BLACKBERG
GROUP
City of St. Helena
E0iciency and Business Transformation
Blackberg Group—RFP Response 6
Figure 3 –Blackberg City Fitness Framework:In conducting e=iciency and business transformation studies, Team Blackberg examines all elements that impact a City’s e=ectiveness and performance.
The City Fitness Framework encompasses both the Internal and External Ecosystems, which is perfect for this study because St. Helena wants to explore “service delivery improvements, speed of transactions, and clear cost savings targets that align with the mission of making it easier for residents to interact/do business with the City.” Specifically, the study must address both internal and external ecosystems.
Internal Ecosystem: In our City Fitness Framework, we identify three elements of effectiveness of any complex organization’s long-term success—Talent, Alignment, and Structure. • Talent Effectiveness: A comprehensive talent framework is critical for attracting, retaining, and developing employees that are passionate about your organization’s purpose. • Alignment Effectiveness: Aligning an organization’s purpose, strategy, culture, and adaptability are critical for long-term success. Misalignments erode trust, create controversy, and make changes nearly impossible.
• Structure Effectiveness: Structure provides the information, tools, guardrails, and coordination necessary for the organization to operate in a manner that achieves its purpose and mission while acting legally, ethically, responsibly, and economically.
Further, we also identify Elements of Performance. Elements of Performance include portfolios, programs, or projects, and ongoing operations. This study will include a heavy amount of examination of ongoing operations, and we will use a combination of techniques and standards to make recommended improvements and to equipment the management of St. Helena with tools that they can using for Quality Management and continuous quality improvement efforts (See Figure 6).
External Ecosystem: The external environment surrounding the City of St. Helena is dynamic and increasingly complex. From climate impacts and state mandates to shifting resident expectations and workforce challenges, municipalities must remain attuned to evolving external conditions to lead effectively. Leaders must maintain situational awareness of this external ecosystem to make the strategic shifts necessary to improve organizational performance. These insights into emerging trends and risks help the City anticipate how current strengths may evolve into future vulnerabilities or how today’s opportunities could turn into tomorrow’s threats. For a City like St. Helena—facing water supply concerns, housing affordability issues, infrastructure deficits, and resource constraints—external awareness is not optional; it is foundational. By better understanding the changing landscape—technological, economic, social, and environmental—St. Helena can proactively adapt its organizational systems and strategies to remain resilient, responsive, and resident-focused.
Elements of Effectiveness
§ Managers
§ Employees
§ Leadership
§ Purpose
§ Strategy
§ Culture
§ Adaptability
§ Awareness
§ Control &
Coordination
§ IT & AI Platform
Talent Alignment Structure
Elements of Performance
§ Portfolios
§ Programs
§ Projects
§ Ongoing Outcomes
Operations
§ Customers
§ Stakeholders
§ Suppliers
§ Social, Cultural, &
Societal
§ Political
§ Legal
§ Regulatory
§ Technological
§ Ethical
§ Global
INTERNAL ECOSYSTEM EXTERNAL ECOSYSTEM
Agenda Item #10.3.
BLACKBERG
GROUP
City of St. Helena
E0iciency and Business Transformation
Blackberg Group—RFP Response 7
Efficiency and Business Transformation Study Steps.
Our experts examine people, process, and technology for each Element in our City Fitness Framework. This approach ensures that we account for how the internal and external ecosystems are interconnected when drawing conclusions and making recommendations.
Figure 4 – Study Steps: Team Blackberg moves through four major steps in conducting the e=iciency and business transformation study.
Step 1—Current Assessment
The first phase of our engagement will focus on developing a clear, data-informed picture of the current state of the City of St. Helena’s operations—specifically across administrative services, public works, planning and building, and other non-safety functions as identified in the scope of work. This assessment will center on how people, processes, and technology are currently structured and aligned, including the City’s organization and governance model. The current state analysis will address (but not be limited to) the following facets:
ü Vision and Mission Clarity
ü Customer Experience and Service
Delivery Touchpoints
ü Intake and delivery process
ü Alignment to Strategic Goals
ü Operational Performance and Efficiency
ü Use of Financial, Technological, and
Administrative systems
ü Human Capital, Staffing Levels, and
Organizational Structure
ü Strengths and Opportunities
Step 2—Data Collection Plan (DCP)
To guide this analysis, we will develop a DCP that outlines sources of insight, including focus groups, stakeholder interviews, existing operational and financial data (Adopted Fiscal Year 2023/24 & 2024/25 Budget and the Long-Range Financial Forecast (LRFF)), and other available documentation. Our goal is to ensure a broad and inclusive understanding of the City's internal and external perspectives. As we identify and describe processes, we complete a Strengths, Weaknesses, Opportunities and Threats (SWOT) analysis to identify the effectiveness of the process (strengths), its areas for improvement (weaknesses), and components of the process that could be exploited to improve performance (opportunities). These insights will serve as the foundation for shaping the future-state vision and for developing actionable, City-specific recommendations in the subsequent phases of the study.
A key component of our data collection involves validating the “Customer” understanding. With a better understanding of who the customer is and what they really need, it can help our experts identify efforts of low value or no value that could be reduced or cut to provide cost saving measures and budgetary adjustments.
Additionally, it ensures our team takes a customer-centric approach at each stage of the assessment for stronger service delivery outcomes.
Agenda Item #10.3.
BLACKBERG
GROUP
City of St. Helena
E0iciency and Business Transformation
Blackberg Group—RFP Response 8
Step 3—Assess Existing Operations
Evaluate departmental structures, staffing levels, and resource allocations to enhance operational effectiveness (See Section 3A). As noted above, our team will review the 20-year comprehensive list to gain an understanding of the future needs assessment with department operating budgets and expenditures. Our team will assess existing operations to encourage a culture of innovation, collaboration, transparency, equity and inclusion to deliver quality services through a dedicated and supported workforce. Key focus areas include reviewing current retention policies, assessing employee development strategies, and understanding the need to constantly address a changing workforce. An engaged workforce ensures timely and positive customer interactions. High vacancy rates disrupt workflows and hinder departments from achieving goals. Positive service ratings reflect effective communication and responsiveness, highlighting areas for improvement and promoting a culture of services among employees.
3A) Organizational Structure and Staffing Component.
By department, our team will assess the City of St. Helena City-wide organizational chart (excluding public safety services police and fire), span and control, number of staff that directly report to a manager/supervisor, and the centralization or decentralization of certain functions.
Structure of departments and divisions (City of St. Helena – Administrative Services Department oversees Finance Division, Human Resource Division, and Utility Billing Services Division, City Manager/City Clerk, Community Development (oversees Arts, Culture, Library, Parks and Recreation, Grants and Community Engagement), and Public Works (city infrastructure – including streets, storm drains, parks, water treatment, water distribution, wastewater collection and treatment) Based upon the allocation of city positions (Adopted Fiscal Year 2023/24 & 2024/25 Budget), a significant part of the City's Operating Budget is salaries and benefits. Funding for employees who in turn provide services to our citizenry make up 45.8% of the total operational budget; amounting to $14,218,121. Authorized positions for fiscal year 2023‐2024 are 92.70 FTE's. Part‐time positions make up 14.57 FTE's of the total FTE's. Not included in the above figures are 1 Mayor, 4 Council Members, 5 Planning Commissioners, Recreation Program Instructors Figure 5 –Customer Centered Design: We use principles of customer centered design to develop a deeper and nuanced understanding of diverse customer groups.
Agenda Item #10.3.
BLACKBERG
GROUP
City of St. Helena
E0iciency and Business Transformation
Blackberg Group—RFP Response 9
or Tree Maintenance Workers who are hired on an as needed basis.
Our approach to workforce planning and staffing analysis is based on comparing two dynamic components: (1) the demand and (2) the supply of personnel with the necessary competencies to accomplish the mission. As a result of reviewing government and industrial engineering best practices, as well as years of experience and fieldtesting a workforce planning model, we have identified six elements necessary for a successful strategic workforce planning system:
• Personnel allowance management system
• Competency management system
• Functional statements for each organizational element • Workforce staffing logic and associated analytical tools • Workforce staffing evaluation plan
• Working with the leadership team and City Staff to obtain organizational buy-in We propose drawing from the same basic tenets, modified to account for the City of St. Helena organizational attributes and requirements, to conduct a comprehensive review of the current department staffing allocation, staff, and indicators to review the change instituted by recent requirements. 3B) Process Improvements and Efficiency Potential
Our experts evaluate a City’s quality of services and efficiency parameters within the context of ISO 9001, Lean Sigma, and Lean Six Sigma (See Figure 6). Rather than focus on one practice, we take an integrated approach customized to the municipality and pulling upon strengths in each practice.
Figure 6 –Process Improvement Approach: We use a combination of ISO 9001, Lean, and Six Sigma to improve service delivery, increase speed of transactions, and secure cost savings while making it easier for residents to interact and do business with St. Helena.
Lean Six Sigma and Industrial Engineering programs fully integrated to support the robust process improvement methodology characterized by the improvement model for the High Reliability Organization focuses on efficient and effective operations. Our team works to establish a platform to catalyze human performance and process performance through strategic alignment, redundancy, and establishment of scalable, agile resources to improve business performance throughout the organization.
Our Process Improvement (PI) SMEs support the provision or development of program management best Context of the
Organization Leadership Planning Support Operation Performance Evaluation Improvement
SIX SIGMA
DO CHECK ACT
LEAN
LEAN
SIX SIGMA
SIX SIGMA
PLAN
LEAN
• Five S’s
• 7M Tools
• Kaizen Events
• Value Stream
• Kanban
• Define
• Measure
• Analyze
• Improve
• Control
ISO 9001 establishes an iterative QMS that cycles through “Plan, Do, Check, Act”; whereas, Lean and Six Sigma can be used as focused tools for Operation, Performance Evaluation, and Improvement clauses.
Agenda Item #10.3.
BLACKBERG
GROUP
City of St. Helena
E0iciency and Business Transformation
Blackberg Group—RFP Response 10
practices, processes, standards, and procedures targeting the managing of program activities between Departments and other business lines.
• We will analyze program/project progress to identify and resolve issues with resource accounting, reporting, life-cycle management reviews, and impact assessments. • Identify potential risk areas to be addressed through a gap analysis between requirements and resources.
• Assist in identifying unwarranted variations in business processes to increase standardization and promote high reliability principles.
• Identify program areas to standardize by evaluating best practices. • Provide enduring strategic support to prioritize and scope Process Improvement (PI) opportunities – recurring support.
• Provide assistance and support services to ensure that people, processes, technology, and policies are optimally aligned.
• Provide recommendations to automate targeted processes to meet the mission, including updating, consolidating, and generating new policy, and leveraging information technology to streamline workflows through standardized data and network processes, templates, and tools to allow the department to perform programmatic activities more efficiently and effectively. 3C) Cost Savings Potential
Cost savings can be achieved through the application of Lean methodologies and Six Sigma (See Figure 6).
Lean focuses on maximizing customer value while minimizing waste, aiming to optimize the flow of products and services across entire value streams. This results in processes that require less human effort, space, capital, and time to produce goods or services at a lower cost and with fewer defects. Six Sigma, conversely, is a disciplined, statistical-based, data-driven approach and continuous improvement methodology designed to eliminate defects in products, processes, or services.
We will work with City Staff to evaluate the input collection (below) to review potential for cost savings.
Input:
• Learn about the budget and Long-Range Financial Projections (noted in previous steps), including trends in cost of services, goods, insurance, labor, construction, and more • Learn about city revenue sources and limitations of them • Speak with department directors and other city leaders about the services the city provides, levels of service, have discussions about the current level of service and how future growth may impact service delivery and costs
• Review comparative city data
• Develop recommendations for future levels of service, cost reductions, new revenue options (as applicable or required), combinations thereof, and incorporate them into the Final Report Output: Assessment of budget utilization to identify potential expenditure savings/reductions while maintaining service quality.
3D) Technology Utilization and Modernization
Team Blackberg uses a structured, data-driven approach to evaluate the organization’s current technology landscape, identify gaps, and propose actionable solutions for automation and digital integration. We begin by defining the scope and objectives, working closely with the City to understand its priorities, such as reducing operational costs, improving process cycle times, or enhancing customer-facing digital touchpoints. For example, the assessment might focus on specific departments like finance, operations, or customer service, or encompass Agenda Item #10.3.
BLACKBERG
GROUP
City of St. Helena
E0iciency and Business Transformation
Blackberg Group—RFP Response 11
the entire organization. Key success metrics, such as ROI, error rate reduction, or employee productivity gains, would be established to measure outcomes. We conduct kickoff meetings with executives, IT leaders, department heads, and end-users to align on expectations and gather initial insights into pain points and technology usage.
Current State Assessment. The next phase involves a thorough evaluation of the City’s existing technology stack, processes, and digital maturity. Data collection is multifaceted, combining qualitative and quantitative methods to build a comprehensive picture. We conduct interviews and surveys with stakeholders to understand workflows, technology challenges, and user experiences, while also observing processes firsthand or reviewing documentation to map operational workflows. To gauge digital maturity, we apply a Digital Maturity Framework, scoring the City across dimensions such as data analytics, cybersecurity, cloud adoption, and user experience.
This classifies the organization as a beginner, emerging, connected, or transformed entity, providing a benchmark for improvement. We then use a gap analysis to identify inefficiencies, such as manual data entry in accounts payable, redundant systems causing data silos, or underutilized software features. Risks, including legacy system vulnerabilities or cybersecurity gaps, would also be highlighted. Tools like process mining software (e.g., Celonis) for workflow visualization, IT asset management platforms (e.g., ServiceNow) for inventory tracking, and SWOT analysis for summarizing strengths, weaknesses, opportunities, and threats would support this phase, ensuring a robust understanding of the current state.
Opportunity Identification. With a clear picture of the current state, we identify opportunities where automation and digital integration can drive significant value. For automation, we focus on repetitive, rule-based tasks suitable for Robotic Process Automation (RPA), such as invoice processing or employee onboarding, which could reduce cycle times by up to 50%. Workflow automation using low-code platforms like Microsoft Power Automate would target processes with high error rates or delays, such as inventory reconciliation. We present and recommend advanced technologies, including AI for predictive analytics (e.g., demand forecasting), machine learning for fraud detection, or chatbots for customer service, for higher-impact cases. IoT and sensor-based solutions could enable real-time monitoring, such as predictive maintenance where applicable.
For digital integration, we prioritize system interoperability to eliminate data silos that hinder efficient municipal operations. For example, integrating citizen relationship management (CRM) systems with enterprise resource planning (ERP) platforms using APIs or middleware (e.g., MuleSoft) could streamline processes like permitting, licensing, or service request management, ensuring seamless data flow across departments. Migrating legacy systems to secure cloud platforms like AWS or Azure would enhance scalability, improve system resilience, and reduce IT maintenance costs, aligning with budget constraints. Centralizing data through data lakes or warehouses (e.g., Snowflake) would enable unified analytics, empowering City leaders with insights into evidence-based decision-making, such as optimizing resource allocation or addressing community needs. Resident-facing integrations, such as mobile apps or self-service portals built on platforms like Salesforce or CivicPlus, would enhance accessibility and engagement by allowing residents to report issues, pay bills, or access services online.
To prioritize these opportunities, we use a prioritization matrix, scoring each based-on impact (e.g., cost savings, service improvements, resident satisfaction) and feasibility (e.g., implementation cost, technical complexity, timeline), ensuring alignment with the city’s mission to deliver equitable and efficient public services.
Step 4—Develop a Comprehensive Set of Recommendations and Prioritize Team Blackberg translates opportunities into actionable solutions customized to the City’s needs, priorities, and budgetary constraints. These solutions would focus on enhancing service delivery, improving operational efficiency, and promoting equitable access to municipal services for all residents. For automation, short-term initiatives (0–6 months) would prioritize quick wins with minimal disruption. For example, deploying Robotic Agenda Item #10.3.
BLACKBERG
GROUP
City of St. Helena
E0iciency and Business Transformation
Blackberg Group—RFP Response 12
Process Automation (RPA) could automate high-volume tasks like processing permit applications or managing service requests, reducing processing times by up to 50%. Medium-term initiatives (6–18 months) might include implementing AI-powered chatbots to handle resident inquiries, decreasing response times by 30%, or deploying IoT sensors for real-time monitoring of municipal assets, such as water meters or fleet vehicles, to optimize maintenance schedules. Long-term strategies (18+ months) could involve developing machine learning models to predict service demands, such as waste collection needs, improving resource allocation accuracy by 20%, or automating compliance reporting to streamline audits and reduce administrative costs. For digital integration, short-term actions (0–6 months) would focus on enhancing interoperability to eliminate data silos. For instance, integrating citizen relationship management (CRM) systems with enterprise resource planning (ERP) platforms via APIs could streamline processes like complaint resolution or budget tracking, improving inter-departmental coordination. Adopting single sign-on (SSO) would simplify access to municipal systems for employees, enhancing productivity and security. Medium-term plans (6–18 months) could include migrating on-premises servers to a secure hybrid cloud model, reducing IT maintenance costs by 15%, or implementing a citizen data platform to consolidate resident data for better service planning, such as targeting community programs to underserved areas. Long-term recommendations (18+ months) might involve developing a city-wide digital twin to simulate infrastructure operations, optimizing traffic flow or emergency response, or launching a fully integrated mobile app that allows residents to report issues, pay utility bills, or access services seamlessly. These initiatives would prioritize accessibility, ensuring digital tools are user-friendly and available in multiple languages to serve diverse communities. A summary of our approach, following the steps described above, are depicted in Table 1-Project Placemat.
Agenda Item #10.3.
BLACKBERG
GROUP
City of St. Helena
E0iciency and Business Transformation
Blackberg Group—RFP Response 13
Table 1: Project Placemat
Step Actions Outcomes Requirements Mapping
Assess
Organizational State
Assess business functions through interviews,
workflow review, observations, operating budgets
and expenditures, and review the City’s
administrative process and procedures
Evaluate organization/employee’s perception and
attitude toward performance and workplace culture
Implement the Assessment Survey; Develop
the DCP, Document processes and conduct
SWOT analysis, conduct a Gap Analysis;
Develop Organizational/Business Function
Self-Assessment
Conduct a comprehensive assessment of
existing operations
Identifying inefficiencies, redundancies,
process bottlenecks, and cost savings potential
Identifying areas where technology can be used
or modernized to aid in City of St. Helena
processes
Data Collection Plan Review information acquired during Step 1 to identify and prioritize gaps; Collaboratively
review key processes; Identify efficiencies;
Deconstruct the top priority processes into
actionable components; Identify the capabilities
needed for each business function
Delineate the pivotal transformation
requirements; Apply process improvement
method; Establish a general organizational
sequence of targets; Develop an Action Plan;
Conduct analysis debrief
Process Design -
Identify Policy and
Process Improvements
Identify organization and business unit-specific
policies and processes for improvement;
Quantitatively assess the level of effort required;
Organize infrastructure for communication and
integration; Develop a system of continuous
process improvement
Build a “system” of metrics; Achieve more
predictable performance; Benchmarking Report
outlining cities of comparable size and service
levels and highlighting best practices; Produce
evidence-based, written documentation;
Develop a schedule for auditing performance
(operational efficiencies)
Prioritize
Recommendations
Developing a comprehensive set of
recommendations to improve operational
efficiency, enhance service delivery, reduce
costs, and/or optimize resource allocation.
Presenting comprehensive set of
recommendations (Transformation Strategy
Report/Final Report (deliverable) to the City
Council
Agenda Item #10.3.
BLACKBERG
GROUP
City of St. Helena
E0iciency and Business Transformation
Blackberg Group—RFP Response 14
4.0 Detailed Project Timeline and Deliverables
Team Blackberg plans to complete all tasks and deliverables within 9-months. The project Gantt Chart (See Figure 7 – next page) provides a high-level overview of the major tasks, sub-tasks, and deliverables. We will work collaboratively with City Staff to gather, analyze, and report on results. We use a “Closed-Loop Program Management (CL-PM) plan to address the organizational and management approaches necessary to ensure the success of the program. The CL-PM plan aligns to and complies with the Project Management Institute’s (PMI) Project Management Body of Knowledge (PMBOK). It also integrates International Standards Organization (ISO) 9000 quality management principles that are part of the broader Team Blackberg Quality management System. Additionally, we send transparent weekly progress reports and meet at a minimum monthly with key stakeholders to deliver a progress report.
Deliverables: Final Report summarizing a menu of strategies to achieve efficiency and business transformation.
The report shall present findings, recommendations, and potential for further inquiry emphasizing measurable outcomes such as: service delivery improvements, speed of transactions, and clear cost savings targets that align with the mission of making it easier for residents to interact/do business with the City. The final report should include (as applicable):
a. Staffing and Operational Analysis with proposed restructuring and efficiency recommendations. b. Process Improvement Recommendations identifying specific inefficiencies. c. Technology Utilization Assessment with recommendations for automation and digital integration. d. Financial Efficiency Review outlining cost-saving measures and budgetary adjustments.
Agenda Item #10.3.
BLACKBERG
GROUP
City of St. Helena
E0iciency and Business Transformation
Blackberg Group—RFP Response 15
Figure 7 – Gantt Chart: Team Blackberg plans to complete the project in six months in accordance with the following Gantt Chart.
Agenda Item #10.3.
BLACKBERG
GROUP
City of St. Helena
E0iciency and Business Transformation
Blackberg Group—RFP Response 16
Agenda Item #10.3.
BLACKBERG
GROUP
City of St. Helena
E0iciency and Business Transformation
Blackberg Group—RFP Response 17
5.0 Team Composition and Technical Qualifications
We assembled a team of Subject Matter Experts (SMEs) with more than 40 years of combined experience delivering similar services. Team includes our Project Manager/Performance Improvement SME Mr. Joseph Duhig who brings 40+ years of experience leading transformation initiatives, strategic planning and process improvements. Our Strategist Ms. Leanne Reisz brings more than a decade of experience in strategic planning, community engagement, and communications in the public sector. Qualifications and experience of key personnel below:
Project Manager (KEY)/Performance Improvement SME: Joseph Duhig, MBA, CLSSMBB
Joseph Duhig is an accomplished Senior Executive with more than 30 years of success across healthcare, technology, financial services, manufacturing and information technology industries. As both a leader and consultant, he has helped organizations navigate through uncertain times to achieve remarkable business transformation. He specializes in leading large, complex change initiatives. Whether it involved the creation of a new academic medical center as CEO of the University Medical Center Alliance in Memphis, helping to establish a global brand with Samsung Electronics, serving as transformation leader for a $1 billion investment in an electronic health record solution for Sutter Health or working to build a culture of continuous improvement across Kaiser Permanente’s Enterprise Shared Services and Finance totaling over 60,000 employees and $25 billion in annual spending, he brings together people, process and technology to enable organizations to achieve their desired future state and reliably meet their business goals. Joseph acted as a Senior Advisor to the Kaiser Permanente Performance Improvement and High Reliability Operation Model programs.
As one of the early practitioners of Health Systems Engineering, his personal passion and purpose are to improve the quality, safety, affordability, and care experience of patients and their families in accessing and receiving the care they need. From the earliest days of CQI until today, Joseph has worked with hundreds of hospitals and health systems in all 50 states. From Norton Sound Health System in Nome Alaska; Methodist Le Bonheur Healthcare in Memphis; Tripler Army Medical Center in Hawaii, Kaiser Permanente; Memorial Health in Savannah, Bon Secours Health System from Michigan to Florida; SCL Health in Kansas and Colorado; Anthem BCBS in Maine and many, many more. He has worked as a mentor, coach, teacher, strategic advisor and leader within hundreds of hospitals and with thousands of doctors, nurses, pharmacists, executives and most importantly the front-line teams engaged in care delivery every day. Today, he is proud to be known simply as “PI Joe” to the thousands of healthcare professionals whose lives and careers he has influenced. Joseph received his Bachelor of Science in Industrial Engineering and Certificate in Health Systems Engineering from the Georgia Institute of Technology. He obtained his Master of Business Administration from Wilmington University. He is a Certified Six Sigma Master Black Belt and Lean Sensei from Juran Institute. For the past 12 years he has served as faculty for the Advanced Training Program (ATP) offered by Intermountain Healthcare and recently has served as Lecturer at Loyola Marymount University teaching Big Data Analytics for Population Health in the Graduate Systems Engineering Program.
Agenda Item #10.3.
BLACKBERG
GROUP
City of St. Helena
E0iciency and Business Transformation
Blackberg Group—RFP Response 18
Ms. Reisz, Strategic Planner, has more than a decade of experience supporting public sector clients with strategic planning, analytics, community engagement programs, and strategic communications. These clients span the Department of Defense, Department of Homeland Security, Veterans Health Administration, U.S. Agency for International Development (USAID), Student Veterans of America, and more.
Additionally, she has led diverse public-private partnerships to expand public sector impact and forge stronger community partnerships that support public sector goals.
These collaborations have included new public sector partnerships with large corporations like Uber Health and Microsoft as well as smaller think tanks and academia. In addition to her expertise in strategic planning and community activations, Ms. Reisz is an expert facilitator and community event organizer—conducting dozens of offsites, strategic planning sessions, workshops, and community events each year. In 2024, she led more than 20 events, workshops, and planning sessions for the public sector. Notable public sector experience relevant to this project includes:
• Developing the 2025-2027 Strategic Plan for the Veterans Health Administration Office of Healthcare Innovation and Learning (VHA OHIL) and facilitating subsequent quarterly leadership offsites to guide actionable implementation.
• Supporting the design and development of the Federal Emergency Management Agency’s Office of the Chief Information Officer’s Strategic Plan and subsequent Actionable Roadmap. • Facilitated stakeholder interviews and multi-day offsites to craft a Department of Education Strategic Plan focused on emerging innovations. Analyzed and prioritized education-focused innovations to develop an actionable Implementation Plan for the Department. • Crafting the Defense Information Systems Agency Joint Service Provider (DISA JSP) Strategic Plan through focus groups with 60% of the workforce, interviews with other government agencies, and facilitated leadership offsites.
• Facilitating monthly DISA JSP executive leadership strategy sessions on the strategic plan’s implementation, including the development of a new operating model and governance model. • Leading dozens of community outreach events, workshops, interviews, and focus groups each year. • Expertise in mass communication—including writing that is accessible to diverse communities and resonates with citizens for increased buy-in.
We have included a summary for our Executive Leadership (Supervisory), Emily Uhl, and Spence Byrum, available to flex onto the project for specialized needs, demonstrating a depth of expertise across a breadth of disciplines for robust and actionable plans.
Emily Uhl – Emily is a United States Naval Academy graduate whose leadership and management skills were honed during her twelve years as a Nuclear-qualified Surface Warfare Officer serving the U.S. Navy and U.S.
Navy Reserve. Her commitment and adeptness in collaborating effectively with senior leadership and clients resulted in her accelerated promotions, both in the Navy and in the civilian sector.
Spencer Byrum – Spencer is a highly sought-after speaker, author, and Chief Executive Officer of HRS Consulting. He is a former Coast Guard rescue pilot, Head of Standardization and Training, and an internationallyknown expert on the subject of human performance in challenging, time-critical environments. He has developed and delivered training to all US Combat Air Forces, Air National Guard, Project Engineers, and Project Managers.
6.0 Our Collective Robust Capacity
With more than 15 years of experience and a deep bench of experts, Team Blackberg has established a robust capacity to deliver the necessary services. Our collective team is comprised of 40+ employees with 40+ years of Agenda Item #10.3.
BLACKBERG
GROUP
City of St. Helena
E0iciency and Business Transformation
Blackberg Group—RFP Response 19
experience in relevant services. This experience is heavily focused on the public sector, but it also includes international, academic, and private sector clients. Furthermore, Blackberg assigns a member of the executive leadership team to each project for oversight, reach back, and quality assurance. In addition, Blackberg has a Director of Operations for contractual and back- end operational support and a Creative Director who oversees the creative direction of all final plans and reports. These managerial resources are integrated into all pricing, ensuring they are available for surge support, quality assurance, and executive reach back on every project. We also maintain 30+ trusted 1099 resources on roster for specialized expertise.
Figure 8 –Team Blackberg Capacity: We use a combination of ISO 9001, Lean, and Six Sigma to improve service delivery, increase speed of transactions, and secure cost savings while making it easier for residents to interact and do business with St. Helena.
Jack Ellison (Certified Lean Six Sigma Master Blackbelt) is an experienced process improvement advisor and military veteran with over 15 years of leadership experience in performance improvement, operational excellence, and organizational transformation across federal, public, and private sectors. As a Certified Change Management Practitioner and Baldrige Performance Excellence Program Examiner, Jack has directed highimpact projects with a focused approach to eliminating waste, improving quality, and enhancing measurable outcomes. His data-driven, results-oriented approach has delivered sustained improvements in productivity and strategic alignment by aligning people, processes, and technology.
Agenda Item #10.3.
BLACKBERG
GROUP
City of St. Helena
E0iciency and Business Transformation
Blackberg Group—RFP Response 20
7.0 Total Costs Including Fee Structure
Task 1 Scope
Current
Assessment
- Assess business functions through interviews, workflow review, observations, operating budgets and expenditures, and review the City’s administrative process and procedures - Evaluate organization/employee’s perception and attitude toward performance and workplace culture
- Review information acquired during the current assessment to identify and prioritize gaps; Collaboratively review key processes; Identify efficiencies; Deconstruct the top priority processes into actionable components; Identify the capabilities needed for each business function; Develop Action Plan
Timeframe 1 Month
Report Current State Analysis
Cost $10,000.00
Task 2 Scope
Data Collection
Plan
- Identify organization and business unit-specific policies and processes for improvement; Quantitatively assess the level of effort required; Organize infrastructure for communication and integration; Develop a system of continuous process improvement Timeframe 1.5-months
Report Information and Insight Analysis
Cost $15,000
Task 3 Scope
Assess Existing
Operations
- Review budget and financial projections, trends in costs, revenue sources and their limitations. - Discuss service levels with directors and leaders and consider how growth may affect services and costs. Review comparative city data.
- Develop recommendations for future service levels, cost reductions, new revenue options Timeframe 5 months
Report Evaluation Plan, Process Improvement Recommendations, Financial Efficiency Review, and Technology Utilization Assessment
Cost $50,000
Task 4 Scope Timeframe Report Cost
Develop
Recommendation
- Develop Short-Term Recommendations, Mid-Term Recommendations, and Long-Term Recommendations
- Draft all sections and present to the City Council
- Refine draft deliverable with feedback and submit.
Timeframe 2.5 months
Report Final Report with Staffing and Operational Analysis, Process Improvement Recommendations, Technology Utilization Assessment, and Financial Efficiency Review.
Cost $25,000
8.0 References from Past Clients with Similar Projects
Reference 1
Name and Title Mike Palazzo, Mayor
Email Address [email protected]
Phone Number (901) 757-7201
Scope of Services
Our team partnered with the Mayor and City Administrator to combine the City’s Smart Growth Plan (its general land use plan), its Triple Bottom Line (the economic, environmental, and social sustainability plan), Agenda Item #10.3.
BLACKBERG
GROUP
City of St. Helena
E0iciency and Business Transformation
Blackberg Group—RFP Response 21
annual budget, and the Germantown Plan into a single, focused strategic approach that was compliant with Baldridge evaluation criteria. The Baldridge Excellence Framework, used for evaluating organizations including cities, focuses on seven key areas—Leadership; Strategy; Customers’ Measurement, Analysis, and Knowledge Management; Workforce; Operations; and Results. Through the unified plan, we aimed to advance measurable and sustainable improvement in the ability of all senior leadership to function as effective collegial teams in pursuit of continuous improvement for the City and its residents. Through an inclusive and participatory process with the public, we worked closely with City leadership and the community to design, develop, facilitate, and conduct two retreats for Board of Mayor and Aldermen of Germantown, TN. Over nine months, the process involved highly focused efforts, including individual meetings between HRS and the City Administrator, Mayor, Aldermen, and city department heads to assess the current state and cultivate an understanding of the importance of teamwork in maintaining Germantown's status as one of the best small cities in the country. Our team then generated reports from the retreats, including information analyses and strategic guidance to support the Baldridge package development. An integral part of all discussions revolved around the principles of high reliability organizations so that the city could be confident in its efforts that it had done everything possible to achieve the optimal result with the resources that were available.
Key elements of support included:
• Assessment and analysis of opportunities and challenges • Review of Germantown 20/20, SmartGrowth, previous retreat reports and the assessment of Baldridge criteria
• Assessment of readiness
• Planning meetings to arrange schedules, timelines, necessary documents with the City Administrator • Interviews with the Board of Mayor and Aldermen, City Administrator and key leadership • Dashboard, progress report, based on balanced scorecard metrics • Process coaching and mentoring
• Leadership and organizational readiness guidance and coaching Reference 2
Name and Title Kristopher “Kit” Teague, Executive Director Email Address [email protected]
Phone Number (650) 690-6844
Scope of Services
Blackberg supports the VHA Innovation Ecosystem with project management, process improvement, organizational structure, and technology modernization. For the organizational structure and staffing plan, our team first conducted a comprehensive audit of all programming, anticipated project needs, and different organizational models. We then facilitated a multi-day offsite with leadership to establish a recommended restructure and staffing needs. For each innovation project, we also lead process development and improvements. Rooted in Lean Six Sigma best practices, our Black Belt certified project manager then created process maps and standard operating procedures that serve as living documents for the program.
Additionally, Blackberg support a Veterans Health Venture Studio comprised of a hackathon, make-a-thon, and accelerator program. The program is specifically focused on assessing current technology utilization and creating new artificial intelligence, automations, and digital integrations within VA. Our team supports assessments, reports, and communications for the program. For all innovation programs and portfolios, our project management team monitors for financial efficiency and impact. We recently developed a master impact report for all projects and portfolios that outlines cost-savings and patient impact.
Agenda Item #10.3.
CITY OF ST. HELENA
RESOLUTION NO. 2025-__
Resolution Authorizing the City Manager to Execute a
Professional Services Agreement with Blackberg Group LLC. to perform an Efficiency and Transformation Study for a total contract amount not-to-exceed $100,000, with an option to extend for two additional years.
RECITALS
A. On March 28, 2025, a Request for Proposals (RFP) was issued to solicit proposals from qualified firms to conduct an Efficiency and Transformation Study; and B. The City received seven responses in response to the RFP; and C. Following an initial evaluation, the top three firms were invited to participate in interviews; and
D. Based on a comprehensive review of qualifications, relevant experience, proposed pricing, and overall approach, staff recommends the selection Blackberg Group LLC; and
E. The City desires to hire a Consultant to perform an Efficiency and Transformation Study not to exceed $100,000.
RESOLUTION
NOW, THEREFORE, the City Council of the City of St. Helena resolves as follows:
1. Authorize the City Manager to execute a Professional Services Agreement with Blackberg Group LLC for an Efficiency and Business Transformation Study for a total contract amount not-to-exceed $100,000.
2. Funding is as follows:
Description Fund GL Account Amount
FY 26-27 Operating
Budget General Fund 101-42-00-21-45 100,000
Total Not-To-Exceed 100,000
Agenda Item #10.3.
Approved at a Regular Meeting of the St. Helena City Council on July 22, 2025, by the following vote:
Mayor Paul Dohring:
Vice Mayor Deasy:
Council Member Barak:
Council Member Spadarotto:
Council Member Summers:
APPROVED: ATTEST:
________________________ ________________________
Paul Jamison Dohring, Mayor Erika Opp, Acting City Clerk Agenda Item #10.3.
2024 PSA Template - Efficiency and Business Transformation Study –Blackberg Group LLC. 1 CITY OF ST. HELENA
PROFESSIONAL SERVICES AGREEMENT
Efficiency and Business Transformation Study
This Agreement is made and entered into as of July 22, 2025, by and between the City of St. Helena, a public agency organized and operating under the laws of the State of California (“City”), and Blackberg Group LLC. with its principal place of business at 762 52nd Street, Norfolk, VA 23508-2087 (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:
Efficiency and Business Transformation Study (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 “B.” b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $100,000. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. 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 statement of estimated changes in fee or time schedule. An amendment to this Agreement shall Agenda Item #10.3.
2024 PSA Template - Efficiency and Business Transformation Study –Blackberg Group LLC. 2 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. Time of Performance.
The term of this Agreement shall be from August 1, 2025, to May 29, 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.
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. 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
Agenda Item #10.3.
2024 PSA Template - Efficiency and Business Transformation Study –Blackberg Group LLC. 3 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
(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:
Agenda Item #10.3.
2024 PSA Template - Efficiency and Business Transformation Study –Blackberg Group LLC. 4 (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. (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
Agenda Item #10.3.
2024 PSA Template - Efficiency and Business Transformation Study –Blackberg Group LLC. 5 (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. (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.
Agenda Item #10.3.
2024 PSA Template - Efficiency and Business Transformation Study –Blackberg Group LLC. 6 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 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
Agenda Item #10.3.
2024 PSA Template - Efficiency and Business Transformation Study –Blackberg Group LLC. 7 (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, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any 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 Agenda Item #10.3.
2024 PSA Template - Efficiency and Business Transformation Study –Blackberg Group LLC. 8 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 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.
Agenda Item #10.3.
2024 PSA Template - Efficiency and Business Transformation Study –Blackberg Group LLC. 9 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 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.
Agenda Item #10.3.
2024 PSA Template - Efficiency and Business Transformation Study –Blackberg Group LLC. 10 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 assign Joseph Duhig and/or Leanne Reisz 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:
CITY:
City of St. Helena
1088 College Avenue, St. Helena, CA 94574
Attn: Anil Comelo, City Manager
CONSULTANT:
Emily Uhl, President
Blackberg Group
762 52nd Street
Agenda Item #10.3.
2024 PSA Template - Efficiency and Business Transformation Study –Blackberg Group LLC. 11 Norfolk, VA 23508-2087
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
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.
Agenda Item #10.3.
2024 PSA Template - Efficiency and Business Transformation Study –Blackberg Group LLC. 12 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 #10.3.
2024 PSA Template - Efficiency and Business Transformation Study –Blackberg Group LLC. 13 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN CITY OF ST. HELENA
AND BLACKBERG GROUP LLC.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
CITY OF ST. HELENA BLACKBERG GROUP LLC.
By: By:
Anil Comelo Its:
City Manager
Printed Name:
APPROVED AS TO FORM:
By: _________________________________
Ethan Walsh, City Attorney
ATTEST:
By:
City Clerk
Emily Uhl (Jul 7, 2025 13:53 EDT)
Emily Uhl President, Blackberg Group Emily Uhl
Agenda Item #10.3.
2024 PSA Template - Efficiency and Business Transformation Study –Blackberg Group LLC. 14 EXHIBIT A
Scope of Services
TASK 1: Current Assessment
TASK 2: Data Collection Plan
TASK 3: Assess Existing Operations
TASK 4: Develop Recommendations and Draft Final Report and Deliver Presentation to City Manager and City Council
Agenda Item #10.3.
2024 PSA Template - Efficiency and Business Transformation Study –Blackberg Group LLC. 15 EXHIBIT B
Schedule of Charges/Payments
Consultant will invoice City on a monthly cycle or when each task is completed. Consultant will include with each invoice a detailed progress report that indicates the amount of budget spent on each task. Consultant will inform City regarding any out-of-scope work being performed by Consultant. This is a time-and-materials contract.
TASK 1: Current Assessment, $10,000
TASK 2: Data Collection Plan, $15,000
TASK 3: Assess Existing Operations, $50,000
TASK 4: Develop Recommendations and Draft Final Report and Deliver Presentation to City Manager and City Council, $25,000
Agenda Item #10.3.
2024 PSA Template - Efficiency and Business Transformation Study –Blackberg Group LLC. 16 EXHIBIT C
Activity Schedule
Approximate Schedule (based on contract approval there is at least a one-month delay in the original projected start date:
Agenda Item #10.3.
© 1988-2016 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
CERTIFICATE HOLDER
ACORD 25 (2016/03)
AUTHORIZED REPRESENTATIVE
CANCELLATION
DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE
JECT LOC PRO- POLICY GEN'L AGGREGATE LIMIT APPLIES PER:
CLAIMS-MADE OCCUR
COMMERCIAL GENERAL LIABILITY
PREMISES (Ea occurrence) $ DAMAGE TO RENTED
EACH OCCURRENCE $
MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GENERAL AGGREGATE $
PRODUCTS - COMP/OP AGG $
DED RETENTION $ CLAIMS-MADE OCCUR
$ AGGREGATE $ UMBRELLA LIAB EACH OCCURRENCE $ EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSR
LTR TYPE OF INSURANCE POLICY NUMBER
POLICY EFF
(MM/DD/YYYY) POLICY EXP(MM/DD/YYYY) LIMITS
PER
STATUTE OTH- ER
E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE
E.L. DISEASE - POLICY LIMIT
$
$
$
ANY PROPRIETOR/PARTNER/EXECUTIVE
If yes, describe under DESCRIPTION OF OPERATIONS below
(Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y / N
AUTOMOBILE LIABILITY ANY AUTO
ALL OWNED SCHEDULED
HIRED AUTOS NON-OWNED
AUTOS AUTOS
AUTOS
COMBINED SINGLE LIMIT BODILY INJURY (Per person)
BODILY INJURY (Per accident) PROPERTY DAMAGE $$
$
$
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSD
ADDL WVDSUBR
N / A
$
$
(Ea accident)
(Per accident)
OTHER:
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
INSURED
PHONE
(A/C, No, Ext): PRODUCER
E-MAIL
ADDRESS:
FAX
(A/C, No): CONTACT NAME:
NAIC #
INSURER A :
INSURER B :
INSURER C :
INSURER D :
INSURER E :
INSURER F :
INSURER(S) AFFORDING COVERAGE
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED
IN ACCORDANCE WITH THE POLICY PROVISIONS.
Acct#: 3025984 07/08/2025 LOCKTON COMPANIES, LLC 888-828-8365 3657 Briarpark Dr., Suite 700 Houston, TX 77042 Indemnity Insurance Company of North America 43575 BLACKBERG GROUP LLC 762 52ND ST NORFOLK, VA 23508-2087 A C72284021 10/01/2024 10/01/2025
X
1,000,000 1,000,000 1,000,000 [email protected] City of St. Helena 1088 College Avenue St. Helena CA 94574 ATTN: Anil Comelo, City Manager Agenda Item #10.3.
ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED?
INSR ADDL SUBR
LTR INSD WVD
PRODUCER CONTACT NAME: PHONE FAX
(A/C, No, Ext): (A/C, No): E-MAIL ADDRESS:
INSURER A :
INSURED INSURER B :
INSURER C :
INSURER D :
INSURER E :
INSURER F :
POLICY NUMBER POLICY EFF POLICY EXP TYPE OF INSURANCE (MM/DD/YYYY) (MM/DD/YYYY) LIMITS
AUTOMOBILE LIABILITY
UMBRELLA LIAB
EXCESS LIAB WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO- POLICY JECT LOC PRODUCTS - COMP/OP AGG OTHER: $ COMBINED SINGLE LIMIT
(Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $
$ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $
If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT INSURER(S) AFFORDING COVERAGE NAIC #
COMMERCIAL GENERAL LIABILITY
Y / N
N / A
(Mandatory in NH)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
CERTIFICATE HOLDER CANCELLATION
ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
$
$
$
$
$
The ACORD name and logo are registered marks of ACORD
7/7/2025
(855) 677-6418 (866) 384-3402
20702
Blackberg Group, LLC
762 W 52nd St
Norfolk, VA 23508
22748
31194
A 1,000,000
X X D02010070 9/22/2024 9/22/2025 1,000,000
5,000
1,000,000
2,000,000
2,000,000
A 1,000,000
X X D02010070 9/22/2024 9/22/2025
B 1,000,000
X X D02010094 9/22/2024 9/22/2025 1,000,000
C Professional Liab. X 107917294 9/22/2024 1,000,000
City of St. Helena, its officials, officers, employees, agents and City designated volunteers are listed as an additional insured where required by contract.
City of St. Helena
Attn: Anil Comelo, City Manager
1088 College Avenue, St.
Moraga, CA 94575
BLACGRO-01 TPART
Insperity Insurance Services, LLC.
19001 Crescent Springs Dr.
Kingwood, TX 77339 [email protected]
ACE Fire Underwriters Insurance Company
Pacific Employers Insurance Company
Travelers Casualty & Surety of America (formerly Travelers Casualt 9/22/2025
X
X
X
X X
X X
Agenda Item #10.3.
BOP-47635a (07/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 1 of 11
BUSINESSOWNERS LIABILITY ENHANCEMENTS ENDORSEMENT
Named Insured
BLACKBERG GROUP, LLC
Endorsement Number
BOP47635a0716
Policy Symbol
SER
Policy Number
D02010070
Policy Period
09-22-2024 to 09-22-2025
Effective Date of Endorsement
09-22-2024
Issued By (Name of Insurance Company)
ACE Fire Underwriters Insurance Company
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This endorsement modifies insurance provided under the following:
BUSINESSOWNERS COVERAGE FORM
TABLE OF CONTENTS
Page
Supplementary Payments – Bail Bonds And Bonds To Appeal Judgments – No Sublimit 2 Medical Expenses – Three Years To Report Expenses 2
Non-Owned Watercraft Under 55 Feet 2
Non-Owned Aircraft 2
Damage To Property – Exception For Equipment Loaned Or Rented To Insured 2 Who Is An Insured – Subsidiaries Or Newly Acquired Or Formed Organizations 3 Who Is An Insured – Employees (Including For CPR and First Aid) And Volunteer Workers 3 Additional Insured – Lessor Of Leased Equipment 4
Additional Insured – Managers Or Lessors Of Premises 4
Additional Insured - Vendors 5
Additional Insured – Other Persons Or Organizations Pursuant To Contract Or Agreement 6 Damage To Premises Rented To You – $1,000,000 7
Per Location General Aggregate Limit With Combined Total Aggregate Limit 8 Knowledge/Notice Of Occurrence 9
Bodily Injury, Including Resulting Mental Anguish 9
Coverage Territory, Limited Worldwide 10
Personal Injury, Including Discrimination, Harassment And Segregation 10 Unintentional Failure To Disclose Hazards 10
Other Insurance, Including Primary Provision 10
Waiver Of Subrogation Required By Contract 11
This endorsement modifies the coverages provided under the Businessowners Coverage Form.
Notwithstanding anything to the contrary, the provisions of the Businessowners Coverage Form apply, except as provided in this endorsement. The titles of the various paragraphs of this endorsement are inserted solely for convenience or reference and are not to be deemed in any way to limit or affect the provisions to which they relate.
A. SUPPLEMENTARY PAYMENTS – BAIL BONDS AND BONDS TO APPEAL JUDGMENTS - NO SUBLIMIT In Section II - Liability, Paragraph A. Coverages, 1. f. Coverage Extension – Supplementary Payments, subparagraphs (1)(b) and (c) are replaced by the following:
(b) The cost of bail bonds, but only for bond amounts within the available limit of insurance. We do not have to furnish these bonds.
Agenda Item #10.3.
BOP-47635a (07/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 2 of 11 (c) The cost of bonds to appeal judgments or release attachments, but only for amounts within the available limit of insurance. We do not have to furnish these bonds.
B. MEDICAL EXPENSES – THREE YEARS TO REPORT EXPENSES
In Section II – Liability, Paragraph A. Coverages, 2. Medical Expenses, subparagraph a.(b) is replaced by the following:
(b) The expenses are incurred and reported to us within three years of the date of the accident; and C. NON-OWNED WATERCRAFT UNDER 55 FEET
In Section II - Liability, Paragraph B. Exclusions, subparagraph (2) of Exclusion 1.g. Aircraft, Auto Or Watercraft is replaced by the following:
This exclusion does not apply to:
(2) A watercraft you do not own that is:
(a) Less than 55 feet long; and
(b) Not being used to carry persons or property for a charge; D. NON-OWNED AIRCRAFT
In Section II - Liability, Paragraph B. Exclusions, the following exception is added to Exclusion 1.g.
Aircraft, Auto or Watercraft in Section II – Liability:
This exclusion does not apply to an aircraft you do not own provided:
1. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot;
2. It is rented with a trained, paid crew; and
3. It does not transport persons or cargo for a charge.
E. DAMAGE TO PROPERTY - EXCEPTION FOR EQUIPMENT LOANED OR RENTED TO THE INSURED In Section II - Liability, Paragraph B. Exclusions, the following exception is added to Exclusion 1.k.
Damage To Property:
Paragraphs (3) and (4) of this exclusion do not apply to “property damage” to equipment rented or loaned to the insured, provided such equipment is not being used to perform any operations at a construction job site.
F. WHO IS AN INSURED - SUBSIDIARIES OR NEWLY ACQUIRED OR FORMED ORGANIZATIONS In Section II - Liability, Paragraph C. Who is an Insured is amended to include the following:
If there is no other insurance available, each of the following is also a Named Insured:
Agenda Item #10.3.
BOP-47635a (07/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 3 of 11
1. A subsidiary organization of the first Named Insured shown in the Declarations of which, at the beginning of the policy period and at the time of loss, the first Named Insured controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the governing body of such organization; or
2. A subsidiary organization of the first Named Insured shown in the Declarations that the first Named Insured acquires or forms during the policy period, if at the time of loss the first Named Insured controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the governing body of such organization.
G. WHO IS AN INSURED - EMPLOYEES (INCLUDING CPR AND FIRST AID) AND VOLUNTEER WORKERS In Section II - Liability, Paragraph C. Who is an Insured, Paragraph 2.a. is replaced by the following:
2. Each of the following is also an insured:
a. Your "employees" but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, no “employee” is an insured for:
(1)"Bodily injury" or "personal and advertising injury":
(a) To you, to any of your directors, managers, members, “executive officers” or partners (whether or not an “employee”) or to any co-“employee” while such injured person is either in the course of his or her employment or while performing duties related to the conduct of your business;
(b) To the brother, child, parent, sister or spouse of such injured person as a consequence of any injury described in Paragraph (a) above; or
(c) For which there is any obligation to share damages with or repay someone else who must pay damages because of any injury described in Paragraph (a) or (b) above.
With respect to “bodily injury” only, the limitations described in Paragraph 2.a.(1) above do not apply to you or to your directors, managers, members, “executive officers”, partners or supervisors as insureds. The limitations also do not apply to your “employees” as insureds, with respect to such damages caused by cardiopulmonary resuscitation or first aid services administered by such an “employee”.
(2) "Property damage" to any property owned, occupied or used by you or by any of your directors, managers, members, “executive officers” or partners (whether or not an “employee”) or by any of your “employees”. This limitation does not apply to “property damage” to premises while rented to you or temporarily occupied by you with the permission of the owner.
b. Your “volunteer workers”, but only while acting within the scope of their activities for you and at your direction.
H. ADDITIONAL INSUREDS
In Section II - Liability, Paragraph C. Who is an Insured, the following is added:
2. Each of the following is also an insured:
Agenda Item #10.3.
BOP-47635a (07/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 4 of 11
LESSOR OF LEASED EQUIPMENT
e. Any person or organization from whom you lease equipment, but only with respect to liability for “bodily injury”, “property damage” or “personal and advertising injury” caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization and only if you are required by a contract or agreement to provide them with such insurance as is afforded by this policy.
However, the insurance afforded to such additional insured:
(1)Only applies to the extent permitted by law; and
(2)Will not be broader than that which you are required by the contract or agreement to provide for such additional insured.
With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires.
MANAGERS OR LESSORS OF PREMISES
f. Any person or organization from whom you lease premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and only if you are required by a contract or agreement to provide them with such insurance as is afforded by this policy.
However, the insurance afforded to such additional insured:
(1)Only applies to the extent permitted by law; and
(2)Will not be broader than that which you are required by the contract or agreement to provide for such additional insured.
With respect to the insurance afforded to these additional insureds, the following additional exclusions apply:
This insurance does not apply to:
(1) Any “occurrence” that takes place after you cease to be a tenant in such premises. (2)Structural alterations, new construction or demolition operations performed by or for such additional insureds.
VENDORS
g. Any person or organization who is a vendor of “your products”, but only with respect to “bodily injury” or “property damage” arising out of “your products” which are distributed or sold in the regular course of the vendor’s business.
However:
(1) The insurance afforded to such vendor only applies to the extent permitted by law; and (2) If coverage provided to the vendor is required by a contract or agreement, the Agenda Item #10.3.
BOP-47635a (07/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 5 of 11 insurance afforded to such vendor will not be broader than that which you are required by the contract or agreement to provide for such vendor.
With respect to the insurance afforded to these vendors, the following additional exclusions apply:
(1) This insurance afforded the vendor does not apply to:
(a) “Bodily injury” or “property damage” for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to the liability for damages that the vendor would have in the absence of the contract or agreement;
(b) Any express warranty unauthorized by you;
(c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container;
(e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor’s premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf.
However, this exclusion does not apply to:
(i) The exceptions contained in Subparagraph (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products.
(2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container entering into, accompanying or containing such products.
With respect to the insurance afforded to these vendors, the following is added to Paragraph D.
Liability And Medical Expenses Limits Of Insurance:
If coverage provided by the vendor is required by a contract or agreement, the most we will pay on behalf of the vendor is the amount of insurance:
(1) Required by the contract or agreement; or
(3) Available under the applicable Limits Of Insurance shown in the Declarations; Agenda Item #10.3.
BOP-47635a (07/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016. Page 6 of 11 whichever is less.
This shall not increase the applicable Limits Of Insurance shown in the Declarations.
OTHER PERSONS OR ORGANIZATIONS PURSUANT TO CONTRACT OR AGREEMENT h. Any persons or organizations that you are required by a contract or agreement to provide with such insurance as is afforded by this policy. However, such a person or organization is an insured only:
(1) To the extent such contract or agreement requires the additional insured to be afforded status as an insured; and
(2) For activities that did not occur, in whole or in part, before the execution of the contract or agreement.
No person or organization is an insured under this provision:
(1) That is more specifically identified under any other provision of Paragraph C. Who Is An Insured (regardless of any limitation applicable thereto). (2) With respect to any assumption of liability in a contract or agreement. This limitation does not apply to the liability for damages the additional insured would have in the absence of the contract or agreement.
However, the insurance afforded to such persons or organizations:
(1) Only applies to the extent permitted by law; and
(2) Will not be broader than that which you are required by the contract or agreement to provide for such additional insured.
The following is added at the end of Paragraph C. Who Is An Insured:
No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations.
However, no person or organization is an insured with respect to the:
a. Ownership, maintenance or use of any assets; or
b. Conduct of any person or organization whose assets, business or organization; any Named Insured acquires, either directly or indirectly, for any:
(1) “Bodily injury” or “property damage” that occurred; or (2) “Personal and advertising injury” arising out of an offense first committed; in whole or in part, before such acquisition is executed.
With respect to the insurance afforded to the persons or organizations described in Paragraphs e., f.,. and h. above, the following is added to Paragraph D. Liability And Medical Expenses Limits Of Insurance:
The most we will pay on behalf of such person or organization is the amount of insurance:
Agenda Item #10.3.
From: Tina Cherry
Sent: Mon, 7 Jul 2025 14:44:02 +0000
Subject: RE: Blackberg Group - D02010094
Thank you!
Tina Cherry
Insurance Specialist, Insperity Insurance Services
19001 Crescent Springs Drive, Kingwood, Texas 77339
Office: 713-324-1283| Fax: 866-313-0966
[email protected]
From: Doyle, Lauren A <[email protected]>
Sent: Monday, July 7, 2025 9:10 AM
To: Tina Cherry <[email protected]>
Subject: RE: Blackberg Group - D02010094
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.
Hey Tina,
This policy has the Liability Enhancement which provides blanket AI when required by written contract. See pages 103 and 108 of the attached policy documents.
Thanks,
Lauren Doyle
Senior Underwriter, N.A. Small Business & Lower Midmarket 11525 North Community House Road, Suite 650, Charlotte, NC 28277, USA O 704-540-6661
E [email protected]
Agenda Item #10.3.
For Digital Small Business contact information, click here. • Chubb Marketplace-- https://sciagents.chubb.com/marketplace • Small Business Helpdesk –[email protected] | 800.664.8514 • Small Business Digital Concierge – [email protected] • Billing– [email protected] | 833.550.9660
• Commission - [email protected] | 800.372.4822 Option 1 • Loss Runs- https://agentview.chubb.com
• Audit - [email protected] | 877.658.2638
• Small Business Claims
o Online: https://claimshub.chubb.com/
o Email: [email protected]
o Phone: 800-CLAIMS-0 (800.252.4670)
From: Tina Cherry <[email protected]>
Sent: Monday, July 7, 2025 10:01 AM
To: Doyle, Lauren A <[email protected]>
Subject: [EXTERNAL] Blackberg Group - D02010094
Lauren,
I am needing a copy of the blanket additional insured for Blackberg Group - D02010094 I looked in the policy, but I am not seeing it. Does this policy have it? Could you please tell me where I could find it.
Thanks,
Tina Cherry
Insurance Specialist, Insperity Insurance Services
19001 Crescent Springs Drive, Kingwood, Texas 77339
Office: 713-324-1283| Fax: 866-313-0966
[email protected]
This email (including any attachments) is intended for the designated recipient(s) only, and may be confidential, non-public, proprietary, and/or protected by the attorney-client or other privilege. Unauthorized reading, distribution, copying or other use of this communication is prohibited and may be unlawful. Receipt by anyone other than the intended recipient(s) should not be deemed a waiver of any privilege or protection. If you are not the intended recipient or if you believe that you have received this email in error, please notify the sender immediately and delete all copies from your computer Agenda Item #10.3.
system without reading, saving, printing, forwarding or using it in any manner. Although it has been checked for viruses and other malicious software ("malware"), we do not warrant, represent or guarantee in any way that this communication is free of malware or potentially damaging defects. All liability for any actual or alleged loss, damage, or injury arising out of or resulting in any way from the receipt, opening or use of this email is expressly disclaimed.
Agenda Item #10.3.
Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Finance
DATE: July 22, 2025
FROM: Mandy Kellogg, Administrative Services Director
SUBJECT: Authorization of a Resolution approving a Professional Services Agreement in the amount of $160,000 between
the City of St. Helena and the St. Helena Chamber of
Commerce for FY 2025-26.
RECOMMENDED
ACTION:
Staff recommends approval of the attached resolution.
PREVIOUS COUNCIL
ACTION:
June 10, 2025 - City Council approved the FY 2025-26
and FY 2026-27 Biennial Budget with direction to staff to bring back a budget amendment for the Chamber of
Commerce funding increasing it from $125,000 to
$160,000.
STATEMENT OF THE
PURPOSE:
The purpose is to execute a Professional Services
Agreement with the St. Helena Chamber of Commerce to
provide support services related to promotion and
marketing of the City of St. Helena.
FINANCIAL IMPACT: The total financial impact is $160,000 in FY 2025-26. An amount of $125,000 was previously authorized by City
Council through the adopting of the FY 2025-26 and FY
2026-27 Biennial Budget. A budget adjustment in the
amount of $35,000 to GL Account 101-40-00-24-07
utilizing General Fund Balance will be required to increase the budget to $160,000.
BACKGROUND:
Historically the City of St. Helena has contributed monies to the St. Helena Chamber of Commerce ("Chamber") thereby augmenting the funding available to support the local business community and to market and promote St. Helena as a desirable tourist destination choice. This is a continuation of the practice for promotional and marketing services.
Through the activities carried out in each agreement, the Chamber of Commerce assists the City with promotion of businesses to generate increased hotel and sales tax revenues which contributes to the City's budget and thereby the quality of life for local residents through the funding of City services and amenities.
DISCUSSION:
Agenda Item #10.4.
During the development of the FY 2025-26 and FY 2026-27 Biennial Budget, the City continued to address structural fiscal challenges, with expenditures consistently outpacing revenues. Despite proposing approximately $1.8 million in budget reductions compared to the prior fiscal year, projections still indicate that estimated expenses will exceed estimated revenues by approximately $1.4 million.
In light of these financial constraints, staff recommended a funding allocation of $125,000 for the Chamber of Commerce for FY 2025-26, which was presented at the June 10th City Council meeting. Following thoughtful deliberation and a strong recognition of the Chamber's value to the business community, particularly its marketing and promotional efforts that support local economic activity through the Welcome Center, the City Council authorized an increased funding level of $160,000. Accordingly, staff was directed to return with a formal budget adjustment request to reflect the additional $35,000 when bringing forth the Professional Services Agreement for approval.
ENVIRONMENTAL REVIEW:
None.
GOAL:
Miscellaneous/Other
DOCUMENTS ATTACHMENTS:
DRAFT City Chamber Contract FY 2025-26.v5
Resolution - FY 2025-26 Chamber of Commerce Contract v1 Agenda Item #10.4.
WELCOME CENTER AGREEMENT BETWEEN THE CITY OF ST. HELENA AND THE ST. HELENA
CHAMBER OF COMMERCE
THIS WELCOME CENTER AGREEMENT ("Agreement") is made and entered into on July 22, 2025 ("Effective Date") by and between the City of St. Helena, a municipal corporation located in the County of Napa, State of California ("City"), and the St. Helena Chamber of Commerce, a California Non-Profit Corporation ("Chamber"). The City and Chamber are sometimes hereinafter referred to collectively as the "Parties."
RECITALS
A. City seeks to work with the Chamber of and the local business community to invest funding to market and promote St. Helena as a desirable tourist destination.
B. California Government Code Section 37110 provides the City with authorization to utilize City General Funds to, among other things, promote the City.
C. Chamber represents it is recognized by the Internal Revenue Service as a Section 501[c][6] nonprofit organization.
D. Chamber represents it is directed by an elected Board of Directors from the local business community with a professional staff, and is organized and equipped to operate, staff and provide activities/services at the Welcome Center on behalf of the City in accordance with this Agreement.
E. City and Chamber have previously entered into similar promotional and marketing services agreements.
F. The City seeks, and the Chamber desires, to further direct and focus the Welcome Center’s efforts to ensure that taxpayer funds are used exclusively to promote and markets businesses that are located within the City limits, along with other tourist facing entities following standard tourism practices that fall in alignment with a visitor center.
Therefore, for the consideration hereinafter specified, the Parties agree as follows:
Section 1. Scope of Services. Chamber shall provide the services outlined in Exhibit A attached hereto.
Section 2. Term of Agreement. The term of this Agreement shall commence on July 1, 2025, and shall terminate on June 30, 2026, unless sooner terminated in accordance with its terms.
Agenda Item #10.4.
Section 3. Compensation. For the Scope of Services provided in Exhibit A, the City will pay the Chamber the annual sum of ONE HUNDRED SIXTY THOUSAND DOLLARS ($160,000) each year during the term of the agreement. Said payments shall be made in quarterly installments of FORTY THOUSAND DOLLARS ($40,000.00) toward the Welcome Center.
Quarterly invoice will be paid, within fourteen (14) business days, once invoice is received from the Chamber of Commerce. Should the Chamber need these dollars sooner, the Chamber shall provide a written request to be approved at the discretion of the City Manager to advance funds.
Section 4. Accounting. On or prior to the Effective Date, the Chamber shall present the Chamber's Full operating budget for the Welcome Center 2025-2026 fiscal year and a copy of the prior fiscal year budget and actual expenditures incurred at the Welcome Center and annually in July for each subsequent year of the agreement (collectively the “Financial Reports”). The Chamber shall account for all City funding provided under this Agreement and shall keep complete and accurate books and records for all expenditures associated with the City funding provided under this Agreement. Upon not less than 10 calendar days' notice from the City, the Chamber shall make available to the City and submit to inspection, review, and audit by the City and/or other governmental agencies with jurisdiction, all the Chambers' books, records, and financial statements as it’s related to the Welcome Center.
Section 5. Performance Evaluation and Tracking. For the purpose of evaluating the effectiveness of the Welcome Center provided by the Chamber under this Agreement, the Chamber shall provide to the City a mid-year review on a date selected by the City, and a final written report at the end of the fiscal year. The mid-year review and final report shall include a report of all expenditures funded under this Agreement, and shall include the following information as of the date of reporting:
• Statistics of visitor activity including the number of visitors to the St. Helena Welcome Center
• Utilization and traffic count on the Chamber website. • Hours of operation and staffing levels at the St. Helena Welcome Center. The St. Helena Welcome Center is open at minimum, five days per week, of which the days and hours are set at the discretion of the Chamber.
• Annual report attesting to the fact that taxpayer dollars have not been used to promote non-City of St. Helena businesses.
• Status of projects/programs outlined in Exhibit A, "Scope of Services," including, without limitation, dates, estimated attendees and expenditures.
The City Manager and the Chamber's President/CEO shall meet periodically to discuss and review marketing trends, business climate, etc., within St. Helena and the Napa Valley region and Special Events Productions.
Section 6. Independent Contractors. The Parties understand and agree that in the performance of its work and services under this Agreement, Chamber is and at all times shall remain a wholly Agenda Item #10.4.
independent contractor and not an officer, employee or agent of City. Chamber shall obtain no rights or benefits that accrue to City employees. Consultant shall have no authority to bind City in any manner or to incur an obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City.
Section 7. Indemnification by Chamber. The Chamber shall, upon the City's written demand and with legal counsel acceptable to the City, defend, indemnify, and hold harmless the City, its agents, officers, City Council members, and employees for all liability, actions, claims, damages, costs, or expenses, including reasonable attorney's fees and legal expenses including expert fees and costs, which may be asserted by any person, including the Chamber, arising out of or in connection with the Chamber's performance of services under this Agreement.
Section 8. Indemnification by City. The City shall, upon the Chamber's written demand and with legal counsel acceptable to the Chamber, defend, indemnify, and hold harmless the Chamber, its agents, officers, and employees for all liability, actions, claims, damages, costs, or expenses, including reasonable attorney's fees and legal expenses including expert fees and costs, which may be asserted by any person, including the City, arising out of or in connection with the City's performance under this Agreement.
Section 9. Insurance Requirements. Chamber shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Chamber, its agents, representatives, or employees, as indicated:
A. Minimum Scope of Insurance. Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).
2. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).
3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.
B. Minimum Limits of Insurance. Chamber shall maintain limits no less than:
1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage including operations, products and completed operations, as applicable. If Commercial General Liability Insurance or other form with a General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
3. Employer's Liability: $1,000,000 per accident for bodily injury or disease.
Agenda Item #10.4.
C. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions of $25,000 or greater must be declared to and approved by the City.
D. Other Insurance Provisions. The commercial general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
1. The City, its agent, officers, officials, employees, and volunteers are to be covered as additional insured as respects: liability arising out of work or operations performed by the Chamber or Chamber's subconsultants; or automobile owned, leased, hired or borrowed by the Chamber.
2. For any claims related to Chamber's conduct while performing the work pertaining to this agreement, the Chamber's insurance coverage shall be primary insurance as respects the City, its agents, officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its agents, officers, officials, employees or volunteers shall be excess of the Chamber's insurance and shall not contribute with it.
3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City.
4. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subsection (b) of Section 2782 of the Civil Code.
E. Waiver of Subrogation. The workers compensation policy is to be endorsed with a waiver of subrogation. The insurance company, in its endorsement, agrees to waive all rights of subrogation against the City, its agents, officers, officials, employees and volunteers for losses paid under the terms of this policy which arises from the work performed by the named insured for the City.
F. The Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.
Best's rating of no less than A: VII, unless otherwise acceptable to the City.
G. Verification of Coverage. Chamber shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on forms provided by the City or on forms that conform to City requirements. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time.
Section 10. Nondiscrimination. The Chamber shall comply with all applicable federal, state, and local laws, rules, and regulations in regard to nondiscrimination in employment because of race, ancestry, color, sex, sexual orientation, gender, gender identity, gender expression, age, national origin, religion, material status, medical condition, or physical or mental disability.
Agenda Item #10.4.
Section 11. Governing Law. City and Chamber agree that the law governing this Agreement shall be that of the State of California.
Section 12. Compliance with Laws. Chamber shall comply with all applicable laws, ordinances, codes, and regulations of the Federal, State, and Local Agencies (including, without limitation, the City).
Section 13. Disclosure/Provision of Information. Brochures, maps, or other promotional materials produced by Chamber using the funds arising out of this Agreement may include the City logo on the material. Any information developed by Chamber pursuant to this Agreement shall be provided to the City upon request and Chamber expressly grants City full legal authority and license to use and distribute any such materials.
Section 14. Waiver. The Parties agree that a waiver, breach, or violation of any term or condition of this Agreement shall not be deemed to be a waiver of any other term or condition contained herein or a waiver of any subsequent breach or violation of the same or any other term or condition. The City's acceptance of Chamber's performance of any work or services shall not be deemed to be a waiver of City's rights or Chamber's obligations under this Agreement.
Section 15. Assignment/Delegation. Neither party hereto shall assign, sublet, or transfer any interest in or duty under this Agreement without the prior written consent of the other Party, and no assignment shall be of any force or affect whatsoever, and shall be void, unless and until the other Party shall have so consented.
Section 16. Conflict of Interest/Anti-Fraud and Anti-Corruption Policies. The Chamber covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of its services under this Agreement. The Chamber further covenants that in the performance of the Scope of Services under this Agreement, Chamber will not knowingly employ any person having any such conflict of interest with the City.
A. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent, or subcontractor without the express written consent of the City Manager. Consultant agrees to at all times avoid conflicts with the interests of City in the performance of this Agreement.
B. City understands and acknowledges that Consultant is, as of the date of execution of this Agreement, independently involved in the performance of non-related services for other governmental agencies and private parties. Consultant is aware of any stated position of Agenda Item #10.4.
City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section.
C. Consultant understands and acknowledges City maintains an anti-fraud and anti-corruption policy to protect the City, its operations, and its employees from and against financial risks, operational breaches, and unethical, fraudulent, and corrupt activities. Consultant represents and warrants that Consultant, its subcontractor(s) / subconsultant(s) and their respective employees providing services pursuant to the Agreement are (1) in good standing; (2) have not been previously investigated, convicted, or debarred for fraudulent or corrupt activities; (3) will not participate in fraudulent or corrupt activities, and (4) will take steps to ensure that its employees and subcontractor's(s) / subconsultant's(s) employees do not participate in any fraudulent or corrupt activities. Consultant acknowledges and agrees further that it has a duty to and will report to City any information or incident(s) about possible fraudulent or corrupt activities Consultant may discover, and will cooperate in any fraud or corruption investigation conducted, with respect to Consultant's service provided pursuant to this Agreement.
Section 17. Attorney's Fees. In the event either Party brings an action or proceeding for damages arising out of the other's performance under this Agreement or to establish the rights or remedies of either party, the prevailing party shall be entitled to recover its reasonable attorney's fees and costs as part of such action or proceeding or any post¬ judgment legal proceedings.
Section 18. No Third-Party Beneficiaries. Nothing contained in this Agreement shall be construed to create, and the Parties do not intend to create, any rights or remedies to any person or entity not a Party to this Agreement. In the event that Chamber enters into any agreements with third parties in connection with the work and services provided under this Agreement, City shall be deemed an intended third-party beneficiary of such agreements.
Section 19. Notices. All notices and other communications required or permitted to be given under this Agreement shall be in writing, and shall be personally served or mailed, returnreceipt requested, addressed to the respective Parties as follows:
CEO/President City Manager
St. Helena Chamber of Commerce City of St. Helena
1154 Main Street 1088 College Avenue
St. Helena, CA 94574 St. Helena, CA 94574
Section 20. Prior Agreements. This Agreement, including all Exhibits attached hereto, represents the entire understanding of the Parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered under this Agreement.
Agenda Item #10.4.
Section 21. Representations. Chamber represents it is recognized by the Internal Revenue Service as a section 501[c][6] nonprofit organization, that it is directed by an elected Board of Directors from the local business community with a professional staff, and is organized and equipped to carry on the Scope of Services to be provided to the City in accordance with the terms of this Agreement.
Section 22. Entire Agreement/ Interpretation. Both Parties acknowledge that by entering into this Agreement, the City is not assuming any obligation to operate, supervise, or fund Chamber or any other obligations to Chamber other than those expressly provided in this Agreement.
This Agreement constitutes the entire agreement among the Parties and may not be modified or changed, except by written instrument executed by both Parties. No provision of this Agreement is to be interpreted for or against either Party because that Party or that Party's legal representative drafted such provision.
Section 23. Termination. This Agreement may be terminated prior to June 30, 2026, as follows:
By either Party, if the other Party fails to perform any of its obligations hereunder, within the time and in the manner provided, or otherwise violates any of the terms of this Agreement. The Party terminating the Agreement shall give 30 days written notice of such termination, stating the reasons for such termination in such event. Termination shall be effective 30 days following such written notice. Upon the termination of this Agreement by either Party, (1) any accrued but unpaid compensation due the Chamber shall be paid to the Chamber within thirty (30) days after receipt of the Chamber's invoice following such termination; and (2) Chamber shall repay to City within thirty (30) days after receipt of the Chamber's invoice following such termination the pro-rata portion of any quarterly payment remaining post-termination. Compensation to the Chamber or Chamber's reimbursement to City due upon termination shall be prorated. For example, if the Agreement were terminated on February 28, 2026, then THIRTEEN THOUSAND THREE HUNDRED THIRTY THREE DOLLARS AND THIRTY THREE CENTS ($13,333.33) OF THE FORTY THOUSAND ($40,000) of quarterly funds advanced on January 31 for Tourism Marketing and Promotion Efforts would be returned to the City for the services not performed during March 2026 of the installment period.
Section 24. Special Provisions. This Agreement is subject to the following special provisions:
The Parties are required to provide certificates of coverage for any agreed upon special events ("Event") should they occur and shall name each other as additional insureds for the Event, as set forth below.
Hold harmless: to the fullest extent permitted by law, Chamber shall hold harmless, defend at its own expense, and indemnify City its officers, employees, agents, contractors, consultants, and volunteers, from and against any and all liability, claims, losses, damages, or expenses, including reasonable attorney's fees, arising out of, relating to, or resulting from all acts or omissions of contractor or its officers, agents, or employees in rendering services under this contract; excluding, however, such liability, claims, losses, damages, or expenses arising from City's sole negligence, active negligence, or willful misconduct.
Agenda Item #10.4.
Hold harmless: to the fullest extent permitted by law, City shall hold harmless, defend at its own expense, and indemnify Chamber its officers, employees, agents, and volunteers, from and against any and all liability, claims, losses, damages, or expenses, including reasonable attorney's fees, arising out of, relating to, or resulting from, all acts or omissions of City or its officers, agents, or employees in rendering services under this contract; excluding, however, such liability, claims, losses, damages, or expenses arising from Contractor's sole negligence, active negligence, or willful misconduct.
Both Parties shall procure and maintain for the duration of the agreement insurance against claims for injuries to persons or damages to property which may arise out of relate to, or result from the performance of the work hereunder by the respective party, its agents, representatives, or employees.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
If the parties maintain broader coverage and/or higher limits than the minimums shown above, the parties require and shall be entitled to the broader coverage and/or the higher limits. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following. provisions:
Additional Insured Status
The parties, their officers, officials, employees, contractors, consultants, and volunteers are to be covered as additional insureds on the other party's CGL policy with respect to liability arising out of, relating to, or resulting from work or operations performed by or on behalf of the respective party, including liability arising out of, relating to, or resulting from materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
Primary Coverage
Agenda Item #10.4.
For any claims related to this contract, the insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 0104 13 as respects to the parties, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the parties, its officers, officials, employees, or volunteers shall be excess and shall not contribute with it.
Notice of Cancellation
Each insurance policy required above shall state that coverage shall not be canceled, except with notice.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the parties.
Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:
1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
3. If coverage is canceled or non-renewed, and not replaced with another claims- made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work.
Verification of Coverage
The parties shall furnish the other with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The parties reserve the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors.
Special Risks or Circumstances
The parties reserve the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Agenda Item #10.4.
IN WITNESS WHEREOF, the Parties hereto have accepted, made, and executed this Agreement upon the terms, conditions, and provisions above stated, the day and year first above written.
Chamber: City:
By: ________________________________ By: ________________________________ Name: Amy Carabba-Salazar Name: Anil Comelo
Title: CEO/President Title: City Manager
Exhibit A Scope of Services
St. Helena Chamber of Commerce Tourism Welcome Center Agreement The St. Helena Chamber of Commerce ("Chamber") shall use its best efforts to proactively market the City of St. Helena, and downtown merchants/businesses through the Welcome Center. The Chamber’s Welcome Center marketing and promotional efforts shall include, without limitation, the following activities:
Daily Operations
• Operate, staff and promote the Welcome Center located at 1154 Main Street, St.
Helena, C. 94574
• Promote the City of St. Helena, its businesses and downtown climate through the • Operate and staff a Welcome Center at minimum five days per week at the discretion of the Chamber CEO.
• Provide public restrooms for the City of St. Helena on Main Street Information & Wayfinding
• Provide maps, guides, brochures, and Visit Napa Valley/local publications • Offer directions and transportation info
• Recommend attractions, landmarks, and scenic routes
• Explain regional history and cultural context
Visitor Assistance
• Help plan itineraries or day trips
• Answer questions about parking, weather, etc.
• Assist with bookings for accessibility or mobility needs for visitors • Help resolve travel issues for visitors
• Promote Local Businesses prioritizing City Limits, but not limited to other recommendations following standard welcome center tourism practices. • Refer visitors to local restaurants, wineries, shops, etc. • Showcase brochures or business cards from local partners • Offer exclusive discounts or coupons for local accommodations Agenda Item #10.4.
Bookings
• Help book lodging (hotels, inns, B&Bs) in St. Helena
• Facilitate reservations for experiences (wine tastings, dining reservations, excursions, etc.)
• Develop inspiration guides for travelers
Destination Marketing
• Act as a physical extension of our destination marketing organization (DMO) the St.
Helena Chamber
• Reinforce the destination’s brand with signage and visuals Data Collection & Reporting
• Track visitor counts and areas of visitation
• Collect origin data to inform tourism trends
• Report visitation patterns to Visit Napa Valley in quarterly GIN meetings • Annual report attesting to the fact that taxpayer dollars have not been used to promote non-City of St. Helena businesses.
Agenda Item #10.4.
CITY OF ST. HELENA
RESOLUTION NO. 2025-__
Resolution approving a Professional Services Agreement for Fiscal Year 2025-26 between the City of St. Helena and The St.
Helena Chamber of Commerce for an amount not-to-exceed
$160,000.
RECITALS
A. The City of St. Helena desired to continue working with the St. Helena Chamber of Commerce by investing funding to market and promote St. Helena as a desirable tourist destination choice; and
B. California Government Code Section 37110 provides the City with authorization to spend money from the General Fund to, among other things, promote the City; and C. The St. Helena Chamber of Commerce represents it is a recognized by the Internal Revenue Service as a Section 501[c][6] nonprofit organization; and D. The St. Helena Chamber of Commerce represents it is directed by an elected Board of Directors from the local business community with a professional staff and is organized and equipped to carry on promotional and marketing activities on behalf of the City through the Welcome Center.
RESOLUTION
NOW, THEREFORE, the City Council of the City of St. Helena resolves as follows:
1. The City Council approves the Professional Services Agreement between the City of St. Helena and the St. Helena Chamber of Commerce for FY 2025-26 in an amount not-to-exceed $160,000; and
2. The City Council authorizes the City Manager to execute the agreement on behalf of the City.
3. The City Council authorizes a budget adjustment in the amount of $35,000 utilizing General Fund balance.
Agenda Item #10.4.
4. Funding is as follows:
Description Fund GL Account Amount
Authorized in FY 25-26
Operating Budget Approved
on June 10, 2025
General Fund 101-40-00-24-07 125,000
Budget Adjustment in
FY 25-26 Operating Budget
General Fund 101-40-00-24-07 35,000
Total $160,000
Approved at a Regular Meeting of the St. Helena City Council on July 22, 2025, by the following vote:
Mayor Paul Dohring:
Vice Mayor Deasy:
Council Member Barak:
Council Member Spadarotto:
Council Member Summers:
APPROVED: ATTEST:
________________________ ________________________
Paul Jamison Dohring, Mayor Erika Opp, Acting City Clerk Agenda Item #10.4.
Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Public Works
DATE: July 22, 2025
FROM: Lesley Milton, Deputy City Manager
SUBJECT: Adopt a resolution authorizing the City Manager to execute a Professional Services Agreement with Albion Surveys,
Inc. for topographic surveying services at Bell Canyon
Reservoir, as part of the Bell Canyon Intake Tower
Replacement Project (CIP W-109), for an amount not to
exceed $15,000.
RECOMMENDED
ACTION:
Adopt a resolution approving the contract.
PREVIOUS COUNCIL
ACTION:
City Council authorized design and engineering services for the CIP Project W-109 but no action has been
approved for land surveying services related to this
project.
STATEMENT OF THE
PURPOSE:
Authorize the professional services agreement to provide topographic surveying services at Bell Canyon reservoir.
FINANCIAL IMPACT: Funding for this work is available in the approved FY 2025- 26 Capital Improvement Program budget under W-109 Bell
Canyon Intake Tower Replacement Project. The proposed
not-to-exceed amount is $15,000.
BACKGROUND:
The City of St. Helena is advancing the Bell Canyon Intake Tower Replacement Project (CIP W-109) to address aging infrastructure at the Bell Canyon Reservoir. As part of the planning and design effort, additional topographic surveying is required to supplement prior bathymetric and site surveys conducted in 2024.
Albion Surveys, Inc. submitted a proposal dated June 4, 2025, to perform a detailed topographic survey at Bell Canyon Reservoir (APN 021-420-019). This work includes mapping features critical to the intake tower replacement design and integration of prior survey data.
On July 2, 2025, Mead & Hunt (project consultants) provided a memorandum outlining additional survey needs to support design development, including:
Verification of vertical and horizontal datums (confirmed NAD83 and NAVD88) Identification of monitoring wells, intake tower, and top of dam equipment Detailed channel survey downstream of the valve house Location of two drain lines and valve box behind the valve house Agenda Item #10.5.
Interior and exterior dimensions of the valve house and elevation shots Identification of adjacent features such as swales, drainage pathways, and site utilities
DISCUSSION:
Albion Surveys will perform the required field work and prepare deliverables including AutoCAD DWG and PDF files compatible with design needs. The initial proposal estimated $11,200 for the defined scope. Considering the additional survey requests from Mead & Hunt, staff recommends authorizing a not-to-exceed amount of $15,000 to accommodate potential supplemental efforts, coordination, and unforeseen site challenges.
The proposed survey work will:
Provide critical base data for engineering design
Enhance understanding of existing site conditions
Support accurate planning and construction documents
Albion Surveys has performed similar work for the City and is familiar with the Bell Canyon site.
ENVIRONMENTAL REVIEW: This is not a CEQA Project
GOAL:
Goal 3: Pursue Water Security & Sustainable Management of Water Resources DOCUMENTS ATTACHMENTS:
Resolution
PSA Albion Survey Services
Agenda Item #10.5.
CITY OF ST. HELENA
RESOLUTION NO. 2025-__
Resolution Authorizing the City Manager to Execute a
Professional Services Agreement with Albion Surveys, Inc. for Topographic Surveying Services at Bell Canyon Reservoir for an Amount Not-to-Exceed $15,000.
RECITALS
A. In 2024, City Council approved CIP Project W-109, the Bell Canyon Intake Tower Replacement Project; and
B. Topographic surveying is required to support CIP W-109, supplementing the bathymetric and site surveys previously completed in 2024; and C. Staff have identified Albion Surveys as qualified firm to perform the necessary topographic survey work, and the firm has previously conducted similar services for the City and is familiar with the Bell Canyon site.
RESOLUTION
NOW, THEREFORE, the City Council of the City of St. Helena resolves as follows:
1. Authorize the City Manager to execute a professional services agreement with Albion Surverys, Inc. for topographic surveying services at Bell Canyon Reservoir for an amount not-to-exceed $15,000.
2. Funding is as follows:
Description Fund GL Account Amount
FY 2025-26 Capital
Improvement Program
W-109 Bell
Canyon Intake
Tower
Replacement
Project
763-50-30-31-10 $15,000
Approved at a Regular Meeting of the St. Helena City Council on July 22, 2025, by the following vote:
Mayor Dohring:
Vice Mayor Deasy:
Agenda Item #10.5.
Council Member Barak:
Council Member Spadarotto:
Council Member Summers:
APPROVED: ATTEST:
________________________ ________________________
Paul Jamison Dohring, Mayor Erika Opp, Acting City Clerk Agenda Item #10.5.
83389.00001\40708740.1
1 CITY OF ST. HELENA
PROFESSIONAL SERVICES AGREEMENT
Topographic Survey at Bell Canyon Reservoir as part of W-109 This Agreement is made and entered into as of June 10, 2025 by and between the City of St. Helena, a public agency organized and operating under the laws of the State of California (“City”), and Albion Surveys Consulting Land Surveyors with its principal place of business at 1113 Hunt Avenue, St. Helena CA 95474 (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:
Topographic Survey at Bell Canyon Reservoir as part of W-109 (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 Scope of Services set forth in Exhibit “A.” under Project Pricing Tasks. b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $11,200.00. 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 #10.5.
83389.00001\40708740.1
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 July 22, 2025 to December 2025 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 project schedule is outlined in Exhibit A, and more detailed project schedule will be agreed upon during the initial project kick off and agreed to by the City and the Consultant. 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. 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
Agenda Item #10.5.
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3 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
(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:
Agenda Item #10.5.
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4 (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. (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
Agenda Item #10.5.
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5 (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. (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.
Agenda Item #10.5.
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6 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 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
Agenda Item #10.5.
83389.00001\40708740.1
7 (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, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any 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 Agenda Item #10.5.
83389.00001\40708740.1
8 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 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.
Agenda Item #10.5.
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9 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 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.
Agenda Item #10.5.
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10 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 assign Wendy Surh 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:
CITY:
City of St. Helena
1088 College Avenue
St. Helena CA 94753
CONSULTANT:
Albion Surveys
Consulting Land Surveyors
1113 Hunt Avenue
St. Helena CA 94574
Agenda Item #10.5.
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11 Attn: Lesley Milton, Assistant to the City
Manager
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
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.
Agenda Item #10.5.
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12 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 #10.5.
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13 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN CITY OF ST. HELENA
AND ALBION SURVEYS
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
CITY OF ST. HELENA Albion Surveys
By: By:
Anil Comelo
City Manager Name: Stephen Stewart_____________
ATTEST:
By:
Ethan Walsh, City Attorney
Agenda Item #10.5.
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14 EXHIBIT A
Scope of Services & Schedule of Charges/Payments
Contractor will provide the below equipment and services with payment provisions as listed above.
Agenda Item #10.5.
ALBION SURVEYS
CONSULTING LAND SURVEYORS 1113 Hunt Avenue St. Helena, CA 95474 (707) 963-1217 [email protected]
June 4, 2025
Joe Leach, PE
Director of Public Works/City Engineer
City of St. Helena, Public Works
[email protected]
Regarding: Topographic Survey at Bell Canyon Reservoir, APN 021-420-019 Per the request of Scott Alman with Haley and Aldrich, we are pleased to provide this Proposal for Land Surveying services. This Proposal will serve as a Letter of Engagement whereby the City of St. Helena, hereinafter referred to as Client, engages Albion Surveys, hereinafter referred to as Surveyor, to perform a Topographic Survey (Survey) on the subject property. The Survey will be on current horizontal and vertical datums, will consist of all items we typically locate for development projects and will be suitable for use by design consultants. The contour interval will be 1 foot. The Survey will include the following:
• Top of Dam Equipment
• Monitoring Well Locations
• Location of Intake Tower
• Detailed Survey of the area within the Topographic Survey Limits. See attached map of the Topographic Survey Limits designated in red.
To deliver an AutoCAD DWG file and PDF file of the Survey, our estimated fee will be $11,200, subject to unforeseen circumstances or unexpected difficulties (see below). With our current schedule, we estimate that the Survey will be completed within 3-4 weeks from the date of receipt of an executed copy of this agreement, weather dependent. Surveyor will make every reasonable effort to meet this schedule, however, this is not a guarantee.
If unforeseen circumstances or unexpected difficulties are encountered while we conduct the Survey, the Client will be consulted before Surveyor proceeds further. Surveyor will only perform additional services with Client’s written or verbal approval. Surveyor will perform those services at their current hourly rates. This offer will expire if not executed within 30 days. Either party may terminate this agreement with or without cause. Upon termination, Surveyor will be reimbursed for services performed. This agreement contains no warranties either expressed or implied. Person(s) signing below certify that they have legal capacity as the individuals, representatives, and/or agents for the parties to this contract.
Our fee will be due upon delivery of the DWG and PDF files. Execution of this Proposal will confirm acceptance and shall constitute an agreement between Client and Surveyor.
Thank you,
Stephen Stewart PLS 9751
Agenda Item #10.5.
I hereby authorize New Albion California, Inc. dba Albion Surveys to proceed with the scope of work described above under the terms and provisions also stated above:
Signed: _______________________________________ Date: ___________ By: _______________________________________
Printed Name and Title
L: Proposal/SS/1330-20 Topo Survey Proposal.doc
Agenda Item #10.5.
TOPOGRAPHIC
SURVEY LIMITS
BELL CANYON RESERVOIR
COUNTY OF NAPA, STATE OF CALIFORNIA
AERIAL PHOTOGRAPHY PER
NAPA COUNTY GIS, DATED 2021
MAY NOT REFLECT EXISTING SITE CONDITIONS.
APPROXIMATE PARCEL LINES PER NAPA COUNTY GIS
LEGEND
Agenda Item #10.5.
Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Public Works
DATE: July 22, 2025
FROM: Lesley Milton, Deputy City Manager
SUBJECT: Authorize the City Manager to execute payment of outstanding invoices for generator rental services and
approve additional funding for continued emergency
generator rental services at the Wastewater Treatment
Plant (WWTP), for an additional $47,904.78 increasing the not-to-exceed total to $286,425.
RECOMMENDED
ACTION:
Staff recommends that the City Council authorize the City Manager to execute payment of outstanding invoices for
generator rental services and approve additional funding for emergency generator rental services at the Wastewater Treatment Plant (WWTP), increasing the not-to-exceed
total to $286,425.
PREVIOUS COUNCIL
ACTION:
July 23, 2024: Council authorized generator rental
services for the WWTP for a not-to-exceed amount
of $150,000.
February 11, 2025: Council approved an additional
$87,284, increasing the not-to-exceed amount to
$238,520.
STATEMENT OF THE
PURPOSE:
To authorize payment of past due invoices and additional funding for emergency generator rental services required to maintain operations at the WWTP while awaiting
delivery of the permanent generator.
FINANCIAL IMPACT: The following invoices from C&D Power require authorization for payment:
Invoice # Date Amount
01-112308 3/18/2025 $7,984.13
01-114190 4/28/2025 $7,984.13
01-114547 4/29/2025 $7,984.13
01-115656 5/30/2025 $7,984.13
01-116988 6/30/2025 $7,984.13
Subtotal $47,904.78
Adding these amounts to the previously approved not-toexceed cost of $238,520 brings the updated total to $286,425.
Agenda Item #10.6.
Sufficient funds are available in Fund 571 Wastewater
Operations Fund Balance to cover this increase.
BACKGROUND:
The City is upgrading its WWTP to a Membrane Bioreactor (MBR) system, which requires a permanent generator for reliable power. Due to manufacturing delays, the permanent generator was delayed in delivery and has finally been delivered and installed.
To maintain continuity of essential services and meet regulatory requirements, the City had rented a temporary generator since 2023. The City Council has previously authorized funds to cover these rental costs through March 2025. Delivery of the permanent generator has finally occurred, and payment of generator rentals through June 2025 is due.
DISCUSSION:
C&D Power has continued to provide generator rental services necessary for uninterrupted WWTP operations. However, several invoices from March through June 2025 are past due, totaling $47,904.78.
Staff requests Council authorization to pay the past due invoices and approve additional funding to cover continuous rentals until delivery and commissioning of the permanent generator occurred on July 1st.
ENVIRONMENTAL REVIEW: This is not a CEQA project.
GOAL:
Goal 3: Pursue Water Security & Sustainable Management of Water Resources Goal 8: Implement Capital Improvement Plans (CIP) Projects Miscellaneous/Other DOCUMENTS ATTACHMENTS:
Resolution CD Power
Agenda Item #10.6.
CITY OF ST. HELENA
RESOLUTION NO. 2025-__
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ST. HELENA
AUTHORIZING PAYMENT OF OUTSTANDING INVOICES AND ADDITIONAL
FUNDING FOR EMERGENCY GENERATOR RENTAL SERVICES FROM C&D POWER AT THE WASTEWATER TREATMENT PLANT, INCREASING THE NOTTO-EXCEED TOTAL TO $286,425.
RECITALS
A. WHEREAS, on July 25, 2023, the City Council approved the Emergency BackUp Power Project, including the purchase of a permanent generator for the Wastewater Treatment Plant (WWTP); and
B. WHEREAS, due to manufacturing delays, the permanent generator has not yet been delivered, requiring the continued rental of a temporary generator to ensure uninterrupted operations at the WWTP; and
C. WHEREAS, on July 23, 2024, the City Council authorized generator rental services for a not-to-exceed cost of $150,000, and on February 11, 2025, approved an additional $87,284 for a revised not-to-exceed cost of $238,520; and
D. WHEREAS, staff recommends increasing the not-to-exceed total by $47,905 to account for past due invoices and continued generator rental services, for a revised total of $286,425, to be funded from Wastewater Operations Fund 571.
RESOLUTION
NOW, THEREFORE, the City Council of the City of St. Helena resolves as follows:
1. The City Council hereby authorizes the City Manager to execute payment for outstanding invoices from C&D Power totaling $47,905 for emergency generator rental services at the Wastewater Treatment Plant.
2. The City Council further authorizes an increase to the not-to-exceed total for generator rental services from $238,520 to $286,425 to accommodate past due invoices and anticipated rental costs until delivery of the permanent generator..
3. Funding is as follows:
Description Fund GL Account Amount
FY 25-26
Wastewater
Enterprise fund
Contract Services
571-50-29-21-45 $47,905
Agenda Item #10.6.
Approved at a Regular Meeting of the St. Helena City Council on July 22, 2025, by the following vote:
Mayor Dohring:
Vice Mayor Deasy:
Council Member Barak:
Council Member Spadarotto:
Council Member Summers:
APPROVED: ATTEST:
________________________ ________________________
Paul Jamison Dohring, Mayor Erika Opp, Acting City Clerk Agenda Item #10.6.
Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Public Works
DATE: July 22, 2025
FROM: Lesley Milton, Deputy City Manager
SUBJECT: Adopt a resolution authorizing the City Manager to execute a Professional Services Agreement with Dr. Water Well for video inspection, cleaning, and sanitizing of Stonebridge Well 2 for a not-to-exceed cost of $14,700.
RECOMMENDED
ACTION:
Execute a Professional Services Agreement with Dr.
Water Well for video inspection, cleaning, and sanitizing of Stonebridge Well 2 for a not-to-exceed cost of $14,700.
PREVIOUS COUNCIL
ACTION:
None
STATEMENT OF THE
PURPOSE:
To approve professional services to clean the Stonebridge Well #2.
FINANCIAL IMPACT: The total cost for the proposed services is not to exceed $14,700 with funding available in the Water Enterprise
Fund 561 allocated for professional services and
equipment repair.
BACKGROUND:
Stonebridge Well 2 has been taken offline due to an overabundance of iron that has contributed to seasonal water discoloration within the City’s water system. To maintain water quality and reliability, rehabilitation of this critical water source is necessary.
Currently, the City cannot proceed with other planned water quality improvements and adjustments, as taking additional sources offline would significantly impact our ability to meet water demand. Restoring Stonebridge Well 2 to service is therefore a priority.
DISCUSSION:
The proposed work includes:
Dr. Water Well: Conducting a video inspection of the well to assess internal conditions, followed by cleaning and sanitizing to address the iron buildup and restore operational integrity.
These services are essential to determine the cause of the elevated iron levels, rehabilitate the well, and ensure continued reliable water supply to the community. The work will also provide critical information to guide any future long-term solutions for improving source water quality.
ENVIRONMENTAL REVIEW:
Agenda Item #10.7.
The proposed actions are categorically exempt from CEQA pursuant to Section 15301 (Existing Facilities) as they involve maintenance and minor rehabilitation of existing public infrastructure with no expansion of use.
GOAL:
Goal 2: Improve Infrastructure & Further Environmental Sustainability DOCUMENTS ATTACHMENTS:
Quote.14894_from_Dr_Water_Well_Services_Inc._8236
PSA Drwaterwell
Resolution Dr Water Well
Agenda Item #10.7.
Date 10/25/2022
NO. 14894
City Of St. Helena
1572 Railroad Avenue
St. Helena, CA 94574
Estimate
City Of St. Helena
Stonebridge Well, 1/2
Mile E/O Pope St &
College Ave, St. Helena
Terms Due upon completion
CP
Signature
E-mail
[email protected]
Total
Dr. Well
Water Well Services, Inc.
COST VALID FOR 60 DAYS
Contractors Lic.# 967790
PO Box 1685
Fair Oaks, CA 95628
Phone 916-536-9319
Fax 916-962-7381
All materials are guaranteed to be as specified. All work to be completed in a workman like manner according to standard practices. Any alteration or deviation from the above specifications involving extra costs will be executed only upon written orders, and will become an extra charge over and above the estimate. All agreements contingent upon strikes, accidents, or delays beyond our control. Owner to carry fire, and any other necessary insurance. Our workers are fully covered by workmen's Compensation Insurance.
Acceptance of contract - The above prices, specifications and conditions are satisfactory and are acceptable. You are authorized to do the work as specified. Payment will be made as outline above.
Proposal
Quantity Description Units Rate Total
8" CID, 45' SWL, 181' TVD
Nylon Wire Brush, Swab and Surge in a solution of hydrochloric acid into formation and let stand overnight then airlift spent acid, debris and fill from bottom.
1.00 11,800.00 11,800.00 LS
1.00 0.00 ReVideo Survey ( NO CHARGE )
_____________________________________
$11,800.00
Agenda Item #10.7.
83389.00001\40708740.1
1 CITY OF ST. HELENA
PROFESSIONAL SERVICES AGREEMENT
Stonebridge Well 2 Inspection and Cleaning
This Agreement is made and entered into as of June 22, 2025 by and between the City of St. Helena, a public agency organized and operating under the laws of the State of California (“City”), and Dr. Water Well with its principal place of business at PO Box 1685 Fair Oaks, CA 95628 (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:
Stonebridge Well 2 Inspection and Cleaning
(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 Scope of Services set forth in Exhibit “A.” under Project Pricing Tasks. b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $14,700. 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 statement of estimated changes in fee or time schedule. An amendment to this Agenda Item #10.7.
83389.00001\40708740.1
2 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 July 22, 2025 to March 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 project schedule is outlined in Exhibit A, and more detailed project schedule will be agreed upon during the initial project kick off and agreed to by the City and the Consultant. 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. 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
Agenda Item #10.7.
83389.00001\40708740.1
3 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 subconsultants 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
(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:
Agenda Item #10.7.
83389.00001\40708740.1
4 (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. (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
Agenda Item #10.7.
83389.00001\40708740.1
5 (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. (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.
Agenda Item #10.7.
83389.00001\40708740.1
6 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 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
Agenda Item #10.7.
83389.00001\40708740.1
7 (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, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any 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 Agenda Item #10.7.
83389.00001\40708740.1
8 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 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.
Agenda Item #10.7.
83389.00001\40708740.1
9 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 subsubconsultants 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 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.
Agenda Item #10.7.
83389.00001\40708740.1
10 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 assign Wendy Surh 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:
CITY:
City of St. Helena
1088 College Avenue
St. Helena CA 94753
Attn: Lesley Milton, Assistant to the City
CONSULTANT:
Dr. Water Well
PO Box 1685
Fair Oaks, CA 95628
Agenda Item #10.7.
83389.00001\40708740.1
11 Manager
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
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.
Agenda Item #10.7.
83389.00001\40708740.1
12 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 #10.7.
83389.00001\40708740.1
13 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN CITY OF ST. HELENA
DR WATER WELL
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
CITY OF ST. HELENA Dr Water Well
By: By:
Anil Comelo
City Manager Name: ______________________________
ATTEST:
By:
Ethan Walsh, City Attorney
Agenda Item #10.7.
83389.00001\40708740.1
14 EXHIBIT A
Scope of Services & Schedule of Charges/Payments
Contractor will provide the below equipment and services with payment provisions as listed above.
Agenda Item #10.7.
CITY OF ST. HELENA
RESOLUTION NO. 2025-__
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ST. HELENA
AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH DR. WATER WELL FOR VIDEO INSPECTION, CLEANING, AND SANITIZING OF STONEBRIDGE WELL 2 FOR A NOT-TO-EXCEED COST OF $14,700
RECITALS
A. WHEREAS, Stonebridge Well 2 has been taken offline due to an overabundance of iron contributing to seasonal water discoloration within the City’s water system; and
B. WHEREAS, the rehabilitation of Stonebridge Well 2 is necessary to maintain water quality and ensure adequate supply to meet the community’s water demand; and
C. WHEREAS, Dr. Water Well has proposed to provide video inspection, cleaning, and sanitizing services to address iron buildup and restore the operational integrity of the well; and
D. WHEREAS, funding for this work is available in the Water Enterprise Fund, allocated to professional services and equipment repair accounts; and E. WHEREAS, the proposed actions are categorically exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15301 (Existing Facilities) as they involve maintenance and minor rehabilitation of existing public infrastructure with no expansion of use.
RESOLUTION
NOW, THEREFORE, the City Council of the City of St. Helena resolves as follows:
1. The City Council hereby authorizes the City Manager to execute a Professional Services Agreement with Dr. Water Well for video inspection, cleaning, and sanitizing of Stonebridge Well 2 for a not-to-exceed amount of $14,700.
2. The City Manager is authorized to take all actions necessary to carry out the intent of this Resolution, including approval of minor modifications to the Agreement, provided the total cost does not exceed the authorized amount.
3. Funding is as follows:
Agenda Item #10.7.
Description Fund GL Account Amount
FY 25-26 Water Enterprise
Fund 561-50-34-21-45 $14,700
Approved at a Regular Meeting of the St. Helena City Council on July 22, 2025, by the following vote:
Mayor Dohring:
Vice Mayor Deasy:
Council Member Barak:
Council Member Spadarotto:
Council Member Summers:
APPROVED: ATTEST:
________________________ ________________________
Paul Jamison Dohring, Mayor Erika Opp, Acting City Clerk Agenda Item #10.7.
Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Public Works
DATE: July 22, 2025
FROM: Stephanie Killingsworth, Public Works Financial Analyst SUBJECT: Consideration and Proposed Approval of a Resolution Authorizing the City Manager to execute Professional
Services Agreement with Operational Technical Services
(OTS) in a not-to-exceed amount of $180,000 for sixmonths of temporary Wastewater Treatment Operator with SWRCB Wastewater Treatment Grade 4 Certification or
higher and authorize the expenditure of $66,224.08 of
underbilled expenses.
RECOMMENDED
ACTION:
Staff Recommends Approval of the Attached Resolution
and authorization to execute the contract.
PREVIOUS COUNCIL
ACTION:
STH Contract: FY 2021-077 - Wastewater
04/27/21 - Initial Agreement
01/25/22 - Amendment #1
02/22/22 - Amendment #2
08/09/22 - Amendment #3
04/25/23 - Amendment #4
10/10/23 - Amendment #5
01/23/24 - Amendment #6
08/13/24 - Amendment #7
STATEMENT OF THE
PURPOSE:
The purpose of this report is to execute a new and
separate Professional Services Agreement with different terms for a continued Wastewater Treatment Operator.
FINANCIAL IMPACT: The estimated fiscal impact of this Professional Services Agreement includes a not-to-exceed amount of $180,000,
along with $66,224.08 for previously underbilled services authorized at rates approved in Amendments #6 and #7 to the original Contract STH 2021-077. Sufficient funds are available in the adopted FY2025/26 Wastewater
Treatment Operating Budget in Other Contract Services,
and no additional appropriation is required at this time.
BACKGROUND:
On April 27, 2021, the City and Operational Technical Services (OTS) entered into an initial agreement (STH FY2021-077) for OTS to provide temporary Wastewater Treatment Operator services with appropriate certifications.
Agenda Item #10.8.
Since the execution of the original agreements, the City has continued to face difficulties in filling these positions and has continued need to utilize OTS services resulting in 7 additional amendments to the original contract for the Wastewater Treatment Division.
Unfortunately, the Wastewater Chief Plant Operator position is still in recruitment and the city has been challenged to secure an appropriately qualified candidate.
To remain in compliance with the State of California State Water Resources Control Board (SWRCB) regulations it is necessary to have qualified staff members who possess certain minimum certifications specific to the type of treatment plant, collection system and distribution system.
DISCUSSION:
The City is at the final stages of construction for the Wastewater Treatment plant (CIP Project S-52). The finalization for the new MBR Treatment Facility includes both a new facility and a new style of treatment process that is a significant change in operations.
Staff is projecting that testing, training and absorbing the new operations will be a temporary learning curve, resulting in a need for staffing through FY2025/26. As noted above, the City has continued to face difficulties in filling the Wastewater Chief Plant Operator role, which remains in active recruitment without a viable candidate secured.
OTS continues to have capable and qualified candidates available and can provide staffing support within as little as one week.
In consideration of administrative efficiency and financial clarity, staff is recommending the creation of a new Professional Services Agreement (PSA) with OTS for the requested temporary staffing services, rather than processing an additional amendment to the existing contract (STH FY2021-077). The current wastewater contract has undergone multiple amendments over the past fiscal years, and continued amendments can complicate the tracking of fiscal year allocations, invoice processing, and contract management workflows. A new PSA will provide a clean structure for scope, term and funding specific to the temporary operator staffing needs within FY2025/26. This approach does not change the City's commitment to transparency and oversight; all past contract amounts and amendments will continue to be tracked and reported cumulatively to provide a full picture of OTS-related costs for wastewater and water operations.
A summary of the past contracts, and amendments to OTS Contracts for wastewater and water is noted in Table 1 and Table 2 below.
Table 1 - STH Contract: FY 2021-077 - Wastewater
STH Contract FY2021-
077 Date Approved Contract Value Not-To-Exceed Cost
Contract Execution 04/27/21 $100,620 $100,620
Amendment #1 01/25/22 $100,293 $200,913
Amendment #2 02/22/22 $258,337 $459,250
Agenda Item #10.8.
STH Contract FY2021-
077 Date Approved Contract Value Not-To-Exceed Cost
Amendment #3 08/09/22 $270,750 $730,000
Amendment #4 04/25/23 $220,200 $950,200
Amendment #5 10/10/23 $175,000 $1,125,200
Amendment #6 01/23/24 $271,986 $1,397,186
Amendment #7 08/13/24 $125,639 $1,522,825
Additionally, during negotiations for this agreement, the city was informed that OTS had underbilled for their contract operator services from February 11, 2024 through Jun 15, 2025. The total amount underbilled equated to $66,224.08. The underbilling resulted from a clerical error caused by misaligned internal processes. Specifically, certain billing inputs were not updated before final costs were entered, leading to the use of outdated figures. A significant contributing factor was the unexpected passing of the previous CPO during the assignment, which necessitated an urgent replacement to ensure compliance with regulatory obligations. Since then, internal processes have been updated to minimize the risk of similar billing discrepancies in the future. OTS apologizes for the inconvenience and increased workload that this has caused. As allowed in approved amendment #6 and #7, the city is being asked to pay the true amount owed to OTS.
The proposed agreement is for a one-year term for one full time WWTP Chief Plant Operator position and is a not to exceed cost of $180,000, which equates to approximately 6 months of contract operator services. The contracted rate includes an hourly dollar value, per diem as well as a housing stipend. Costs could vary according to overtime, on-call schedules and milage. Should the city be able to successfully recruit a permanent position for this position, this contract amount will not be fully utilized.
ENVIRONMENTAL REVIEW: This is not a CEQA project.
GOAL:
Goal 3: Pursue Water Security & Sustainable Management of Water Resources Goal 7: Enhance Organizational Effectiveness
DOCUMENTS ATTACHMENTS:
OTS Resolution July 2025
OTS Professional Services Agreement 2025 (2) (1)
OTS Invoice and Worksheet
Invoice 500ADJ
Agenda Item #10.8.
CITY OF ST. HELENA
RESOLUTION NO. 2025-__
RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE
A PROFESSIONAL SERVICES AGREEMENT WITH OTS INC. FOR
TEMPORARY WASTEWATER TREATMENT OPERATOR WITH
SWRCB WASTEWATER TREATMENT GRADE 4 CERTIFICATION
OR HIGHER IN AN AMOUNT NOT-TO-EXCEED $180,000 AND
AUTHORIZE THE EXPENDITURE OF $66,224.08 OF
UNDERBILLED EXPENSES AS ALLOWED IN AMENDMENT #6
AND #7.
RECITALS
A. The City’s institutional knowledge is impacted when resignations occur and this impact is more pronounced in smaller organizations like the City of St. Helena; and
B. The City currently has three approved positions at the Wastewater Treatment Plant; and
C. The City is currently recruiting for a Wastewater Treatment Chief Plant Operator; and
D. According to the State of California State Water Resource Control Board (SWRCB) the Chief Plant Operator is required to possess a valid Wastewater Treatment Operator Certification; and
E. While the City is recruiting for permanent Wastewater Treatment Chief Plant Operator, the City needs assistance on an interim basis; and F. The City has contracted with Operational Technical Services (OTS) to provide temporary assistance at the Water Treatment Plant since 2021 and OTS has demonstrated they have the necessary skills, abilities, and staff to help fulfill the need at the City’s Wastewater Treatment Plant; and
G. The City’s existing contract has 7 separate amendments to the original agreement; and
Agenda Item #10.8.
H. The City of St. Helena and Operational Technical Services now desire to continue services but enter into a newly negotiated agreement in FY2025-26 to provide a temporary Wastewater Treatment Chief Plant Operator.
I. During negotiations the city was informed that OTS had underbilled for their contract operator services from February 11, 2024 through Jun 15, 2025 as allowed in approved amendment #6 and #7 for a total underbilled amount of $66,224.08.
RESOLUTION
NOW, THEREFORE, the City Council of the City of St. Helena resolves as follows:
1. Authorizes the City Manager to execute a new Professional Services Agreement with Operational Technical Services (OTS) for temporary Wastewater Treatment Operator with SWRCB Wastewater Treatment Grade 4 Certification or higher for an amount not-to-exceed $180,000, and billed according to the rate in the contract; and
2. Authorizes the payment of underbilled amount of $66,224.08 for services authorized at a rate approved in Amendment #6 and #7 to original contract STH 2021-077.
3. Funding is as follows:
Description Fund GL Account Amount
FY2025-26 Budgeted
Funds
Other Contract Services
571-Wastewater
Enterprise 571-50-29-21-45 $180,000
FY2025-26 Budgeted
Funds
Other Contract Services
571-Wastewater
Enterprise 571-50-29-21-45 $66,224.08
Approved at a Regular Meeting of the St. Helena City Council on July 22, 2025, by the following vote:
Mayor Dohring:
Vice Mayor Deasy:
Council Member Barak:
Council Member Spadarotto:
Council Member Summers:
Agenda Item #10.8.
APPROVED: ATTEST:
________________________ ________________________
Paul Jamison Dohring, Mayor Erika Opp, Acting City Clerk Agenda Item #10.8.
1 CITY OF ST. HELENA
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of July 22, 2025 by and between the City of St. Helena, a public agency organized and operating under the laws of the State of California (“City”), and OTS, an LLC, with its principal place of business at 10250 Constellation Blvd. Ste. 100, Los Angeles, CA 90067 (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:
Temporary Wastewater Treatment Chief Plant Operator with SWRCB Wastewater Treatment Grade 4 Certification or better (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 “B.” b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $180,000. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. 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 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 Agenda Item #10.8.
2 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 July 22, 2025 to June 30, 2025, 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.
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. 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.
Agenda Item #10.8.
3 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
(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:
Agenda Item #10.8.
4 (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. (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.
Agenda Item #10.8.
5 (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. (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 Agenda Item #10.8.
6 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 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 Agenda Item #10.8.
7 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, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any 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 Agenda Item #10.8.
8 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 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 Agenda Item #10.8.
9 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 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, Agenda Item #10.8.
10 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 assign Colter Andersen 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:
CITY:
City of St. Helena
1088 College Avenue
St. Helena, CA 94574
Attn: Joseph Leach, Director of Public Works
CONSULTANT:
OTS, LLC.
10250 Constellation Blvd. Ste. 100
Los Angeles, CA 90067
and shall be effective upon receipt thereof.
Agenda Item #10.8.
11 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
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.
Agenda Item #10.8.
12 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 #10.8.
13 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN CITY OF ST. HELENA
AND OTS, INC.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
CITY OF ST. HELENA OTS, LLC.
By: By:
Anil Comelo
City Manager Its:
Printed Name:
APPROVED AS TO FORM:
By:
Ethan Walsh, City Attorney
Chief Executive Officer
David S Sibelman
Agenda Item #10.8.
14 EXHIBIT A
Scope of Services
Agenda Item #10.8.
CONFIDENTIAL
424.285.0051• [email protected] • www.getots.com • 10250 Constellation Blvd, Ste 2300 Los Angeles, CA 90067
TASK ORDER
TASK ORDER NO. #01-2025 JOB NAME: Wastewater Treatment
Plant Chief Plant Operator
OTS INFORMATION
NAME: Operational Technical Services, LLC
ADDRESS: 10250 Constellation Blvd, Ste 2300
Los Angeles, CA 90067
CONTACT: David Sibelman, Chief Executive Officer
PHONE: (424) 203-6352
EMAIL: [email protected]
THIS TASK ORDER is issued pursuant to that certain Agreement for Temporary Services by Independent On-Call Contract between City of St. Helena (“Client”) and Operational Technical Services, LLC, also known as OTS dated, July 22, 2025, which is set to expire in one (1) year.
1. Project Name or Description: Recruit and submit a WWTP CPO candidate for City of St. Helena to utilize as a temporary operator.
2. Premises: The Client’s business premises is located at 1572 Railroad Avenue, St. Helena, California, 94574 and shall be defined as the “Premises”
3. Reporting Supervisor Name/Role: Lesley Milton, Assistant Public Works Director
4. Duration of Services:
Start Date/Time: 7/21/2025
End Date: TBD
Work Schedule: Dayshift
5. Scope of Services:
Wastewater Chief Plant Operator position is responsible for supervising the day-to-day operation, development, repair, and maintenance of the City’s wastewater treatment facilities You will take direction from the Wastewater Superintendent and/or Public Works Director. This position will require supervising, evaluating, planning, and participating in the day-to-day operations which includes the following:
• Mechanical maintenance and repairs of the City’s wastewater treatment plant and facilities. • Overseeing processing and water quality laboratory testing. • Assisting in the preparation and administration of the division budget, evaluates and trains assigned staff.
• Interfacing with and coordinates assigned functions with other City services and departments. • Representing plant operations with government regulatory agencies. • Ensuring safe work practices, work quality, and accuracy. • Performing related duties as assigned.
Agenda Item #10.8.
CONFIDENTIAL
424.285.0051• [email protected] • www.getots.com • 10250 Constellation Blvd, Ste 03-115 Los Angeles, CA 90067 ESSENTIAL FUNCTIONS:
• Accepts administrative responsibility for the activities, operations, and services of the Wastewater Division in providing quality treatment service for the City • Plans, supervises, prioritizes, monitors, and participates in the work of staff responsible for the maintenance and operation of the wastewater treatment plant and related collection system; ensures compliance with state, federal, and local mandates for water quality. Makes plant operation modifications as needed; provides monthly/annual reports to state, federal, and local authorities.
• Supervises and performs tasks related to the maintenance, repair, and construction of wastewater treatment plant facilities, lift stations, equipment, and related control systems. • Inspects the maintenance and repair of equipment for quality, compliance with applicable standards, and proper operation.
• Oversees laboratory analysis programs for wastewater, sludge, and effluent and is responsible for operating and systems modification based on test results. • Prepares a variety of water quality and industrial waste reports for regulatory agencies and internal operations.
• Conducts regular inspections to identify maintenance and repair needs; schedules, plans, and supervises the installation, maintenance, and repair of mechanical and electrical systems. • Evaluates and recommends the best use of supplies, materials, and equipment; requisitions, inventories, and supervises the use of all materials, supplies, and equipment used in the operation and maintenance of wastewater facilities.
• Ensures that mechanical equipment receives proper lubrication, overhauling, and inspection; ensures proper calibration of pneumatic instruments; performs plant operation and maintenance assignments, as necessary.
• Evaluates staffing requirements and utilization of staff; supervises, evaluates, trains, and motivates assigned staff
• Develops and directs staff safety training programs; oversees safety of assigned staff and monitors work in progress; schedules staff work assignments. • Assists the Public Works Director with operating and capital improvement budgets • Analyzes annual operating costs and makes recommendations for budget development and improvements in operating costs
• Administers and monitors the approved budget; prepares project cost estimates and analysis. • Attends and participates in organizational and community meetings as necessary • Stays current on issues relative to wastewater treatment technologies; responds to and resolves community and organizational inquiries and complaints regarding treatment system operations.
• Represents the City’s wastewater treatment functions in public relations activities and with regulatory agencies.
• Establishes and maintains a customer service orientation within the division. • Enforces rules, regulations, policies, and procedures relating to the operation of the wastewater treatment system and waste discharge requirements prescribed in all applicable sections of the Clean Water Act and California Water Code. • Performs standby duties for water and wastewater treatment facilities on a routinely scheduled basis.
• Establishes positive working relationships with representatives of community organizations, state/local agencies and associations, City management and staff, and the public.
KNOWLEDGE OF:
Agenda Item #10.8.
CONFIDENTIAL
424.285.0051• [email protected] • www.getots.com • 10250 Constellation Blvd, Ste 03-115 Los Angeles, CA 90067 • Modern principles, practices, and techniques of wastewater treatment plant operations, quality assurance, process controls, and systems maintenance.
• Testing methods and procedures, including qualitative and quantitative analysis. • Principles and practices of wastewater collection.
• Design, planning, and development of wastewater treatment facilities; cost, time, and materials estimating.
• Principles and practices of bacteriological and sampling techniques and mathematical analysis; methods and techniques of supervision, training, and motivation. • Applicable federal, state, and local laws, codes, and regulations, including those governing wastewater treatments, quality monitoring and control.
• Methods and techniques of scheduling work assignments. • Methods and techniques for record keeping and report preparation and writing. • Use proper English, spelling, and grammar.
• Occupational hazards and standard safety practices.
• Proficient with office procedures, methods, and equipment including computers and applicable software applications such as word processing, spreadsheets, and databases.
ABILITY TO:
• Plan, organize, and supervise the operation of a wastewater treatment plant and associated collection systems.
• Ensure equipment is maintained appropriately.
• Accurately supervise and perform water quality laboratory testing and analysis. • Ensure chemical and bacteriological laboratory tests are conducted in accordance with mandates. • Analyze and interpret laboratory tests and make modifications to wastewater treatment plant operations as required; read and interpret plant operations equipment. • Maintain accurate and updated logs, records, and reports; prepare and submit comprehensive and mandated reports.
Perform plant operation and maintenance assignments; represent the City’s wastewater treatment functions with other governmental agencies and community groups. • Plan, organize, train, evaluate, and direct work of assigned staff; interpret, explain, and apply applicable laws, codes, and regulations
• Read, interpret, and record data accurately
• Organize, prioritize, and follow- up on work assignments. • Work independently and as part of a team.
• Make sound decisions within established guidelines; analyze a complex issue and develop and implement an appropriate response.
• Follow written and oral directions.
• Observe safety principles and work in a safe manner.
• Communicate clearly and concisely, both orally and in writing. • Establish and maintain effective working relationships with those contacted in the course of work.
LICENSE AND CERTIFICATION REQUIRED:
SWRCB Grade IV Wastewater Treatment Plant Operator Certification
6. Break Requirement:
California law requires that within an 8 hour shift the Operator is entitled to a 30-minute break. This lunch break may be waived by mutual consent of both the Client and the Operator. If the Operator works over 10 hours in one day, they are entitled to a second lunch Agenda Item #10.8.
CONFIDENTIAL
424.285.0051• [email protected] • www.getots.com • 10250 Constellation Blvd, Ste 03-115 Los Angeles, CA 90067 break of 30 min. The second meal period may not be waived if the first period is waived, however either meal period can be counted as work hours and compensated for at the normal hourly rate.
EXHIBIT A
FEE SCHEDULE
Included Insurance Included Services
● $1M Per Occurrence / $2M Aggregate Unencumbered
Commercial General Liability
● Certified Payroll and Compliance Services
● 1M Commercial Auto Insurance; Non-Owner Vehicle ● Operator Offered Paid Health Insurance ● $5M Professional Liability ● Meals (per diem) on Travel Assignments ● $4M Umbrella Liability Coverage ● Travel Costs (Flight, Mileage and Housing) ● $1M Worker’s Compensation ● Required Safety PPE
● $5M Commercial Pollution Control Liability ● Health and Safety Medical Screening ● $5M Employment Practice Liability Insurance ● Uniforms OTS Fee Schedule
OTS Candidate #1- Wastewater Chief
Plant Operator
Local Regular Rate: $165/hr.
Per Diem: $340/week
Housing: $585/week
Local Bill Rate VS Travel Bill Rate:
OTS recognizes the need to provide highly skilled and certified professionals for all our Clients. Due to staffing shortages throughout the country, OTS will provide our Clients two options for potential operators to use on their projects.
Local Operator – any OTS-certified professional living within a 40-mile radius of the defined project Travel Operator – any OTS-certified professional living outside the 40-mile radius of the defined project shall be deemed a Travel Operator. OTS provides our Travel Operator housing, local per diem rates, and mileage reimbursement. Mileage is travel to and from their domicile to the provided OTS housing and is paid every two weeks.
Minimum Hours- As previously stated, any OTS professional who is a Travel Operator is provided housing, mileage and local per diem. In order to ensure that the travel expenses are covered by the Travel Rate, there is a minimum amount of hours each Travel Operator must work per week. The minimum hours for this position are _3__.
Overtime:
Workweeks are defined as 5 days @ 8 hours per day. Overtime hours, according to the State of California, are defined as any work in excess of eight (8) hours in one normal workday and any work in excess of 40 hours in any one workweek and the first eight hours worked on the seventh day of work in any one workweek. These overtime hours shall be compensated at the rate of no less than one and one-half (1.5) times the regular rate of pay. If Operator works more than 12 hours in any workday or works any time in excess of eight hours on the Agenda Item #10.8.