrow. New Borrower has full power and authority to execute and deliver this Agreement, to make and accept the Loan contemplated hereunder, to execute and deliver all applicable Loan Documents and to perform and observe the terms and provisions of all of the above.
402.3 Authority of Persons Executing Documents. The applicable Loan Documents have been executed and delivered by persons who are duly authorized to execute and deliver the same for and on behalf of New Borrower, and all actions required under the New Borrower’s organizational documents and applicable governing law for the authorization, execution, delivery and performance of the Loan Documents have been duly taken. 402.4 No Conflict. The execution, delivery and performance by New Borrower of the Loan Documents to which it is a party will not (i) violate any provision of any law, statute, rule or regulation or any order, writ, judgment, injunction, decree, determination or award of any court, governmental agency or arbitrator presently in effect having applicability to New Borrower or the Property; or (ii) result in a breach of or constitute a default under any indenture, loan or credit agreement or any other agreement, lease or instrument to which New Borrower is a party or by which any of its properties may be bound or, except as specifically contemplated herein, result in the creation of any lien on any asset of New Borrower. 402.5 Compliance with Laws; Consent and Approvals. The rehabilitation of the Project shall comply with all Governmental Requirements, including all applicable directions, rules and regulations of the fire marshal, health officer, building inspector and other officers of any such government or agency as applicable. 402.6 Valid Binding Agreement. The Loan Documents executed by New Borrower constitute, or if not yet executed, will constitute when so executed, legal, valid and binding obligations of New Borrower enforceable by and against it in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the rights of creditors generally and general principals of equity. 402.7 Pending Proceedings. New Borrower is not in default under any law or regulation or under any order of any court, board, commission or agency whatsoever, and there are no claims, actions, suits or proceedings pending or, to the knowledge of New Borrower, threatened against or affecting New Borrower, at law or in equity, before or by any court, board, commission or agency whatsoever which might, if determined adversely to New Borrower, materially and adversely affect New Borrower’s ability to repay the Loan or rehabilitate the Project.

Agenda Item #12.1.

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14 402.8 No Material Adverse Event. There has been no material adverse change in the value or physical condition of the Property or in the financial condition of New Borrower since the dates of the latest financial statements of New Borrower furnished to City, and except as otherwise disclosed to City in a specified writing, New Borrower has not entered into any material transaction that is not disclosed in such financial statements. 402.9 Accuracy. All reports, documents, instruments, information and forms of evidence delivered to City concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete to give City true and accurate knowledge of their subject matter and do not contain any misrepresentation or omission. 402.10 Disclosure of Information. All material information concerning the Property known to New Borrower, or that should have been known to New Borrower in the exercise of reasonable care, has been disclosed to City. There are no facts or information known to New Borrower, or that should have been known to New Borrower in the exercise of reasonable care, that would make any of the information furnished to City by New Borrower inaccurate, incomplete, or misleading in any material respect. 402.11 No Condemnation. No condemnation proceeding or moratorium is pending or threatened against the Property or any portion thereof that would impair the use, occupancy or full operation of the Property in any manner whatsoever. 402.12 FIRPTA. New Borrower is not a “Foreign Person” within the meaning of the Foreign Investment in Real Property Tax Act (FIRPTA), or is exempt from the provisions of FIRPTA, and New Borrower has complied and will comply with all of the requirements under FIRPTA.
500. COVENANTS OF NEW BORROWER
501. Additional New Borrower’s Financing. The Approved Project Financing is sufficient to finance the rehabilitation of the Project through an application for low-income housing tax credits. Based upon this covenant, the City agrees to subordinate the Affordable Housing Covenant and the Amended and Restated Deed of Trust to the Senior Lender Deed of Trust, the HCD Deed of Trust, and the HCD Regulatory Agreement. 502. Rehabilitation of Project. Once New Borrower has secured the Senior Loan and satisfied all Governmental Requirements necessary to commence rehabilitation of the Property, New Borrower shall complete the Rehabilitation Work in accordance with the provisions of this Agreement and in a good and worker-like manner in accordance with sound building practices as well as all Governmental Requirements. New Borrower shall comply with all existing and future Governmental Requirements and other laws, regulations, orders, building codes, restrictions and requirements of, and all agreements with and commitments to, all governmental, judicial or legal authorities having jurisdiction over the Property, including those pertaining to the rehabilitation of the Project, and with all recorded covenants and restrictions affecting the Property. In the event of any material deviations from the terms of this Agreement, unworker-like performance, the use of defective materials, or the filing of any unapproved liens, City may order that the construction cease immediately, and New Borrower agrees immediately to correct and remedy the same at its sole expense.

Agenda Item #12.1.

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15 503. Permits, Licenses and Approvals. New Borrower shall properly obtain, comply with and keep in effect all permits, licenses and approvals which are required to be obtained in order to rehabilitate the Project.
504. Notices to City. New Borrower shall promptly notify City in writing of:
a. Any litigation affecting New Borrower, where the amount claimed is One Hundred Thousand Dollars ($100,000.00) or more;
b. Any communication, whether written or oral, that New Borrower may receive from any governmental, judicial or legal authority, giving notice of any claim or assertion that any portion of the Property or the Project fail in any respect to comply with any Governmental Requirement;
c. Any material default by any contractor, design professional, subcontractor, material supplier or surety in the performance of its or their obligations with respect to the construction, or any material adverse change in the financial condition or operations of any of them;
d. Any material adverse change in the physical condition of the Property (including any damage suffered as a result of earthquakes or floods), or in New Borrower’s business condition (financial or otherwise), operations, properties or prospects, or New Borrower’s ability to repay the Loan; or
e. The institution of any litigation, arbitration or governmental proceeding, or the rendering of a judgment or decision in such litigation or proceeding, which may cause a material adverse effect to New Borrower, the Property or the completion of the construction. 505. Insurance.
505.1 Required Insurance. New Borrower shall maintain, to protect City against all insurable Claims resulting from the actions of New Borrower in connection with this Agreement, the Property and the Project, at the sole cost and expense of New Borrower, the following insurance (or its then reasonably available equivalent): (a) Liability Insurance; (b) Property Insurance; (c) Builder’s Risk Insurance.
505.2 Nature of Insurance. All Liability Insurance, and Property Insurance, Insurance policies required by this Agreement shall be issued by carriers that: (a) are listed in the then current “Best’s Key Rating Guide—Property/Casualty—United States & Canada” publication (or its equivalent, if such publication ceases to be published) with a minimum financial strength rating of “A-” and a minimum financial size category of “XI” (exception may be made for the California Compensation Insurance Fund when not specifically rated); and (b) are authorized to do business in California. A Party may provide any insurance under a “blanket” or “umbrella” insurance policy, provided that: (i) such policy or a certificate of such policy shall specify the amount(s) of the total insurance allocated to the Property and the Project, which amount(s) shall equal or exceed the amount(s) required by this Agreement; and (ii) such policy otherwise complies with this Agreement.

Agenda Item #12.1.

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16 505.3 Policy Requirements and Endorsements. All insurance policies required by this Agreement shall contain (by endorsement or otherwise) the following provisions:
a. Insured. Liability Insurance policies shall name City or its successor in interest, as applicable, as “additional insured.” Property Insurance and Builder’s Risk Insurance policies shall name City as a “loss payee.” To the extent that New Borrower has a tenant or tenants on the Property that are required to secure Liability insurance under the terms of their lease with New Borrower, such tenants shall similarly name City or its successor in interest as “additional insured”, and shall list City as a “loss payee” on Property Insurance and Builder’s Risk Insurance policies as required under terms of their lease. The coverage afforded to City shall be at least as broad as that afforded to New Borrower (or New Borrower’s tenant, as applicable) regarding the Property and the Project and may not contain any terms, conditions, exclusions, or limitations applicable to City that do not apply to New Borrower. b. Primary Coverage. Any insurance or self-insurance maintained by City or its successor in interest shall be in excess of all insurance required under this Agreement and shall not contribute to any insurance required under this Agreement. c. Contractual Liability. Liability Insurance policies shall contain contractual liability coverage, for New Borrower’s indemnity obligations under this Agreement.

New Borrower’s obtaining or failure to obtain such contractual liability coverage shall not relieve New Borrower from nor satisfy any indemnity obligation of New Borrower under this Agreement.
d. Deliveries to City. New Borrower shall deliver to City evidence of all insurance policies required by this Agreement as set forth in Section 505.1 and original endorsements for additional insured effecting coverage under this Agreement. Builder’s Risk Insurance shall commence prior to Commencement of Construction of the Project. No later than three (3) days before any insurance required by this Agreement expires, is cancelled or its liability limits are reduced or exhausted, New Borrower shall deliver to City evidence of that Party’s maintenance of all insurance this Agreement requires. Each insurance policy required by this Agreement shall be endorsed to state that coverage shall not be cancelled, suspended, voided, reduced in coverage or in limits, except after thirty (30) calendar days” advance written notice of such action has been given to City by certified mail, return receipt requested; provided, however, that thirty (30) days advance written notice shall be required for any such action arising from non-payment of the premium for the insurance. Phrases such as “endeavor to” and “but failure to mail such Notice shall impose no obligation or liability of any kind upon the company” shall not be included in the cancellation wording of any certificates or policies of insurance applicable to City pursuant to this Agreement.
e. Waiver of Certain Claims. New Borrower shall cause each insurance carrier providing any Liability Insurance, Builder’s Risk Insurance, Worker’s Compensation Insurance, Automobile Liability Insurance or Property Insurance coverage under this Agreement to endorse their applicable policy(ies) with a Waiver of Subrogation with respect to City, if not already in the policy. To the extent that New Borrower obtains insurance with a Waiver of Subrogation, the Parties release each other, and their respective authorized representatives, from any Claims for damage to any Person or property to the extent such Claims are paid by such insurance policies obtained pursuant to and in satisfaction of the provisions of this Agreement.

Agenda Item #12.1.

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17 f. No Claims Made Coverage. None of the insurance coverage required under this Agreement may be written on a claims-made basis. g. Fully Paid and Non-Assessable. All insurance obtained and maintained by New Borrower pursuant to this Section 505 shall be fully paid for and non-assessable.

However, such insurance policies may be subject to insurer audits. h. City Option to Obtain Coverage. During the continuance of a Default arising from the failure of New Borrower to carry any insurance required by this Agreement, City may, at its sole option, purchase any such required insurance coverage and City shall be entitled to immediate payment from the defaulting Party of any premiums and associated reasonable costs paid by City for such insurance coverage. Any amount becoming due and payable to City under this Section 505 that is not paid within fifteen (15) calendar days after written demand from City for payment of such amount, within an explanation of the amounts demanded, will bear interest from the date of the demand at the rate of eight percent (8%) per annum or the maximum interest rate allowed by applicable law, whichever is less. Any election by City to purchase or not to purchase insurance otherwise required by the terms of this Agreement to be carried by any Party shall not relieve that Party of its obligation to obtain and maintain any insurance coverage required by this Agreement. i. Separation of Insured. All Liability Insurance and Automobile Liability Insurance shall provide for separation of insured for New Borrower and the City. Insurance policies obtained in satisfaction of or in accordance with the requirements of this Agreement may provide a cross-suits exclusion for suits between named insured persons, but shall not exclude suits between named insured persons and additional insured persons. j. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions under insurance policies required by this Agreement shall be declared to and approved by City. New Borrower shall pay all such deductibles or self-insured retentions regarding City or, alternatively, the insurer under each such insurance policy shall eliminate such deductibles or self-insured retentions with respect to City.
k. No Separate Insurance. New Borrower shall carry separate or additional insurance concurrent in form or contributing in the event of loss with that required under this Agreement, unless City is made an additional insured thereon, as required by this Agreement. l. Insurance Independent of Indemnification. The insurance requirements of this Agreement are independent of the Parties” indemnification and other obligations under this Agreement and shall not be construed or interpreted in any way to satisfy, restrict, limit, or modify the Parties” indemnification or other obligations or to limit the Parties” liability under this Agreement, whether within, outside, or in excess of such coverage, and regardless of solvency or insolvency of the insurer that issues the coverage; nor shall the provision of such insurance preclude City from taking such other actions as are available to it under any other provision of this Agreement or otherwise at law or in equity. 506. Indemnity.

Agenda Item #12.1.

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18 506.1 New Borrower Indemnity Obligations. New Borrower shall indemnify City against any claim to the extent such claim arises from any wrongful intentional act or negligence of New Borrower. New Borrower shall also indemnify City against any and all of the following: (a) any application made by or at New Borrower’s request; (b) any agreements that New Borrower (or anyone claiming by or through New Borrower) makes with a Third Person regarding the Property or the Project; (c) any workers compensation claim or determination relating to any employee of New Borrower or their contractors; (d) any Prevailing Wage Action relating to this Agreement or the Project; (e) any Environmental Claim attributable to any action or failure to act by New Borrower. New Borrower assumes the risk of delays and damages that may result to New Borrower from any Third Person legal actions related to City’s approval of this Agreement or any associated approvals by City, except in the event of gross negligence or willful misconduct by City, and (f) any claim for relocation assistance or benefits relating to or arising from any residents at the Property. If a Third Person files a legal action regarding City’s approval of this Agreement or any associated approval (exclusive of legal actions alleging violation of Government Code Section 1090 by elected officials of City), New Borrower shall indemnify City against such Third Person legal action, including all legal costs, monetary awards, sanctions, attorney fee awards, expert witness and consulting fees, and the expenses of any and all financial or performance obligations resulting from the disposition of the legal action.

City shall reasonably cooperate in its defense in any legal action subject to this Section 506 subject to New Borrower’s indemnity obligations for such legal action. Nothing contained in this Section 506 is intended to be nor shall be deemed or construed to be an express or implied admission that City may be liable to New Borrower or any other party for damages or other relief regarding any alleged or established failure of City to comply with any law. Any legal action that is subject to this Section 506 (including any appeal periods and the pendency of any appeals) shall constitute an Enforced Delay and the time periods for performance by any Party under this Agreement may be extended pursuant to the provisions of this Agreement in Section 803. 506.2 Independence of Insurance Obligations. The indemnification obligations made by New Borrower under this Agreement shall not be construed or interpreted as in any way restricting, limiting, or modifying New Borrower insurance or other obligations under this Agreement. New Borrower’s obligation to indemnify City under this Agreement is independent of New Borrower’s insurance and other obligations under this Agreement. New Borrower’s compliance with its insurance obligations and other obligations under this Agreement shall not in any way restrict, limit, or modify New Borrower’s indemnification obligations under this Agreement and are independent of New Borrower’s indemnification and other obligations under this Agreement.
506.3 Survival of Indemnification and Defense Obligations. The indemnity and defense obligations of the Parties under this Agreement shall survive the expiration or earlier termination of this Agreement, until any and all actual or prospective claims regarding any matter subject to an indemnity obligation under this Agreement are fully, finally, absolutely and completely barred by applicable statutes of limitations. 506.4 Indemnification Procedures. Wherever this Agreement requires any Party to indemnify the other Party:
a. Prompt Notice. The indemnifying Party shall promptly notify the other Party of any claim.

Agenda Item #12.1.

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19 b. Selection of Counsel. The indemnifying Party shall select counsel reasonably acceptable to the other Party. Counsel to indemnifying Party’s insurance carrier that is providing coverage for a claim shall be deemed reasonably satisfactory, except in the event of a potential or actual conflict of interest for such counsel regarding such representation or such counsel proves to be incompetent regarding such representation. Even though the indemnifying Party shall defend the claim, the other Party may, at its option and its own expense, engage separate counsel to advise it regarding the claim and its defense. The other Party’s separate counsel may attend all proceedings and meetings. The indemnifying Party’s counsel shall actively consult with the other Party’s separate counsel. The indemnifying Party’s counsel shall, however, control the defense, except to the extent that the other Party waives its rights to indemnity and defense of such Claim.
c. Cooperation. The other Party shall reasonably cooperate with the indemnifying Party’s defense of the other Party.
d. Settlement. The indemnifying Party may only settle a claim without the consent of other Party, if the claim is within the policy limits of applicable insurance policies provided in satisfaction of the requirements of this Agreement and such settlement procures a release of other Party from the subject claims, does not require other Party to make any payment to the claimant and neither the indemnified Party nor indemnifying Party on behalf of the indemnified Party admits any liability.
e. Insurance Proceeds. The indemnifying Party’s obligations shall be reduced by any net insurance proceeds actually received by the other Party for the matter giving rise to the indemnification obligation.
507. Financial Statements and Reports. New Borrower shall furnish to City, on an annual basis on or before the anniversary of the execution of the Promissory Note, the financial statements of New Borrower, which may be internally prepared, on a consolidating and consolidated basis and in conformity with GAAP, consisting of at least statements of income, cash flow, changes in financial position and stockholders” equity, and a consolidated balance sheet, setting forth in each case in comparative form corresponding figures from the previous financial statements delivered to City pursuant to this Section. 508. Books and Records. New Borrower shall maintain on a current basis complete records pertinent to expenditures incurred under this Agreement, including books of original entry, source documents supporting accounting transactions, service records, a general ledger, canceled checks, and related documents and records to assure proper accounting of funds and performance under this Agreement, for a period of three (3) years after the termination of all activities funded under this Agreement, or after the resolution of all Federal audit findings, whichever occurs later. Records for non-expendable property acquired with funds under this Agreement shall be retained for three (3) years after final disposition of such property. Records for any displaced person must be kept for three (3) years after he/she has received final payment.

Such records shall be kept in a form approved by City. New Borrower shall furnish any and all information and reports which may be required by City. New Borrower shall permit access to books, records and accounts by City or its representatives and employees for the purposes of investigation to ascertain compliance with all applicable rules, regulations and orders, and for the Agenda Item #12.1.

83578.00012\42274830.1
20 purpose of evaluating and monitoring Borrower’s performance and compliance with the provisions of this Agreement.
509. Compliance. New Borrower shall comply and shall cause the Property and Project to comply at all times in all material respects with all Governmental Requirements to which they may be subject.
600. REHABILITATION
601. Covenant to Complete the Rehabilitation Work. New Borrower covenants to and for the exclusive benefit of City that New Borrower shall commence, pursue and complete the Rehabilitation Work described in Attachment No. 5 (“Rehabilitation Work”) in accordance with the timeframes and other requirements of this Agreement, including but not limited to the commitment not to displace or require the permanent relocation of any tenants as a result of the Rehabilitation Work. The covenants of this Section shall run with the Property until the issuance of a Certificate of Completion for the Rehabilitation Work. 602. Cost of Rehabilitation Work. All cost and expense in performing the Rehabilitation Work, and for all materials and equipment related thereto, shall be borne solely by New Borrower.
603. Licensed General Contractor. The Rehabilitation Work must be performed by a licensed general contractor approved by City in writing, which approval City shall not unreasonably withhold.
604. Construction Contract. The licensed contractor(s) selected by New Borrower shall perform the Rehabilitation Work pursuant to a construction contract (the “Construction Contract”) entered into by and between the New Borrower and contractor. The Construction Contract must be approved by City in writing, which approval shall not be unreasonably withheld, prior to the Commencement of Construction.
605. Permits and Approvals. Before Commencement of Construction, and except with respect to any Rehabilitation Work, New Borrower shall secure or cause to be secured any and all land use and other entitlements, permits and approvals which may be required pursuant to any Governmental Requirements related to rehabilitation of the Project. City staff will work cooperatively with New Borrower to assist in coordinating the expeditious processing and consideration of all necessary permits, entitlements and approvals. 606. Anti-Discrimination. New Borrower, for itself and its successors and assigns, agrees that, in performing the rehabilitation of the Project, it shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, gender, gender identity, gender expression, sexual orientation, marital status, national origin, ancestry, familial or marital status, disability, veteran or military status, genetic information, political affiliation or opinion, medical condition, pregnancy or pregnancy-related condition, or condition of physical or mental disability or other handicap, age, or source of income or status with regard to public assistance. New Borrower will take affirmative action to insure that all employment practices are free from such discrimination. Such employment practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, Agenda Item #12.1.

83578.00012\42274830.1
21 termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. New Borrower agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting agency setting forth the provisions of this nondiscrimination clause.
700. USE AND MAINTENANCE OF THE PROPERTY; NONDISCRIMINATION;

RIGHTS OF SECURITY FINANCING HOLDERS
701. Restrictive Covenants. New Borrower covenants and agrees for itself, its successors, assigns, and every successor in interest to devote the St. Helena Property to an affordable housing project in accordance with the terms of the Affordable Housing Covenant. 702. Maintenance of the Property. For the period of time set forth in Section 705, New Borrower shall keep the Property in good condition, order and repair and shall not commit waste or permit impairment, demolition or deterioration of the Property; shall comply with all applicable state and federal regulations addressing the physical condition of the Property and buildings located on the Property and all applicable standards of the City including but not limited to building standards, planning regulations, and utilities code; shall complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed and to pay when due all claims for labor performed and materials furnished; shall maintain the buildings in a habitable condition; and do all other acts which from the character or use of the Property may be reasonably necessary. City shall have the right to inspect the Property during normal business hours, provided New Borrower and the occupant are given at least seventy-two (72) hours written notice prior to any such inspection. 703. Obligation to Refrain from Discrimination.
703.1 New Borrower will not discriminate against any employee or applicant for employment because of race, color, religion, sex, gender, gender identity, gender expression, sexual orientation, marital status, national origin, ancestry, familial or marital status, disability, veteran or military status, genetic information, political affiliation or opinion, medical condition, pregnancy or pregnancy-related condition, or condition of physical or mental disability or other handicap, age, or source of income or status with regard to public assistance. New Borrower will take affirmative action to insure that all employment practices are free from such discrimination.

Such employment practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. New Borrower agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting agency setting forth the provisions of this nondiscrimination clause.
703.2 New Borrower agrees that there shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, religion, sex, gender, gender identity, gender expression, sexual orientation, marital status, national origin, ancestry, familial or marital status, disability, veteran or military status, genetic information, political affiliation or opinion, medical condition, pregnancy or pregnancy-related condition, or condition of physical or mental disability or other handicap, age, or source of income or status with regard to public assistance in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of Agenda Item #12.1.

83578.00012\42274830.1
22 the Property, nor shall New Borrower itself or any person claiming under or through New Borrower, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property.
704. Rights of Access. For the purposes of assuring compliance with this Agreement, representatives of the City shall have the reasonable right of access to the Property without charges or fees for the purpose of inspection of the Property as to maintenance of the improvements thereon. Such representatives of the City shall be those who are so identified in writing by the City Manager, or his/her designee.
705. Effect and Duration of Covenants. The covenants contained in Sections 701 and 702 of this Agreement shall remain in effect for fifty-seven (57) years commencing with the date the Affordable Housing Covenant is recorded on the St. Helena Property. The covenants against discrimination contained in Section 703 of this Agreement shall remain in effect in perpetuity.

The covenants established in this Agreement shall, without regard to technical classification and designation, be binding on the part of the New Borrower and any successors and assigns to the St. Helena Property or any part thereof, and the tenants, lessees, sublessees and occupants of the St. Helena Property, for the benefit of and in favor of the City and any successor in interest thereto.
800. DEFAULTS AND REMEDIES
801. Default. A party to this Agreement shall be in default if it fails to perform or satisfy any obligation or requirement set forth (A) herein within thirty (30) days of receiving written Notice from the non-defaulting party of such default, provided that in the case of a default that cannot with reasonable diligence be cured within thirty (30) days after the effective date of such Notice, such thirty (30) day period shall automatically be extended if and only for so long as Borrower does all of the following: (i) within thirty (30) days after Notice of such default, advise the City of the intention of Borrower to take all reasonable steps to cure such default; (ii) duly commence such cure within such period, and then diligently prosecute such cure to completion; and (iii) complete such cure within a reasonable time under the circumstances; or (B) under any applicable Loan Document after any applicable cure period.

City agrees to provide to Borrower’s limited partner a copy of any Notice of default delivered to Borrower hereunder and to accept any cure made or tendered by Borrower’s limited partner as if made or tendered by Borrower.
802. Remedies.
802.1 City. Upon default by New Borrower subject to applicable notice and cure periods, Borrower shall immediately remit to City all cost and expense, interest and principal due City under the Amended and Restated Promissory Note. 802.2 New Borrower. Upon default by City, New Borrower’s sole remedy for such breach shall be to institute an action at law or equity to seek specific performance of the terms of this Agreement. New Borrower shall not be entitled to recover damages for any default by City hereunder. Such legal actions must be instituted in the Superior Court of the County of Agenda Item #12.1.

83578.00012\42274830.1
23 Napa, State of California, or in the United States District Court for the District of California in which Napa County is located.
803. Rights and Remedies Cumulative. The rights and remedies of City hereunder are cumulative, and the exercise by City of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default caused by New Borrower.
900. GENERAL PROVISIONS
901. Notices. Any notice required or authorized under this Agreement or under any other Loan Document, or service of process, shall be effective if, and only if, in writing and if, and only if, personally served or mailed, postage prepaid, by registered or certified mail, to the party in question at the address shown below:

Agenda Item #12.1.

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24 Borrower:

And:

Hunt’s Avenue Associates, LP, a California limited
partnership
150 Camino Dorado
Napa, CA 94558
Attention: Erica R. Sklar
Hunt Pradera II, L.P., a California limited partnership c/o BRIDGE Housing Corporation
600 California Street, Suite 900
San Francisco, CA 94108
Attention: Smitha Seshadri
c/o Napa Valley Community Housing
150 Camino Dorado
Napa, CA 94558
Attention: Erica R. Sklar
With a copy to:

MCC Housing LLC
c/o Merritt Community Capital Corporation
1901 Harrison Street, Suite 1650
Oakland, California 94612
Attention: President & CEO
And a copy to: Gubb & Barshay LLP
235 Montgomery Street, Suite 1110
San Francisco, CA 94104
Attn: Evan Gross
City : City of St. Helena
1088 College Avenue
St. Helena, California 94574
Attn: City Manager
With a copy to: Best Best & Krieger LLP
500 Capitol Mall, Suite 1700
Sacramento, CA 95814
Attn: Ethan Walsh
An address set forth in this Section may be changed by the respective party providing the other party with written notice indicating the new address for purposes of this Section. 902. Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement.

Agenda Item #12.1.

83578.00012\42274830.1
25 903. Enforced Delay; Extension of Times for Performance. In addition to specific provisions of this Agreement, performance by a party hereunder shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended, where delays or defaults are due to: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics and pandemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; inability to secure necessary labor, materials or tools; acts or omissions of the other party; acts or failures to act of any other public or governmental agency or entity (other than the acts or failures to act of City which shall not excuse performance by City); or any other cause beyond the control or without the fault of the party claiming an extension of time to perform.

Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the mutual agreement of City and Borrower. Notwithstanding any provision of this Agreement to the contrary, the lack of funding to complete the rehabilitation of the Project on the Property shall not constitute grounds of enforced delay pursuant to this Section.
904. Transfers of Interest in Property or Agreement.
904.1 Prohibition. The qualifications and identity of Borrower are of particular concern to City. It is because of those unique qualifications and identity that City has entered into this Agreement with Borrower. Borrower shall not transfer, assign, sell or grant any interest in this Agreement or any portion of the Property except as expressly set forth herein. 904.2 Permitted Transfers. City approval of a transfer of this Agreement or an interest in the Property, or any part thereof, shall not be required in connection with any of the following transfers:
(a) The conveyance or dedication of any portion of the Property to City or other appropriate governmental agency, or the granting of easements or permits, to facilitate the rehabilitation of the Project;
(b) The assignment and assumption authorized under Section 303; (c) Any mortgage, deed of trust, or other form of conveyance for all or any portion of the Senior Loan, but Borrower shall notify City in advance of any such mortgage, deed of trust or other form of conveyance for financing pertaining to the Property; (d) A transfer of limited partner interests in Borrower pursuant to the Partnership Agreement;
(e) Exercise by Hunt Pradera II, LLC, a California limited liability company, of either the option to purchase or the right of first refusal with respect to the Project or the limited partner’s interest therein, pursuant to that certain Right of First Refusal and Option Agreement entered into concurrently with the Partnership Agreement; and, Agenda Item #12.1.

83578.00012\42274830.1
26 (f) The lease of residential units at the St. Helena Project to qualified tenants in accordance with the Affordable Housing Covenant; In the event of a transfer by Borrower under subparagraphs (a) through (d), inclusive, not requiring City’s prior approval, Borrower nevertheless agrees that at least ten (10) days prior to such assignment it shall give written notice to City of such transfer and satisfactory evidence that the transferee has assumed the obligations of this Agreement, if applicable. 905. Relationship Between City and Borrower. It is hereby acknowledged that the relationship between City and Borrower is not that of a partnership or joint venture and that City and Borrower shall not be deemed or construed for any purpose to be the agent of the other.

Accordingly, except as expressly provided herein, City shall have no rights, powers, duties or obligations with respect to the Project, operation, maintenance or management of the Property.

Borrower agrees to indemnify, hold harmless and defend City from any claim made against City arising from a claimed relationship of partnership or joint venture between City and Borrower with respect to the Project, operation, maintenance or management of the Property. 906. No Third Party Beneficiaries. This Agreement is made for the sole protection of City and Borrower and their respective permitted successors and assigns, and no other person or persons shall have any right of action hereon, nor should any laborer, materialman, subcontractor, or other third party rely upon the funds deposited hereunder as a source of payment for work done or labor and/or materials supplied in respect to the improvements contemplated hereunder or otherwise, notwithstanding any representation to the contrary made by Borrower or any other person. This Agreement and the other Loan Documents contain all of the terms and conditions agreed to by Borrower, and no other agreement regarding the subject matter of this Agreement, unless it is in writing and signed by the City and Borrower, shall be deemed to exist or to bind any party hereto.
907. Signs. During the rehabilitation of the Project on the Property City may place or require to be placed signs upon the Property, for public display, stating City is providing financing for the Project.
908. City Implementation. The City shall implement this Agreement through its City Manager. The City Manager is hereby authorized by the City to issue approvals, interpretations, waivers and enter into certain amendments to this Agreement on behalf of the City, to the extent that any such action(s) does/do not increase the obligations or liabilities of the City. All other actions shall require the consideration and approval of the City Council. Nothing in this Section shall restrict the submission to the City Council of any matter within the City Manager’s authority under this Section, in the City Manager’s sole and absolute discretion, to obtain the City Council’s express and specific authorization on such matter. The specific intent of this Section is to authorize certain actions on behalf of the City by the City Manager, but not to require that such actions be taken by the City Manager, without further consideration by the City Council.
909. Counterparts. This Agreement may be executed in any number of counterparts and by different signatories hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument, for the same effect as if all signatories hereto had signed the same signature Agenda Item #12.1.

83578.00012\42274830.1
27 page. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signatures thereon and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages.
910. Integration. This Agreement and the Loan Documents contain the entire understanding between the parties relating to the transaction contemplated by this Agreement.

All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into the Loan Documents and shall be of no further force or effect. Each party is entering into the Loan Documents upon the representations set forth in the Loan Documents and upon each party’s own independent investigation of any and all facts such party deems material.
911. Titles and Captions. Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of this Agreement or of any of its terms.

Reference to section numbers are to sections in this Agreement, unless expressly stated otherwise.
912. Interpretation. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The word “including” shall be construed as if followed by the words “without limitation.” This Agreement shall be interpreted as though prepared jointly by both parties.
913. No Waiver. City may at any time and from time to time waive any one or more of the terms or conditions contained in this Agreement, but any such waiver shall be deemed to be made pursuant to this Agreement and not in modification thereof, and any such waiver in any instance or under any particular circumstances shall not be construed a waiver of such term or condition or of any subsequent default. In order to be effective, all such waivers must be in writing. The failure of City to promptly exercise its rights or remedies shall not be deemed to be a waiver or grounds for the claim of estoppel.
914. Modifications. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance signed on behalf of each party.
915. Severability. If any term, provision, condition or covenant of this Agreement or its application to any party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law.
916. Incorporation of Recitals. The recitals set forth above, and all defined terms set forth in such recitals and in the introductory paragraph preceding the recitals, are hereby incorporated into this Agreement as if set forth in full.

Agenda Item #12.1.

83578.00012\42274830.1
28 917. Incorporation of Attachments. All attachments referenced in this Agreement are hereby incorporated into this Agreement by this reference. 918. Legal Advice. Each party represents and warrants to the other the following: they have carefully read the Loan Documents, and in signing the Loan Documents, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in the Loan Documents, or have knowingly chosen not to consult legal counsel as to the matters set forth in the Loan Documents; and, they have freely signed the Loan Documents without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party, or their respective agents, employees, or attorneys, except as specifically set forth in the Loan Documents, and without duress or coercion, whether economic or otherwise.
919. Time of Essence. Time is expressly made of the essence with respect to the performance by City and Borrower of each and every obligation and condition of the Loan Documents.
920. Cooperation. Each party agrees to cooperate with the other in this transaction and, in that regard, shall execute any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement including, but not limited to, releases or additional agreements.
921. Conflicts of Interest. No member, official or employee of City shall have any personal interest, direct or indirect, in the Loan Documents, nor shall any such member, official or employee participate in any decision relating to the Loan Documents which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested.
922. Time for Acceptance of Agreement. This Agreement, when executed by Borrower and delivered to City, must be authorized, executed and delivered by City on or before forty-five (45) days after signing and delivery of this Agreement by Borrower or this Agreement shall be void, except to the extent that Borrower shall consent in writing to a further extension of time for the authorization, execution and delivery of this Agreement. 923. Agreement Binding. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. 924. Non-Liability of Officials and Employees of City. No member, official or employee of City shall be personally liable to Borrower, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Borrower or its successors, or on any obligations under the terms of the Loan Documents. Borrower hereby waives and releases any claim it may have against the members, officials or employees of City with respect to any default or breach by City or for any amount which may become due to Borrower or its successors, or on any obligations under the terms of the Loan Documents.

Borrower makes such release with full knowledge of Civil Code Section 1542 and hereby waives any and all rights thereunder to the extent of this release, if such Section 1542 is applicable.

Section 1542 of the Civil Code provides as follows:

Agenda Item #12.1.

83578.00012\42274830.1
29 “A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
[Signatures to appear on the following page.]
Agenda Item #12.1.

83578.00012\42274830.1
30 IN WITNESS WHEREOF, City and Borrower have executed this Agreement on the respective dates set forth below.

Date:

CITY:

CITY OF ST. HELENA, a municipal corporation
By:
[insert name]
Title: ___________________
ATTEST:

City Clerk
APPROVED AS TO FORM:

Ethan Walsh
City Attorney
Date: ORIGINAL BORROWER/ASSIGNOR:

Hunt Avenue Associates, a California Limited
Partnership
By: Hunt’s Grove, Inc., a California nonprofit public
benefit corporation, its General Partner
By:

Name: Erika R. Sklar
Title: President
Agenda Item #12.1.

83578.00012\42274830.1
31 NEW BORROWER/ASSIGNEE:

Hunt Pradera II, L.P.,
a California limited partnership
By: Hunt Pradera II, LLC,
a California limited liability company,
its General Partner
By: BRIDGE Housing Corporation,
a California nonprofit public benefit corporation,
its Managing Member
By: ______________________________
Smitha Seshadri
Executive Vice President
By: Napa Valley Community Housing,
a California nonprofit public benefit corporation,
its Managing Member
By: ______________________________
Erica R. Sklar
President and Chief Executive Officer
Agenda Item #12.1.

83578.00012\42274830.1
Attachment 1
ATTACHMENT NO. 1

LEGAL DESCRIPTION

TO BE ADDED
Agenda Item #12.1.

83578.00012\42274830.1
Attachment 2

#42255612v1<IMANAGE> - Hunt's Grove_City of St Helena Loan Amendment UPDATED DRAFT 5.2.24 ATTACHMENT NO. 2

FORM OF AMENDED AND RESTATED PROMISSORY NOTE

AMENDED AND RESTATED PROMISSORY NOTE
(Hunt’s Grove Affordable Housing Loan)
Principal Sum Not to Exceed _________, 2024
$431,449.00 St. Helena, California

1. FUNDAMENTAL PROVISIONS.

The following terms will be used as defined terms in this Amended and Restated Promissory Note (as it may be amended, modified, extended and renewed from time to time, this “Note”).

All capitalized terms not herein defined shall have the meaning set forth in the Agreement For Amendment, Assignment, and Assumption of Affordable Housing Loan.

Lender/Payee: City of St. Helena, a California municipal corporation.

Borrower/Maker: Hunt Pradera II, L.P., a California limited partnership Principal Amount: Four Hundred Thirty One Thousand Four Hundred Forty Nine Dollars ($431,449.00).

Accrued Interest: Added to Principal as of Closing.

Interest Rate: 4.45% per annum, compounded annually, as modified based on the Applicable Federal Rate at time of closing.

Default Interest Rate: Eight percent (8%) per annum.

Maturity Date: _________, 2081, unless the Maturity Date is accelerated as otherwise provided in this Note.

Business Day: Any day of the year other than Saturdays, Sundays and legal holidays on which Lender’s main office at 1088 College Avenue St. Helena, California 94574, is closed.

Deed of Trust: That certain Amended and Restated Deed of Trust, Assignment of Rents Security Agreement and Fixture Filing of even date herewith executed by Borrower, as “Trustor”, for the benefit of Lender, as “Beneficiary”.

Loan Documents: The Agreement For Amendment, Assignment, and Assumption of Agenda Item #12.1.

83578.00012\42274830.1
Attachment 2

Affordable Housing Loan, this Amended and Restated Promissory Note, the Amended and Restated Deed of Trust, and all other documents securing the repayment of the Note, and instruments executed by the Borrower.

Loan: The loan from Lender to Borrower, which was assigned and assumed pursuant to the Agreement For Amendment, Assignment, and Assumption of Affordable Housing Loan, with all principal and accrued interest, and evidenced by this Note and/or the Loan Documents.

Property: The real estate located at 548 Hunt Avenue in the City of St.

Helena, California, and all improvements thereon, and the real estate located at 38 Brannan Street in the City of Calistoga, and all improvements thereon.

Project: The affordable housing projects operated on the Property, with fifty five rental units restricted for occupancy by low- and moderate-income households and with forty-seven rental units restricted for occupancy by low- and moderate-income households.

2. PROMISE TO PAY.

For value received, Borrower promises to pay to the order of Lender, at its office at 1088 College Avenue, St. Helena, California 94574, or at such other place as the Lender hereof may from time to time designate in writing, the Principal Amount together with interest thereon, Accrued Interest, and all other sums due under and secured by the Deed of Trust or by any other Loan Documents.

3. INTEREST; PAYMENTS.
(a) Absent a continuing Event of Default hereunder or under any of the Loan Documents, and subject to Lender’s rights and remedies for an Event of Default, the Loan made hereunder shall bear [four and 45/100 percent (4.45%), as modified based on the Applicable Federal Rate at time of closing] annual interest compounded annually. Interest shall be calculated on the basis of a year of 365 days, and charged for the actual number of days elapsed. (b) All payments of principal and interest due hereunder shall be made (i) without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts shall be paid by Borrower, and (ii) without any other set off, claim or defense of any kind or nature. Borrower will pay the amounts necessary such that the gross amount of the principal and interest received by the holder hereof is not less than that required by this Note and/or the Loan Documents. Notwithstanding the foregoing, Borrower shall not be required to pay franchise taxes and taxes imposed on or measured by Lender’s net income or gross receipts or other taxes imposed in lieu of such taxes.

Agenda Item #12.1.

83578.00012\42274830.1
Attachment 2

(c) If any payment of principal and interest to be made by Borrower hereunder shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day.
(d) Annual Residual Receipts Payments. Commencing upon the Project placed-inservice date, by no later than [June 30] of each year, Borrower shall make a payment equal to City’s Pro Rata Share of fifty percent (50%) of all Surplus Cash generated by the Project during the previous calendar year to City to reduce the indebtedness owed under this Note (a “Residual Receipts Payment”). Each Residual Receipts Payment due pursuant to this Section shall be due and payable to the City by not later than [June 30] for the previous calendar year. (i) For purposes of this Note, “City’s Pro Rata Share” means the percentage calculated by dividing the original principal amount of this Note by the sum of the original principal amounts of (a) this Note, (b) the HCD Loan, as defined in the Loan Documents, and (c) the City of Calistoga Loan, as defined in the Loan Documents.

The City’s Pro Rata Share will be [2.94%]. By not later than [May 1] of each year following City’s issuance of a final certificate of occupancy or equivalent for the Project, Borrower shall provide to City Borrower’s calculation of Surplus Cash for the previous calendar year, accompanied by such supporting documentation as City may reasonably request.
(ii) For purposes of this Note, “Surplus Cash” means for each calendar year during the term hereof, the amount by which Gross Revenue (defined below) exceeds Annual Operating Expenses (defined below) for the Project. Surplus Cash shall also include net cash proceeds realized from any sale or refinancing of the Project, less fees and closing costs reasonably incurred in connection with such sale or refinancing, and any City-approved uses of the net cash proceeds of the sale or refinancing.
(iii) For purposes of this Note, “Annual Operating Expenses” means for each calendar year, the costs reasonably and actually incurred for operation and maintenance of the Property, which shall generally include: (i) Property taxes and assessments imposed on the Project; (ii) debt service due on a non-optional basis (excluding debt service due from residual receipts or surplus cash of the Project) on senior financing approved by the City (“Approved Senior Loans”); (iii) property management fees and reimbursements, on–site property management office expenses, and salaries of property management and maintenance personnel, not to exceed amounts that are standard in the industry and which are pursuant to a management contract approved by the City; (iv) fees for accounting, audit, and legal services incurred by Borrower's general partner in the asset management of the Property, not to exceed amounts that are standard in the industry, to the extent such fees are not included in the approved partnership/asset fees; (v) premiums for insurance required to satisfy the requirements of any lender of senior financing approved by the City or authorized by the Ground Lease; (vi) utility services not paid for directly by tenants, including water, sewer, and trash collection; (vii) maintenance and repair expenses and services; (viii) any Agenda Item #12.1.

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annual license or certificate of occupancy fees required for operation of the Project; (ix) security services; (x) advertising and marketing; (xi) accrued obligations including amounts payable under the Ground Lease or senior financing approved by the City or authorized by the Ground Lease; (xii) cash deposited into an operating reserve account as required by the holder of an Approved Senior Loan (excluding amounts deposited to initially capitalize the account); (xiii) cash deposits into reserves for capital replacements in an amount no more than $500 per unit per year or such greater amount as reasonably required by the holder of an Approved Senior Loan or as required by a physical needs assessment prepared by a third-party selected or approved by City (xiv) extraordinary operating costs specifically approved in writing by the City; (xv) payments of deductibles in connection with casualty insurance claims not normally paid from reserves, the amount of uninsured losses actually replaced, repaired or restored, and not normally paid from reserves,; (xvi) tenant services, (xvii) any previously unpaid portion of the developer fee; provided however, the aggregate amount of the developer fee may not exceed the developer fee allowable for the Project pursuant to California Tax Credit Allocation Committee regulations; (xviii) a partnership management fee payable to the general partner of Borrower and an asset management fee payable to the investor limited partner of Borrower; (xix) any tax credit adjuster payments owed to Borrower’s limited partner pursuant to the Partnership Agreement; and (xx) and other ordinary and reasonable operating expenses approved in writing by the City and not listed above. Annual Operating Expenses do not include the following: depreciation, amortization, depletion or other non-cash expenses, initial deposits to capitalize a reserve account, any amount expended from a reserve account, and any capital cost associated with the Property. (iv) For purposes of this Note, “Gross Revenue” means for each calendar year, all revenue, income, receipts, and other consideration actually received from the operation and leasing of the Property under the Ground Lease. Gross Revenue includes, but is not limited to: (i) all rents, fees and charges paid by tenants; (ii) Section 8 payments or other rental subsidy payments received for the dwelling units; (iii) deposits forfeited by tenants; (iv) all cancellation fees; (v) price index adjustments and any other rental adjustments to leases or rental agreements; (vi) net proceeds from vending and laundry room machines; (vii) the proceeds of business interruption or similar insurance not paid to senior lenders; (viii) the proceeds of casualty insurance not used to rebuild the Project and not paid to senior lenders; and (ix) condemnation awards for a taking of part or all of the Project for a temporary period. Gross Revenue does not include tenants' security deposits, loan or grant proceeds, capital contributions or similar advances. (iii) Borrower shall furnish to City, on an annual basis on or before the anniversary of the execution of this Note, and on or before each May 1 thereafter, the financial statements of Borrower, which may be internally prepared, on a consolidating and consolidated basis and in conformity with GAAP, consisting of at least statements of income, cash flow, changes in financial position and stockholders” equity, and a consolidated balance sheet, setting forth in each case in comparative form corresponding figures from the previous financial statements delivered to City pursuant to this Section. (e) Final Payment. On the Maturity Date, Borrower shall pay the City all principal Agenda Item #12.1.

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and interest remaining on the Loan.

4. PREPAYMENT.
(a) Borrower may prepay the Loan, in whole or in part, at any time and from time to time without penalty.
(b) In no event shall Borrower be entitled to re-borrow any amounts prepaid.

5. LAWFUL MONEY.

Principal and interest are payable in lawful money of the United States of America.

6. APPLICATION OF PAYMENTS/LATE CHARGE.
(a) Unless otherwise agreed to, in writing, or otherwise required by applicable law, payments will be applied first to accrued, unpaid interest, then to any unpaid collection costs, late charges and other charges, and any remaining amount to principal, provided, however, during the continuance of an Event of Default, as defined herein or in any other Loan Document, Lender reserves the right to apply payments among principal, interest, late charges, collection costs and other charges in such order of priority as Lender shall from time to time determine in its sole discretion. All prepayments shall be applied to the indebtedness owing hereunder in such order and manner as Lender may from time to time determine in its sole discretion. (b) Upon the occurrence, and during the continuance, of an Event of Default, including the failure to pay upon final maturity, Lender, may at its option and in its sole discretion: (i) increase the applicable Interest Rate on this Note to the Default Interest Rate, and/or (ii) add any unpaid accrued interest to principal and such sum will bear interest therefrom until paid at the Default Interest Rate. The undersigned acknowledges that, during the time that any amount is in default, Lender will incur losses that are impracticable, costly, and inconvenient to ascertain. Those losses include, without limitation, the ability to invest amounts then due at the current rate of return and the unavailability of liquid funds. The undersigned agrees that the interest payable hereunder represents a reasonable sum considering all of the circumstances existing on the date of the execution of this Note and represents a reasonable estimate of the losses Lender will incur by reason of late payment. The undersigned further agrees that proof of actual losses would be costly, inconvenient, impracticable, and extremely difficult to fix.

Acceptance of the interest will not constitute a waiver of the default with respect to the overdue installment and will not prevent Lender from exercising any of the other rights and remedies available under this Note and/or the Loan Documents. Notwithstanding anything contained herein, the interest rate will not exceed the maximum rate permitted by applicable law.

Agenda Item #12.1.

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7. SECURITY.

This Note is secured, among other security, by security instruments covering real property and personal property of the undersigned located in California, including, without limitation, the Amended and Restated Deed of Trust, which creates a lien on that certain real and personal property described therein.

8. EVENT OF DEFAULT.

The occurrence of any of the following shall be deemed to be an event of default (“Event of Default”) hereunder:
(a) default in the payment of principal and/or interest, and/or any other sum advanced by Lender pursuant to the terms and provisions of this Note and/or the Loan Documents within five (5) days from the date due; and/or
(b) the failure to perform any of the other terms, provisions, and obligations of the Borrower and/or any indemnitor pursuant to the Loan Documents within thirty (30) days from the receipt of written notice from the Lender (the “30 Day Notice”) that such performance was due; provided, however that if such failure is not reasonably susceptible to cure within said thirty (30) days from receipt of the 30 Day Notice and provided that (i) Borrower shall have in good faith undertaken such cure within said thirty (30) day period and (ii) Borrower shall have diligently prosecuted such cure thereafter, Borrower shall have additional time to prosecute such cure, such additional time not to exceed the one hundred twenty (120) days, from receipt by Borrower of the 30 Day Notice; City agrees to provide to Borrower’s limited partner a copy of any Notice of default delivered to Borrower hereunder and to accept any cure made or tendered by Borrower’s limited partner as if made or tendered by Borrower; (c) if any event occurs that is an Event of Default under any of the Loan Documents, the Affordable Housing Covenant and remains uncured beyond the expiration of any applicable notice and cure period.

9. REMEDIES.

Upon the occurrence, and during the continuance, of an Event of Default, then at the sole election and option of the holder hereof, the entire balance of principal together with all accrued interest thereon, and all other amounts payable by Borrower under the Loan Documents shall, without demand or notice, immediately become due and payable. Upon the occurrence of an Event of Default (and so long as such Event of Default shall continue), the entire balance of principal hereof, together with all accrued interest thereon, all other amounts due under the Loan Documents, and any judgment for such principal, interest, and other amounts due under the Loan Documents, shall bear interest at the Default Interest Rate, subject to the limitations contained in Section 14 hereof. No delay or omission on the part of the holder hereof in exercising any right or remedy under this Note and/or under any of the other Loan Documents hereof shall operate as a waiver of such right.

Agenda Item #12.1.

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10. WAIVER.

Borrower hereby waives diligence, demand for payment, presentment for payment, protest, notice of nonpayment, notice of protest, notice of intent to accelerate, notice of acceleration, notice of dishonor, and all other notices or demands of any kind (except notices specifically provided for in the Loan Documents, if any). Borrower waives to the full extent permitted by law, the right to plead any and all statutes of limitations and/or any defenses relating to marshaling of assets as a defense.

11. CHANGE, DISCHARGE, TERMINATION, OR WAIVER.

No provision of this Note may be changed, discharged, terminated, or waived except in a writing signed by the party against whom enforcement of the change, discharge, termination, or waiver is sought. No failure on the part of the holder hereof to exercise and no delay by the holder hereof in exercising any right or remedy under this Note and/or the Loan Documents and/or under the law shall operate as a waiver thereof.

12. ATTORNEY’S FEES.

The undersigned agrees to pay all reasonable costs including, without limitation, reasonable attorney fees, incurred by the holder of this Note in enforcing payment, whether or not suit is filed, including, without limitation, all costs, attorney fees, and expenses incurred by the holder of this Note in connection with any bankruptcy, reorganization, arrangement, or other similar proceedings involving the undersigned that in any way affects the exercise by the holder of this Note of its rights and remedies under this Note. All costs incurred by the holder of this Note in any action undertaken to obtain relief from the stay of bankruptcy statutes are specifically included in those costs and expenses to be paid by the undersigned. Borrower will pay to Lender all attorney fees and other costs referred to in this Section 13 on demand, together with interest from the date of the demand at the Default Rate until paid.

13. SEVERABILITY.

If any provision of this Note is unenforceable, the enforceability of the other provisions shall not be affected and they shall remain in full force and effect.

14. INTEREST RATE LIMITATION.

Borrower hereby agrees to pay an effective rate of interest that is the sum of the interest rate provided for herein, together with any additional rate of interest resulting from any other charges of interest or in the nature of interest paid or to be paid in connection with the Loan, including, without limitation, the Loan Fee and any other fees to be paid by Borrower pursuant to the provisions of the Loan Documents. Lender and Borrower agree that none of the terms and provisions contained herein or in any of the Loan Documents shall be construed to create a contract for the use, forbearance or detention of money requiring payment of interest at a rate in excess of the maximum interest rate permitted to be charged by the laws of the State of Agenda Item #12.1.

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California. In such event, if any holder of this Note shall collect monies which are deemed to constitute interest which would otherwise increase the effective interest rate on this Note to a rate in excess of the maximum rate permitted to be charged by the laws of the State of California, all such sums deemed to constitute interest in excess of such maximum rate shall, at the option of the holder, be credited to the payment of other amounts payable under this Note and/or the Loan Documents or returned to Borrower.

15. NUMBER AND GENDER.

In this Note the singular shall include the plural and the masculine shall include the feminine and neuter gender, and vice versa.

16. HEADINGS.

Headings at the beginning of each numbered section of this Note are intended solely for convenience and are not part of this Note.

17. CHOICE OF LAW.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH

THE LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES.

18. INTEGRATION.

The Loan Documents contain the complete understanding and agreement of the holder hereof and Borrower and supersede all prior representations, warranties, agreements, arrangements, understandings, and negotiations.

19. BINDING EFFECT.

The Loan Documents will be binding upon, and inure to the benefit of, the holder hereof, Borrower, and their respective successors and assigns. Borrower may not assign its obligations under the Loan Documents.

20. TIME OF THE ESSENCE.

Time is of the essence with regard to each provision of the Loan Documents as to which time is a factor.

21. SURVIVAL.

The representations, warranties, and covenants of the Borrower in the Loan Documents shall survive the execution and delivery of the Loan Documents and the making of the Loan.

22. NONRECOURSE.

Agenda Item #12.1.

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This Note is a nonrecourse obligation of Borrower. Neither Borrower nor any of its officers, directors, members, or general and limited partners shall have any personal liability for repaying the principal or interest of the Note. In any action brought to enforce the obligations of Maker under this Note, the Deed of Trust or any other instrument or agreement evidencing, securing or relating to the indebtedness evidenced by this Note, the judgment or decree shall be enforceable against Borrower solely and only to the extent of its interest in the property described in the Deed of Trust or its interest in any other security provided by Borrower as security for this Note, and Lender shall not seek any deficiency judgment against the Borrower. The foregoing provisions shall not prevent recourse to the collateral security for the loan, including but not limited to all contracts, documents, reports, surveys, materials, architectural drawings and specifications and other information related to the Project, or constitute a waiver, release or discharge of or otherwise affect the obligation to pay, any indebtedness evidenced by the loan documents executed in connection with the Project or limit the right of any person to name the Borrower or any other person claiming an interest in or right to such collateral as party defendant in any action or suit for judicial foreclosure or in the exercise of any other remedy, including injunctive or other equitable relief, under any of the loan documents executed in connection with this Project so long as no deficiency judgment shall be sought against the Borrower.

Agenda Item #12.1.

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MAKER / BORROWER:

Hunt Pradera II, L.P.,
a California limited partnership
By: Hunt Pradera II, LLC,
a California limited liability company,
its General Partner
By: BRIDGE Housing Corporation,
a California nonprofit public benefit corporation,
its Managing Member
By: ______________________________
Smitha Seshadri
Executive Vice President
By: Napa Valley Community Housing,
a California nonprofit public benefit corporation,
its Managing Member
By: ___________________________
Erica R. Sklar
President and Chief Executive
Officer
Agenda Item #12.1.

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ATTACHMENT NO. 3

FORM OF DEED OF TRUST

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of St. Helena
1088 College Avenue
St. Helena, California 94574
Attn: City Manager
Space above line for Recorder’s use only
Exempt from Recording Fees pursuant to Govt. Code § 27383 CITY OF ST. HELENA

AMENDED AND RESTATED LEASEHOLD DEED OF TRUST, ASSIGNMENT OF

RENTS, SECURITY AGREEMENT AND FIXTURE FILING
This Amended and Restated Deed of Trust (“Deed of Trust”) is made as of ________, 2024, among Hunt Pradera II, L.P., a California limited partnership, a California limited partnership (“TRUSTOR”), whose address is 600 California St, Suite 900, San Francisco CA 94108, and the CITY OF ST. HELENA, as trustee and beneficiary (hereafter, “BENEFICIARY”), whose address is 1088 College Avenue, St. Helena, California 94574.

Trustor irrevocably grants, conveys, transfers, and assigns to Trustee in trust, with power of sale and right of entry and possession, all of Trustor’s estate, right, title, and interest in, to, and under the following property (collectively, the “Property”): (a) the real property located in the City of St. Helena, Napa County, California, at 548 Hunt Avenue, known as Napa County Assessor’s Parcel No. 009-030-019-000 (the “St. Helena Property”), described on Exhibit A attached hereto and incorporated herein by this reference, and the real property located in the City of Calistoga, Napa County, California, at 38 Brannan Street, known as Napa County Assessor’s Parcel No. 011-050-027-000 (the “Calistoga Property”), together with all existing and future easements and rights affording access to the St. Helena Property and the Calistoga Property (collectively, the “Land”), (b) together with all buildings, structures, and improvements now existing or hereafter constructed thereon (the “Improvements”), (c) together with all articles of personal property now or hereafter attached to, placed upon for an indefinite term, or used in connection with the Land and/or Improvements, together with all goods and other property that are, or at any time become, so related to the Property that an interest in them arises under real estate law, or they are otherwise adjudged to be a “fixture” under applicable law (each a “Fixture,” collectively “Fixtures”), (d) together with all other property and interests of any kind or character which may be reasonably necessary or desirable to promote the present and future beneficial use and enjoyment of such real property and improvements.

1. Secured Obligations. Trustor makes the grant, conveyance, transfer, and assignment herein for the purpose of securing the following obligations (the “Secured Agenda Item #12.1.

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Obligations”): (a) payment of the principal sum of Four Hundred Thirty One Thousand Four Hundred Forty Nine Dollars ($431,449.00), with interest thereon , according to the terms of a promissory note (the “Note”) of even date herewith, executed by Trustor in favor of Beneficiary or order and any extension or renewals thereof; (b) payment of such further sums as the then record owner of the Property may borrow from Beneficiary, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust; and (c) performance of each agreement and obligation of Trustor under that certain Agreement For Amendment, Assignment, and Assumption of Affordable Housing Loan executed by Trustor and Beneficiary dated _____________, 2024 (the “Loan Amendment”), providing for the Rehabilitation Work on the Property and operation of the Property and improvements thereon as affordable housing (the “Project”); and (e) obligations under the Affordable Housing Covenant (Hunt’s Grove) dated of even date herewith (the “Affordable Housing Covenant”) recorded against the Property on even date with this Amended and Restated Deed of Trust. The payment of the amount owing pursuant to the terms of the Note by Trustor does not extinguish the rights of the Beneficiary under the Affordable Housing Covenant. This Amended and Restated Deed of Trust shall secure the Beneficiary against any default under the Affordable Housing Covenant for the term of the Affordable Housing Covenant.

2. Maintenance and Repair. Trustor shall (a) keep the Property in good condition and repair and not remove or demolish any building except as may be necessary to construct the Project; (b) complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed; (c) pay when due all claims for labor performed and materials furnished; (d) comply with all laws affecting the Property or requiring any alterations or improvements to be made; (e) not commit or permit waste; and (f) cultivate, irrigate, fertilize, fumigate, prune, and do all other acts which from the character or use of the Property may be reasonably necessary.

3. Insurance. Trustor shall maintain hazard insurance against loss by fire, hazards included with the term “extended coverage,” and any other hazards for which Beneficiary requires insurance, and liability insurance as set forth in the Loan Agreement. The insurance carrier and the insurance policies and amounts of coverage shall comply with the terms of the Loan Agreement or shall otherwise be acceptable to Beneficiary, the policies shall name Beneficiary as a loss payee or an additional insured, as applicable, the policies shall include Beneficiary as an additional insured, as applicable.

4. Defense of Security. Trustor shall appear in and defend any action or proceeding purporting to affect the security or the rights or powers of Beneficiary or Trustee. Trustor shall pay all costs and expenses, including costs of evidence of title and attorneys’ fees, in any such action or proceeding in which Trustee or Beneficiary may appear, and in any suit brought by Beneficiary to foreclose this Deed of Trust.

5. Payment of Taxes and Liens. Trustor shall pay (a) prior to delinquency, all nonabated taxes and assessments affecting the Property, including water stock assessments; (b) when due, all encumbrances, charges, and liens, with interest, on the Property, which are or appear to be prior or superior to this Deed of Trust; and (c) upon demand all reasonable and documented costs, fees, and expenses of this Deed of Trust. If Trustor fails to make any payment or to do any Agenda Item #12.1.

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act provided for in this Deed of Trust after written notice of such failure by Beneficiary and a reasonably opportunity to cure, then Beneficiary or Trustee may, without obligation to do so, and with or without notice to or demand upon Trustor, and without releasing Trustor from any obligation under this Deed of Trust: (w) make or do the same in such manner and to such extent as either may deem necessary to protect the security, Beneficiary or Trustee being authorized to enter upon the Property for such purposes; (x) appear in or commence any action or proceeding purporting to affect the security, or the rights or powers of Beneficiary or Trustee; (y) pay, purchase, contest or settle any encumbrance, charge or lien which in the judgment of either appears to be senior to this Deed of Trust; and (z) in exercising any such powers, pay allowable expenses, including attorneys’ fees.

6. Reimbursement of Costs. Trustor shall pay upon demand all reasonable and documented sums expended by Beneficiary or Trustee provided for in this Deed of Trust or allowed by law, with interest from date of expenditure at the maximum rate provided in the Note.

7. No Waiver. By accepting payment of any sum after its due date, Beneficiary does not waive its right either to require prompt payment when due of all other sums or declare a default for failure to pay.

8. Reconveyance. That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed of Trust and said note or notes to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals of such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as “the person or persons legally entitled thereto.”

9. Assignment of Rents. Subject to the rights of senior lenders, Trustor hereby absolutely and unconditionally assigns to Beneficiary all of the rents, issues, profits, royalties, revenues, income, and other benefits (collectively, the “Rents”) derived from the Property, whether now due, past due or to become due, and hereby gives to and confers upon Beneficiary, either directly or through a receiver, the right, power, and authority, but not the obligation, to collect the Rents, and to sue, either in the name of Trustor or Beneficiary, for all such Rents and to apply the same to the indebtedness secured hereby in such order as Beneficiary may determine in its sole discretion. This assignment of Rents is intended to create and shall be construed to create an absolute assignment to Beneficiary of all of Trustor’s right, title, and interest in the Rents. So long as no default exists by Trustor in the payment of any indebtedness secured hereby, or in any other covenant contained herein, or in said note or notes or in any other document evidencing or securing such indebtedness, Trustor shall have the right to collect all Rents from the Property and to retain, use, and enjoy the same. Upon the occurrence of such a default beyond any applicable notice and cure periods, without the necessity of demand or other notice to Trustor or any other act to enforce Beneficiary’s interest pursuant to this assignment, Trustor shall have no interest whatsoever in the Rents that are received by Trustor after a default, and all such Rents shall be received and held by Trustor in constructive trust for Beneficiary and delivered promptly to Beneficiary, or to a court-appointed receiver for the Property, without the necessity for further notice to, or demand upon, Trustor. Upon the occurrence of such a default, Agenda Item #12.1.

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beyond any applicable notice and cure periods, and at any time thereafter during the continuance thereof, Beneficiary may, at its option, send any tenant of the Property a notice to the effect that:
(a) a default has occurred; (b) Beneficiary has elected to exercise its rights under this assignment; and (c) such tenant is thereby directed to thereafter make all payments of Rents to or for the benefit of Beneficiary or as Beneficiary shall direct. Any such tenant shall be entitled to rely upon any notice from Beneficiary and shall be protected with respect to any payment of Rents made pursuant to such notice, irrespective of whether a dispute exists between Trustor and Beneficiary with respect to the existence of a default or the rights of Beneficiary hereunder. Any such tenant shall not be required to investigate or determine the validity or accuracy of such notice or the validity or enforceability of this assignment. Trustor hereby agrees to indemnify, defend, and hold any such tenant harmless from and against any and all losses, claims, damages or liabilities arising from or related to any payment of Rents by such tenant made in reliance on and pursuant to such notice.

10. Default and Foreclosure. Upon default by Trustor in payment or performance of any Secured Obligation, subject to any applicable notice and cure period, Beneficiary may declare all sums secured immediately due and payable by delivery to Trustee of a declaration of default and demand for sale and of a notice of default and of a notice of sale, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed of Trust, said note or notes, and all documents evidencing expenditures secured by this Deed of Trust. Upon default of any obligation secured by this Deed of Trust and acceleration of all sums due, Beneficiary may instruct Trustee to proceed with a sale of the Property under the power of sale granted in this Deed of Trust, noticed and held in accordance with California Civil Code Sections 2924, et seq., as such statutes may be amended from time to time. Trustor waives all rights it may have to require marshaling of assets or to require sales of assets in any particular order, including any rights under California Civil Code Sections 2899 and 3455.

11. Distribution of Foreclosure Proceeds. The proceeds generated by any Foreclosure (“Proceeds”) shall be distributed as follows: (i) First, senior liens and encumbrances (if any) on the Project shall be fully paid from the Proceeds; (ii) Second, Beneficiary shall be fully paid any amounts owing under the Secured Obligations; (iii) Third, to the Trustor to the extent the Trustor or its affiliate has unreimbursed predevelopment costs advanced in connection with the Project; (iv) Fourth, Beneficiary shall be paid the difference between the appraised value of the completed Project (applicable portion thereof) as restricted by the Affordable Housing Covenant (“Restricted Value”) and the Proceeds (“Differential”); (v) Fifth, any remaining Proceeds shall be distributed in accordance with California Civil Code Section 2924(k). The Differential shall be deposited in Beneficiary’s housing fund. Trustor expressly acknowledges and agrees that the Loan Agreement and this Deed of Trust constitutes a lien against the Project and the Differential, including in accordance with California Civil Code Sections 2872, 2924 to 2924h, inclusive (“Differential Lien”). In the event of a Foreclosure, for purposes of distribution of the Differential only, the Differential Lien shall be considered a junior lien or encumbrance within the meaning of California Civil Code section 2924k(a)(3). Trustor hereby irrevocably instructs any holder of the Differential or similar proceeds generated by Foreclosure to immediately disburse the Differential to Beneficiary, and agrees to defend, indemnify and hold Beneficiary and such holder harmless from any and all claims related to such distribution. As used herein, “Foreclosure” means any judicial or non-judicial foreclosure, Agenda Item #12.1.

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trustee’s sale, deed-in-lieu transfer, short sale, or similar transaction.

12. Substitution of Trustee. Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where the Property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers, and duties. Said instrument must contain the name of the original Trustor, Trustee, and Beneficiary hereunder, the book and page where this Deed of Trust is recorded, and the name and address of the new Trustee.

13. Successors and Assigns. This Deed of Trust applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors, and assigns. The term “Beneficiary” shall mean the owner and holder, including pledgees, of the secured note or notes, whether or not named as Beneficiary herein.

14. Trustee Acceptance. Beneficiary agrees to act as Trustee for this Deed of Trust, when it is duly executed and acknowledged, and made a public record as provided by law.

Trustee is not obligated to notify any party hereto of pending sale under any other deed of trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee.

15. Further Assurances. Trustor shall, at its own cost and expense, do, execute, acknowledge, and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignments, transfers, and assurances as Trustee or Beneficiary shall from time to time reasonably require, for better assuring, conveying, assigning, transferring, and confirming unto Trustee the Property and rights hereby conveyed or assigned or intended now or hereafter so to be, or which Trustor may be or may hereafter become bound to convey or assign to Trustee, or for carrying out the intention or facilitating the performance of the terms of this Deed of Trust, or for filing, registering, or recording this Deed of Trust. Trustor shall, on demand, execute and deliver, and hereby authorizes Trustee and Beneficiary, or either of them, to execute in the name of Trustor, to the extent it may lawfully do so, one or more financing statements, chattel mortgages, or comparable security instruments, to evidence more effectively the lien hereof. Immediately upon the execution and delivery of this Deed of Trust, and thereafter from time to time, Trustor shall cause this Deed of Trust, and any security instruments creating a lien or evidencing the lien hereof upon any personal property and each instrument of further assurance, to be filed, registered, or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect the lien hereof upon, and the title of Trustee to, the Property encumbered hereby.

16. Condemnation and Insurance Proceeds. Immediately upon obtaining knowledge of the institution of any proceedings for the condemnation or other taking of all or any portion of the Property, or knowledge of any casualty damage to the Property, or damage in any other manner, Trustor shall immediately notify Beneficiary thereof. Trustor hereby authorizes and empowers Beneficiary as attorney-in-fact for Trustor to make proof of loss, to adjust and compromise any claim under the insurance policies covering the Property, to appear Agenda Item #12.1.