St. Helena City Council
August 26, 2025

**AMENDED 8/26/2025**
City of St. Helena
Regular City Council Meeting
Tuesday, August 26, 2025 @ 6:00 PM
Vintage Hall Board Room - Second Floor
465 Main Street, St. Helena

PLEASE NOTE: Any person who wishes to speak regarding an item on the agenda or make a comment under the "Oral Communication" portion of the agenda may do so, but please observe the time limit of four minutes. The Mayor may reduce the four minute time limit for all speakers in circumstances where a large number of citizens intend to make public comment.

The City Council meeting will be live-streamed on Comcast 28 and on the City's website Public comment for meetings will be accepted via email to [email protected]. All public comments must be received three hours prior to the meeting. All other public comments received after the deadline will be attached to the item the next business day or soon thereafter. Public comments will not be read out loud but will be publicly available and attached to the on-line agenda.

The schedule of upcoming meetings and published meeting agendas can be found on the City of St. Helena website at https://sthelena.civicweb.net/portal/.

Page

1. CALL TO ORDER

2. ROLL CALL
Mayor: Paul Dohring, Vice Mayor: Michelle Deasy, City Council Members:

Aaron Barak, Kate Spadarotto, Billy Summers

3. PLEDGE OF ALLEGIANCE

4. ADOPTION OF THE AGENDA

5. APPROVAL OF THE MINUTES
Estimated start time: 6:05 p.m.

5.1. Consideration and proposed approval of Regular Meeting Minutes of August 12, 2025.

Regular City Council - 12 Aug 2025 - Minutes
9 - 18

6. PUBLIC FORUM:

Members of the public are entitled to speak on matters of municipal concern not on the agenda during Public Forum. Each person’s comments shall be limited to 4 minutes. Each person is entitled to speak on any non-agendized item only once at any meeting. Brief questions by Council Members for clarifications may be posed and answered, and Council Members may make requests that items be placed on future agendas, but in accordance with state law, no substantive discussion or action may take place unless and until the matter properly appears on the agenda.

Estimated start time: 6:10 p.m.

6.1. Public Comment.Kelly Wheaton
Public Comment.Jeff Farmer
Public Comment.Dan Hale
19 - 23

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

Reports by staff and/or Council Members on items of general interest. Brief questions for clarification may be posed and answered, and Council Members may request that items be placed on a future agenda. Except under certain circumstances, the Brown Act prohibits any other discussion or action by the City Council.

Estimated start time: 6:20 p.m.

8. PRESENTATIONS AND PUBLIC RECOGNITIONS

9. STAFF BRIEFING

10. CONSENT ITEMS
Members of the Council or the public (present at the meeting) may ask that any items be considered individually for purposes of considering alternative action, for extended discussion, or for public comment. Unless that is done, one motion may be used to adopt all recommended actions. (Roll Call Vote) Estimated start time: 6:30 p.m.

10.1. Approval of the Measure U Master Funding Agreement and Authorization for the City Manager to execute the Agreement with Napa Valley Transportation Authority-Tax Agency.

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

Approve the resolution.

Staff Report - Measure U Master Funding Agreement - Pdf 25 - 52

10.2. Consideration and proposed adoption of a Resolution (1) Awarding the S18-70 Replacement 1% of Sewer Mains Annually Project & the S24- 02 High Priority Pipeline Replacement Project & the CDBG Downtown Sewer Lateral Replacement Project to JD General Engineering Corp in the amount of $1,037,451; (2) Authorizing the City Manager to execute the Construction Contract with JD General Engineering Corp; (3) Authorizing the Director of Public Works to approve Change Orders not-to-exceed 15% for Projects S18-70 & S24-02, and 25% for CDBG Sewer Repair Project. (4) Establish the CDBG Downtown Sewer Lateral Replacement Project in the Capital Improvement Plan (CIP) as Project Number S26-03.

CEQA Determination: Exempt
Prepared By: Mario Traverso, Project Manager, Stephanie Killingsworth, Public Works Financial Analyst
Recommendation:

Staff recommends approval of the attached resolution.
53 - 62

Staff Report - S24-02, S18-70 and CDBG Contract Award - Pdf

10.3. Consideration and proposed adoption of a Resolution authorizing the City Manager to execute Amendment No. 1 to Professional Services Agreement STH Contract: FY2025-032 with Water Quality & Treatment Solutions, Inc. (WQTS) in the amount of $50,000 for a total contract not-to-exceed amount of $74,475.

CEQA Determination: Not a CEQA project
Prepared By: Stephanie Killingsworth, Public Works Financial Analyst Recommendation:

Staff recommends approval of the attached Resolution.

Staff Report - Amendment No. 1 to Professional Services Agreement with Water Quality & Treatment Solutions, Inc. - Pdf
63 - 70

10.4. July 2025 Review and Forecasting of City Water Supply Availability.

CEQA Determination: Not a CEQA project
Prepared By: Ian Dale, Environmental Services Tech
Recommendation:

Receive and file.

Staff Report - Water Supply and Forecasting - July 2025 - Pdf 71 - 76

10.5. Approval of Resolution Authorizing Recruitment for One Part-Time Library Assistant and Two Police Officers.

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

Staff recommends approval of the attached resolution.

Staff Report - Recruiting Approval - Pdf
77 - 81

10.6. Approval of Resolution Authorizing Recruitment of a Wastewater Treatment Plant Operator and Appointment of a Part-Time Chief Plant Operator to Support Wastewater Treatment Plant Operations.

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

Staff recommends approval of the attached resolution.

Staff Report - Wastewater Treatment Plant Staffing - Pdf 83 - 87

10.7. Approval of a Resolution authorizing the City Manager to enter into an agreement with Napa County Library for automation services.

CEQA Determination: Not a CEQA project
Prepared By: Mara Strickler, City Librarian
Recommendation:

Staff recommends that the City Council adopt a resolution authorizing the City of St. Helena to enter into a Memorandum of Understanding (MOU) with the Napa County Library for automation services.

Staff Report - Library System Migration with Napa County - Pdf 89 - 99

10.8. Approval of a Resolution authorizing the City Manager to enter into an agreement with St. Helena Unified School District to provide Student Success Cards
CEQA Determination: Not a CEQA project
Prepared By: Mara Strickler, City Librarian
Recommendation:

Staff recommends that the City Council adopt a resolution authorizing the City of St. Helena to enter into a Memorandum of Understanding (MOU) with the St. Helena Unified School District to provide Student Success Cards through the St. Helena Public Library.

Staff Report - Student Success Card with SHUSD - Pdf
101 - 109

10.9. Consideration and proposed adoption of a resolution (1) Approving temporary street closures; and (2) Authorizing possession of open alcoholic beverages on public streets and parking lots for the 2025 Harvest Festival.

CEQA Determination: Not a CEQA project
Prepared By: Ashley Sylvester, Recreation Manager
Recommendation:

Staff recommends City Council review and adopt the attached resolution.

Staff Report - Harvest Festival Road Closure and Alcohol Request - Pdf 111 - 114

10.10. Consideration and proposed adoption of a resolution authorizing (1) a temporary street closure of Hunt Avenue from November 24, 2025 until January 5, 2026 with additional street closures on November 26, 2025; and (2) possession of open alcoholic beverages on public streets on November 26, 2025 for the Holiday Wine Barrel Tree installation and lighting ceremony.

CEQA Determination: Not a CEQA project
Prepared By: Ashley Sylvester, Recreation Manager
Recommendation:

Staff recommends City Council review and adopt the attached resolution.

Staff Report - Holiday Wine Barrel Tree Road Closure and Alcohol Request - Pdf
Public Comment.Tracy McBride
Public Comment.Elaine de Man
115 - 124

11. PUBLIC HEARINGS
Estimated start time: 6:40 p.m.

11.1. **THIS ITEM WILL BE CONTINUED TO A DATE
UNCERTAIN**
To adopt (1) a Resolution of the City Council of the City of St. Helena approving an Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants for the Hunter Subdivision Project, authorizing the city manager to execute the Affordable Housing 125 - 309

Agreement and directing the acting city clerk to record the agreement in the official records of Napa County, and (2) a Resolution of the City Council of the City of St. Helena approving the Final Subdivision Map, Subdivision Improvement Agreement and Post-Construction Storm Water Management and Maintenance Agreement; authorizing the city manager to execute the approved agreements; and authorizing the city clerk to record the final subdivision map and related agreements in the official records of Napa County
CEQA Determination: Environmental Impact Report
Prepared By: Eric Janzen, Assistant Public Works Director Recommendation:

To adopt (1) a Resolution of the City Council of the City of St. Helena approving an Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants for the Hunter Subdivision Project, authorizing the city manager to execute the Affordable Housing Agreement and directing the acting city clerk to record the agreement in the official records of Napa County, and (2) a Resolution of the City Council of the City of St. Helena approving the Final Subdivision Map, Subdivision Improvement Agreement and Post-Construction Storm Water Management and Maintenance Agreement; authorizing the city manager to execute the approved agreements; and authorizing the city clerk to record the final subdivision map and related agreements in the official records of Napa County.

Staff Report - Consideration of a Resolution approving the Final Map for the Hunter Subdivision and authorizing the City Clerk to Record the Final Map - Pdf
Public Comment.Frank and Tracy Jonelis
Public Comment.Gabriel and Tishna Pastrama
Public Comment.Kathleen Guneratne
Public Comment.Sherri Kelly
Public Comment.Frank Jonelis
Public Comment.Monique Olivier
Public Comment.Elisabeth Alderman
Public Comment.Sandra Lowry
Public Comment.Frank Jonelis (2)
Public Comment.Priscilla Dell and Grace Kistner

12. OLD BUSINESS
Estimated start time: 6:50 p.m.

12.1. Request for Authorization to Publish the Bid Announcement for the Main Street St. Helena Pedestrian Improvements Project.

CEQA Determination: Exempt from the requirements of CEQA pursuant to CEQA Guidelines Sections 15301, 15302, 15303 and 15061(b)(3).

Prepared By: Eric Janzen, Assistant Public Works Director Recommendation:

To adopt the Resolution Authorizing the Public Works Department to Publish the Bid Announcement for the Main Street St. Helena 311 - 326

Pedestrian Improvements Project (CIP R18-81).

Staff Report - Request for Authorization to Publish the Bid Announcement for the Main Street St. Helena Pedestrian
Improvements Project to Replace Sid - Pdf
Presentation

13. NEW BUSINESS
Estimated start time: 7:15 p.m.

13.1. Sesquicentennial Design and Promotional Material
CEQA Determination: Not a CEQA project
Prepared By: Ashley Sylvester, Recreation Manager
Recommendation:

Staff recommends that the City Council review and approve the logo and tag-line created by the committee for the sesquicentennial celebration.

Staff Report - Sesquicentennial Design and Promotional Material - Pdf Presentation
327 - 336

13.2. Consideration and proposed approval of a resolution for the City Council appointment of an applicant to fill the Parks and Recreation Commission vacancy.

CEQA Determination: Not a CEQA project
Prepared By: Erika Opp, Administrative Analyst
Recommendation:

Approve a resolution appointing one applicant to the Parks and Recreation Commission.

Staff Report - Appointing Applicant to Fill the Parks and Recreation Commission Vacancy - Pdf
337 - 344

14. CITY COUNCIL REPORTS:

14.1. A. Association of Bay Area Governments (ABAG) - Executive Board B. Association of Bay Area Governments (ABAG) - General Assembly C. Napa Valley Tourism Corporation (Umbrella for Napa County) D. League of California Cities – North Bay Division
E. Napa County City Selection Committee
F. Napa County Flood Control and Water Conservation District G. Napa County Local Agency Formation Commission (LAFCO) H. Napa Valley Transportation Authority (NVTA)
I. Napa County Watershed Information Center & Conservancy (WICC)

J. Upper Valley Waste Management Agency
K. Napa County Groundwater Sustainability Plan Advisory Committee L. Napa County Regional Climate Action Committee
M. Council Ad Hoc and Standing Committee Reports

15. ADJOURNMENT
The next Regular City Council meeting is scheduled for September 9, 2025 at 6:00 p.m.

This agenda was posted at City Hall, 1088 College Avenue, and at Vintage Hall, 465 Main Street, St. Helena, California on August 22, 2025.

Erika Opp, Administrative Analyst
In Compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please call the City Clerk’s Office (707) 967-2792. Notification 72 hours prior to the meeting as required by Section 202 of the Americans with Disabilities Act will enable the City to make reasonable arrangements to ensure accessibility to this meeting.

CHALLENGING DECISIONS OF CITY ENTITIES
The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City of St. Helena is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision, including without limitation Government Code section 65009 applicable to many land use and zoning decisions, Government Code section 66499.37 applicable to the Subdivision Map Act, and Public Resources Code section 21167 applicable to the California Environmental Quality Act (CEQA). Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. Government Code section 65009 and 66499.37, and Public Resources Code section 21167, impose shorter limitations periods and requirements, including timely service in addition to filing.

If a person wishes to challenge the above actions in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of St. Helena, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

SUPPLEMENTAL MATERIAL RECEIVED AFTER THE POSTING OF THE AGENDA
Any supplemental writings or documents distributed to a majority of the City Council regarding any item on this Agenda, after the posting of the Agenda,

will be available for public review in the City Clerk’s Office located at 1088 College Avenue, St. Helena, California, during normal business hours and by appointment. In addition, such writings or documents will be made available on the City’s web site at https://sthelena.civicweb.net and will be available for public review at the respective meeting.

MINUTES
City of St. Helena
Regular City Council Meeting
Tuesday, August 12, 2025 @ 6:00 PM
Vintage Hall Board Room - Second Floor
465 Main Street, St. Helena
A complete video recording of this meeting, except for closed session, can be found at https://sthelena.civicweb.net/Portal/ or by calling the City Clerk at (707) 968-2742. The City Council video is the official record of the Council meeting.

Present: Mayor Paul Dohring, Vice Mayor Michelle Deasy, Council Member Kate Spadarotto, and Council Member Billy Summers

Absent: Council Member Aaron Barak

1. CALL TO ORDER
Mayor Dohring called the meeting to order at 6:05 p.m.

2. ROLL CALL

3. PLEDGE OF ALLEGIANCE
Mayor Dohring led the Pledge of Allegiance

4. ADOPTION OF THE AGENDA
Council Member Kate Spadarotto moved to adopt the agenda. The motion was seconded by Council Member Billy Summers and on voice vote carried by the following vote:

AYES: Mayor Paul Dohring, Vice Mayor Michelle Deasy, Council Member Kate Spadarotto, and Council Member Billy Summers
NOES: None
ABSENT: Council Member Aaron Barak
ABSTAIN: None
RECUSE: None

5. APPROVAL OF MINUTES

5.1 Consideration and proposed approval of Regular Meeting Minutes of July 22, 2025.

Council Member Kate Spadarotto moved to approve the Regular Meeting Minutes of July 22, 2025. The motion was seconded by Vice Mayor Michelle Deasy and on voice vote carried by the following vote:

AYES: Mayor Paul Dohring, Vice Mayor Michelle Deasy, Council Member Kate Spadarotto, and Council Member Billy Summers
Agenda Item #5.1.

Regular City Council
August 12, 2025
NOES: None
ABSENT: Council Member Aaron Barak
ABSTAIN: None
RECUSE: None

6. PUBLIC FORUM:

Tom Belt, Elaine de Man and Dave Erickson addressed the City Council.

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

City Attorney Ethan Walsh reported on the Special Closed Session Meetings of July 29, 2025 and August 12, 2025 and noted that there was no reportable action from either meeting.

Assistant City Manager, Joe Leach gave brief update on Capital Improvement Projects.

City Manager, Anil Comelo provided an update on the upcoming Special Joint Session Meeting of the City Council and Planning Commission, scheduled for August 19, 2025, and gave brief staffing update.

8. PRESENTATIONS AND PUBLIC RECOGNITIONS

8.1 Update from Measure H Committee Chair, Christopher Warner Committee Chair Christopher Warner provided a brief update on the Measure H Committee.

9. STAFF BRIEFING

10. CONSENT ITEMS
Members of the Council or the public may ask that any items be considered individually for purposes of considering alternative action, for extended discussion, or for public comment. Unless that is done, one motion may be used to adopt all recommended actions. (Roll Call Vote)

10.1 Authorization for the City of St. Helena to Enter Into a Memorandum of Agreement (MOA) with the Napa County Resource Conservation District (NCRCD) as a partner in the Urban and Community Forestry Grant Program.

CEQA Determination: Not a CEQA project
Prepared By: Lesley Milton, Deputy City Manager
Recommendation:

Staff recommends that the City Council adopt a resolution authorizing the City of St. Helena to enter into a Memorandum of Agreement (MOA) with the Napa County Resource Conservation District (NCRCD) to participate in the Inflation Reduction Act (IRA) Urban and Community Forestry (UCF) Grant Program Agenda Item #5.1.

Regular City Council
August 12, 2025
titled Our Napa Forests: Growing an Equitable Tree Canopy Through CrossJurisdictional Collaboration.

10.2 This item was pulled.

Receive report for FY 2024/2025 City of St. Helena Water Supply Update and Projected Water Demand.

10.3 Adoption of a resolution authorizing the City Manager to enter into an agreement with Upper Valley Disposal for Sludge Hauling Services from the Wastewater Treatment Plant.

CEQA Determination: Not a CEQA project
Prepared By: Lesley Milton, Deputy City Manager
Recommendation:

Staff recommends that the City Council authorize the City Manager to execute and agreement authorize payment of sludge hauling services provided by Upper Valley Disposal related to the operation of the newly commissioned Membrane Bioreactor (MBR) facility at the City’s Wastewater Treatment Plant, in an amount not to exceed $100,000 annually.

10.4 This item was pulled.

Consideration and Approval of a Resolution (1) Authorizing Payment of Underbilled Amount of $66,224.08 to Operational Technical Services (OTS) and (2) Authorizing the City Manager to execute Professional Services Agreement with OTS in a not-to-exceed amount of $127,600 for six-months of temporary Wastewater Treatment Operator with SWRCB Wastewater Treatment Grade 4 Certification or higher.

10.5 Consideration and Adoption of a Resolution: (1) Approving Additional Funding Allocation for Bid Alternate 1 (Crane Parking) under the R25-79 Pavement Restoration Project Contract with JD General Engineering Corp. in the amount of $177,500 for a total contract not-to-exceed amount of $1,598,140; (2) Authorizing Necessary Budget Adjustments and Transfers.

CEQA Determination: Class I Categorical Exemption under Section 15301 of CEQA
Prepared By: Stephanie Killingsworth, Public Works Financial Analyst Recommendation:

Staff recommends approval of the attached Resolution.

10.6 This item was pulled.

Request for Authorization to Publish the Bid Announcement for the Main Street St. Helena Pedestrian Improvements Project.

10.7 Consideration and proposed approval of a resolution amending the City of St.

Helena Conflict of Interest Code pursuant to the Political Reform Act of 1974.

CEQA Determination: Not a CEQA project
Agenda Item #5.1.

Regular City Council
August 12, 2025
Prepared By: Andrew Bradley, Program Manager, Erika Opp, Administrative Analyst
Recommendation:

It is recommended that the City Council adopt a Resolution approving and adopting the amended Conflict of Interest Code pursuant to the Political Reform Act of 1974, and rescind the previous Conflict of Interest, resolution 2022-84.

10.8 Approval of a Resolution authorizing the City Manager to execute Amendment No. 1 to the Professional Services Agreement with Beauchaine Consulting Group, LLC to provide public management consulting services related to labor negotiations for an additional $50,000 for a total amount not-to-exceed $100,000, which is included in the FY 2025-26 Operating Budget.

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

Staff recommends approval of the attached resolution.

10.9 This item was pulled.

Approval of a Resolution Updating the City of St. Helena Authorized Signatories with the Local Agency Investment Fund (LAIF) of the California State Treasury.

10.10 Authorizing a resolution approving a three-year Professional Services Agreement for Professional Auditing Services with Harshwal & Company, LLP in the amount not-to-exceed of $29,600 in the first year, $30,880 in the second year, and $32,230 in the third year for a total $92,710 over the three-year term.

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

Staff recommends approval of the attached resolution.

10.11 Second Reading of Ordinance Reimplementing Penalties for Delinquent Water and Sewer Bills.

CEQA Determination: Not a CEQA project
Prepared By: Martin Beltran, Finance Manager
Recommendation:

Adoption by title only and waive the second reading of the proposed Ordinance amending Sections 13.04.100 and 13.04.130 of Article 1, Chapter 13.04, Title 13 of the St. Helena Municipal Code and Section 13.20.020 of Chapter 13.20, Title 13 of the St. Helena Municipal Code regarding procedures for delinquent water bills and provisions for the disconnection of water service, and procedures for handling delinquent sewer accounts.

Vice Mayor Michelle Deasy moved to approve items 10.1, 10.3, 10.5, 10.7, Agenda Item #5.1.

Regular City Council
August 12, 2025

10.8, 10.10, 10.11.

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

AYES: Mayor Paul Dohring, Vice Mayor Michelle Deasy, Council Member Kate Spadarotto, and Council Member Billy Summers
NOES: None
ABSENT: Council Member Aaron Barak
ABSTAIN: None
RECUSE: None

10.2 Receive report for FY 2024/2025 City of St. Helena Water Supply Update and Projected Water Demand.

CEQA Determination: Exempt
Prepared By: Ian Dale, Environmental Services Tech
Recommendation:

Receive and File.

Resident Tom Belt requested item to be pulled for further discussion.

Assistant City Manager/Public Works Director, Joe Leach provided brief summary of item.

Mayor Dohring opened Public Comment; Public Comment was received by Tom Belt. Questions were answered by Assistant City Manager Leach.

Vice Mayor Michelle Deasy moved to approve staff's recommendation on Item

10.2. The motion was seconded by Council Member Kate Spadarotto and on roll call carried by the following vote:

AYES: Mayor Paul Dohring, Vice Mayor Michelle Deasy, Council Member Kate Spadarotto, and Council Member Billy Summers
NOES: None
ABSENT: Council Member Aaron Barak
ABSTAIN: None
RECUSE: None

10.4 Consideration and Approval of a Resolution (1) Authorizing Payment of Underbilled Amount of $66,224.08 to Operational Technical Services (OTS) and (2) Authorizing the City Manager to execute Professional Services Agreement with OTS in a not-to-exceed amount of $127,600 for six-months of temporary Wastewater Treatment Operator with SWRCB Wastewater Treatment Grade 4 Certification or higher.

CEQA Determination: Not a CEQA project
Agenda Item #5.1.

Regular City Council
August 12, 2025
Prepared By: Stephanie Killingsworth, Public Works Financial Analyst Recommendation:

Staff recommends approval of the attached Resolution.

Resident Tom Belt requested Item 10.4 be pulled for further discussion.

Assistant City Manager/Public Works Director Leach provided brief update.

Mayor Dohring opened Public Comment; Public Comment was received by Tom Belt and Kelly Wheaton.

Item was brought back to Council for further discussion and questions.

Vice Mayor Michelle Deasy moved to approve resolution. The motion was seconded by Council Member Billy Summers and on roll call carried by the following vote:

AYES: Mayor Paul Dohring, Vice Mayor Michelle Deasy, Council Member Kate Spadarotto, and Council Member Billy Summers
NOES: None
ABSENT: Council Member Aaron Barak
ABSTAIN: None
RECUSE: None

10.6 Request for Authorization to Publish the Bid Announcement for the Main Street St. Helena Pedestrian Improvements Project.

CEQA Determination: Exempt from the requirements of CEQA pursuant to CEQA Guidelines Sections 15301, 15302, 15303 and 15061(b)(3).

Prepared By: Eric Janzen, Assistant Public Works Director Recommendation:

To adopt the Resolution Authorizing the Public Works Department to Publish the Bid Announcement for the Main Street St. Helena Pedestrian Improvements Project (CIP R18-81).

Resident Anthony Micheli requested to pull item for further discussion.

Assistant City Manager/Director of Public Works Joe Leach provided brief update on the item.

Mayor Dohring opened Public Comment; Public Comment was received by Anthony Micheli, Kelly Wheaton and Tom Belt.

Discussion was turned over to the Council.

Vice Mayor Michelle Deasy moved to approve resolution. The motion was Agenda Item #5.1.

Regular City Council
August 12, 2025
seconded by Mayor Paul Dohring and on roll call failed by the following vote:

AYES: Mayor Paul Dohring and Vice Mayor Michelle Deasy
NOES: Council Member Kate Spadarotto and Council Member Billy Summers ABSENT: Council Member Aaron Barak
ABSTAIN: None
RECUSE: None

10.9 Approval of a Resolution Updating the City of St. Helena Authorized Signatories with the Local Agency Investment Fund (LAIF) of the California State Treasury.

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

Staff recommends approval of the attached resolution.

Item was requested to be pulled by staff for further discussion.

Administrative Services Director, Mandy Kellogg provided brief update on the item.

Mayor Dohring opened Public Comment; Public comment was received by Mark Smithers, Christopher Warner, Arlene Corsetti and Elaine de Man.

Discussion was turned over to council where comments and questions ensued.

Council Member Kate Spadarotto moved to approve resolution. The motion was seconded by Vice Mayor Michelle Deasy and on roll call carried by the following vote:

AYES: Mayor Paul Dohring, Vice Mayor Michelle Deasy, Council Member Kate Spadarotto, and Council Member Billy Summers
NOES: None
ABSENT: Council Member Aaron Barak
ABSTAIN: None
RECUSE: None

11. PUBLIC HEARINGS

11.1 Consideration and proposed approval of a resolution approving the annexation of the property known as 945 Main Street, St. Helena, CA (APN 009-263-007), into the St. Helena Municipal Sewer District No. 1, MSD Annexation No. 152.

CEQA Determination: Not a CEQA project
Prepared By: Rebecca White, Administrative Assistant
Recommendation:

Agenda Item #5.1.

Regular City Council
August 12, 2025
It is recommended the City Council adopt a Resolution approving the annexation of the territories into the St Helena Municipal Sewer District No. 1 MSD.

Assistant City Manager/Director of Public Works, Joe Leach presented the item.

Mayor Dohring opened the Public Hearing; no comments were received.

Discussion was turned over to the Council. Mayor Dohring requested that, for future annexation items, the property owner's name be listed to identify any potential conflicts of interest for Council Members.

Council Member Billy Summers moved to approve the resolution. The motion was seconded by Council Member Kate Spadarotto and on roll call carried by the following vote:

AYES: Mayor Paul Dohring, Vice Mayor Michelle Deasy, Council Member Kate Spadarotto, and Council Member Billy Summers
NOES: None
ABSENT: Council Member Aaron Barak
ABSTAIN: None
RECUSE: None
Mayor Dohring called for a 10-minute recess at 7:35 p.m.

Mayor Dohring called the meeting back to order at 7:45 p.m.

12. OLD BUSINESS

12.1 Summary of Actions Taken To Address Fiscal Adversity and Describe Upcoming Steps and Seek Direction on Potential Actions
CEQA Determination: Not a CEQA project
Prepared By: Anil Comelo, City Manager
Recommendation:

Provide Direction On Potential Future Actions
City Manager, Anil Comelo reported on the item.

Mayor Dohring opened Public Comment; public comments were received by Kelly Wheaton, Garry Rose, Mark Smithers, Scott Anderson and Arlene Corsetti.

Discussion was turned over to the Council where comments and questions ensued. Council directed staff to schedule study sessions to discuss the sale of Agenda Item #5.1.

Regular City Council
August 12, 2025
City properties and City finances. Staff will also coordinate with the Finance Committee to obtain more information on the topics presented in the presentation.

13. NEW BUSINESS

13.1 Consideration and Designation of Voting Delegates for vote(s) to be done at the 2025 League of California Cities Annual Conference business meeting.

CEQA Determination: Not a CEQA project
Prepared By: Andrew Bradley, Program Manager
Recommendation:

Consideration and Proposed Approval of:

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

2. Designating Alternate Voting Delegates; and

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

City Manager Anil Comelo introduced the item.

Council designated Council Member Barak as the voting delegate and City Manager Comelo as the alternate voting delegate.

14. CITY COUNCIL REPORTS:

14.1 A. Association of Bay Area Governments (ABAG) - Executive Board B. Association of Bay Area Governments (ABAG) - General Assembly C. Napa Valley Tourism Corporation (Umbrella for Napa County) D. League of California Cities – North Bay Division
E. Napa County City Selection Committee
F. Napa County Flood Control and Water Conservation District G. Napa County Local Agency Formation Commission (LAFCO) H. Napa Valley Transportation Authority (NVTA)
I. Napa County Watershed Information Center & Conservancy (WICC) J. Upper Valley Waste Management Agency
Agenda Item #5.1.

Regular City Council
August 12, 2025
K. Napa County Groundwater Sustainability Plan Advisory Committee L. Napa County Regional Climate Action Committee
M. Council Ad Hoc and Standing Committee Reports
No reports were made.

15. ADJOURNMENT
Mayor Dohring adjourned the meeting at 8:32 p.m.

CHALLENGING DECISIONS OF CITY ENTITIES
APPROVED:
______________________________
Paul Jamison Dohring, Mayor
ATTEST:
_________________________
Erika Opp, Acting City Clerk
Agenda Item #5.1.

From: Kelly Wheaton
To: Public Comment
Subject: Rebuttal to remarks by Scott Anderson
Date: Thursday, August 21, 2025 1:51:57 PM
Dear Clerk,
Please include the following comment to the City Council in their packet for the next City Council Meeting.

Dear Mayor Dohring and City Councilmembers,
I want to call to the public and the council's attention the comments of Scott Andersen at the August 12, 2025 City Council Meeting. He began by saying, “It's no longer a secret that St Helena is facing a financial crisis. But what's exciting is the crisis is actually presenting the community for a once in a lifetime opportunity.” "Once-in-a-lifetime opportunity" was a red flag the minute I heard it because it is so often used as a marketing tactic, particularly in real estate, to create a sense of urgency and pressure, potentially leading to hasty decisions without examining the veracity of the claims and obscuring some of the risks.

His further comments justified my initial concerns. In the course of touting this opportunity, which is an initiative that he and Oliver Caldwell are promoting, Mr. Andersen not only misspoke, but also conflated some important issues. Consequently, I would like this clarification added to the public record as a written follow-up for the next City Council Meeting.Mr Andersen said that he and Oliver Caldwell are promoting an initiative that would save St Helena. (Note: beware of people who are saving St Helena for Luxury Developers.) He states: “In speaking with a friend of mine who was on the Finance Committee, who prepared the report in 2020, I was surprised to learn that the report did not include Adams Street of the Carnegie Building. The Finance Committee was told at the time to ignore these two buildings, these two assets because there was such an uproar by the community when it was put up for sale in 2016.”
FACT: The Carnegie Building in St. Helena, California, was NOT put up for sale in 2016.

FACT: Mr Andersen may be conflating the official Finance Committee established in 2024, with either the SHAPE Committee (2017-2018) or the Financing Civic Infrastructure Task Force (12/2019-5/2020), in order to give his words more legitimacy. The latter was called “Advisory group” by the City Manager.

Furthermore he goes on to say:
“I am going to put forward an initiative to try to educate people. As a Real Estate Professional...” I have seen the initiative. It is a classic “Bait and Switch.” While it is being touted as an opportunity to SAVE LYMAN PARK, the primary purpose of the initiative being presented by Mr. Andersen and Oliver Caldwell seems to be to sell the Adams Street property to a 5-Star Hotel Developer, Richard Holland. The community has already expressed its opinion of that option...multiple times including in a non-binding referendum. The structural deficit as put forward on their website is the same numbers that Arlene Corsetti, chair of the SH Finance Committee, called “Budget Fluff.” Based on the research of the finance committee, she believes the structural deficit is closer to 1.5 million.

Nothing to ignore, but nothing to force us to act out of fear rather than common sense. [She spoke directly after Mr Andersen. You can review the tape here; Mr Andersen's remarks at 2:05 and Ms Corsetti at 2:09 https://sthelena.civicweb.net/document/272185/].I think perhaps we do not need this sort of miseducation.

Mr. Andersen also insinuated that our taxes would be going up as a result of this deficit, but failed to mention that Agenda Item #6.1.

the city cannot raise taxes without a vote of the citizens, and that would require 2/3rds of the residents voting in favor. (There is an exception for bonds funding affordable housing or public infrastructure projects, which only require 55% of the vote.) Given the results of the last election, it seems unlikely the citizens will approve any new taxes until they have seen a more concerted effort on the part of the city to save money and stop spending it on things we don't really need.

I'm sure the council is well aware of the inconsistencies in Mr. Andersen's comment. I just want to make sure that the misstatements were included in the public record.

Thank you
Respectfully,
Kelly Wheaton
1335 Inglewood Ave
--
Kelly Wheaton
[email protected]
Beginners Guide to Genetic Genealogy
WheatonWood.com
Agenda Item #6.1.

From: Jeff Farmer
To: Erika Opp
Subject: minor correction to my letter
Date: Friday, August 22, 2025 3:03:26 PM
Hi Erika,
Minor correction in bold...
---------------------------------------------------------------- Honorable Mayor Dohring and City Council Members,
I want to thank Maya DeRosa for setting up the Housing meeting last week. It was an eyeopener.

It seems inevitable that new housing will be built somewhere on the ten sites the City has listed. Maybe not soon but eventually.

I believe we have an obligation to ensure the new homes are lived in rather than become just new groups of second homes. It would be wonderful if the City could force the buyers in some way to live here. My current understanding is this is not possible.

Since 2000 our population has dropped from 5,900 to 5,200 (US census). The real problem is getting more people to live here to reduce commutes, increase community engagement, create vibrant neighborhoods, and shoulder some of costs of living here. I find it ironic that we could just build these homes to satisfy the State and these real goals do not need to be addressed.

Without different thinking we'll end up with more and more hollowed out neighborhoods. I have to think that the State doesn't really want this either.

I don't have an answer - just pointing out the problem. Can the city find some special funding that would incentivize buyers of theses homes to live here? Jeff Farmer
Tainter Street
Agenda Item #6.1.

“HOW DO WE REFRAME THE HOUSING DISCUSSION?”
At last Tuesday evening’s City Council/Planning commission meeting, public comments and our guest speaker made clear, much of this conversation has centered on how little power we believe we have as a municipality — and how we might best resist or maneuver around state mandates, under the belief that doing so somehow protects or preserves our community.

Meetings like Tuesdays — however sincere — are often designed as much to mollify the appropriately engaged public and prepare them for the coming capitulation, when city officials say:
“Our hands are tied. There’s nothing we can do.” — A St. Helena chorus we become all too numb to? But for a moment can we step away from our reflexive answers and be just a little honest with ourselves? We repeatedly spend enormous time, energy and re$ource$ recrafting increasingly complex local laws — not to solve problems, but to delay or sidestep state mandates that were created specifically to address the very barriers we continue to reinforce. We are stuck in a loop — chasing our tails, threading needles, repeating the same cycles, and producing the same unproductive results.

So perhaps it’s time to pause and ask ourselves:

How did we get here? Why, year after year, do we continue to face a severe shortage of housing opportunities — and suffering the very real (on all fronts) community vibrancy and sustainability dampening consequences of failing to provide employers with an adequately housed workforce? The simplest, most honest answer is this:

WE HAVE NOT BUILT ENOUGH HOUSING — AND NOT ENOUGH OF THE HOUSING WE NEED.

We are a city with a fixed footprint, with prohibitively expensive values, surrounded by protected zones.

Densities are capped. And time and again, we’ve approached this challenge from a single perspective:

How do we stop change?
How do we delay it?
How do we preserve control — even when that control produces few results? But have we ever truly paused to frame the issue differently? What if we asked:
• How can we work more effectively with both organizations and builders — not against them — and from the beginning — to create and shape projects that reflect our community’s values and meet its needs? Why do we not have a proactive strategy to solve the problem? • What incentives are we offering to achieve the outcomes we actually want? • What tools, critical land assets, or influence do we already have — and are we willing to put them on the table to create actual opportunities to build homes, of the type and affordability we actually need, and not just theoretical (and never built) units on a zoning map? I understand the legitimate concerns around property values, community, and change. These concerns are real. But so is our housing crisis. Until we define and make possible what we seek, we will continue to spin and spin. And the current approach — resisting from the sidelines — is simply not working.

We cannot keep having the same conversation and expect a different result. So let’s reframe this challenge — not as a fight to stop housing, but as our opportunity — and responsibility to shape it.

Agenda Item #6.1.

Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Public Works
DATE: August 26, 2025
FROM: Mario Traverso, Project Manager
SUBJECT: Approval of the Measure U Master Funding Agreement and Authorization for the City Manager to execute the
Agreement with Napa Valley Transportation Authority-Tax Agency.

RECOMMENDED
ACTION:

Approve the resolution.

PREVIOUS COUNCIL
ACTION:

Approval of the Measure T Master Funding Agreement on
July 26, 2022.

STATEMENT OF THE
PURPOSE:

Approval of the Measure U Master Funding Agreement
and Authorization for the City Manager to execute the
Agreement with Napa Valley Transportation Authority-Tax Agency.

FINANCIAL IMPACT: None
BACKGROUND:

During the November 6, 2012 General Election the voters of Napa County approved a ½-cent sales tax increase known as Measure T (the Measure), the Napa Countywide Road Maintenance Act of 2012. The Measure became effective July 1, 2018, and is implemented and administered by the Napa Valley Transportation Authority - Taxing Authority ("NVTA-TA"). Tax proceeds are allocated among all local agencies within the County.

Measure T has been a significant funding source used for maintenance, reconstruction, and/or rehabilitation of streets, roads, and transportation infrastructure within the public right-of-way including but not limited to sidewalks, curb and gutters, curb ramps, lighting, traffic signage, striping, local roadway drainage, and intelligent transportation systems.

On February 13, 2018, the City entered into a Master Funding Agreement (Agreement No. STH Contract: 2018-036) with NVTA-TA that outlined funding conditions and procedures necessary for Local Agencies to receive sales tax disbursement.

On March 16, 2022, NVTA-TA adopted an amended Master Funding Agreement. The amended Master Funding Agreement repeals and replaces the original 2018 Master Funding Agreement, and requires approval from City Council.

Agenda Item #10.1.

In November 2024, Napa County voters approved Measure U, the Napa Valley Transportation Improvement Act. Measure U replaces Measure T, the Napa Countywide Road Maintenance Act passed in 2012, which expired on June 30, 2025. The measure continues a one-half cent sales tax to fund local and regional transportation improvements with additional provisions.

DISCUSSION:

Measure U extends the tax for 30 years until June 30, 2055 and provides a dedicated funding source for street and road maintenance, active transportation projects, and regional highway improvements. It also introduces updated performance, accountability, and flexibility requirements. NVTA has prepared a Master Agreement outlining the terms for fund allocation, project eligibility, reporting, and compliance, and distribution requirements.

In February, NVTA formed a Measure U working group including selected staff from each jurisdiction to review the draft. Since that meeting, feedback from legal counsel, public works directors, and finance directors has been incorporated. In May, NVTA retained Stradling LLC, as bond counsel to review the agreement and ensure compliance with legal and tax requirements for potential bond issuance. Their comments have been incorporated into the agreement.

The Master Agreement includes:

Distribution Formula: Based on average sales tax generation and lane miles (for the County), recalculated every five years.

Maintenance of Effort: Requires jurisdictions to maintain spending at 20% of prior-year revenue levels.
7% Active Transportation Requirement: Equivalent fund commitment for bike and pedestrian infrastructure.
5% Flex Fund Allowance: For broader transportation investments over the life of the measure.

Distribution of Funds: The methodology to distribute Measure U receipts.

Project Programming, Reporting and Compliance: Includes biennial five-year project lists, semi-annual progress reports, financial audits, and signage requirements, etc.

Execution of this agreement is required for each jurisdiction to begin receiving Measure U funds in FY 2025–26.

A summary of changes found in the Measure U when compared to Measure T include:

Agenda Item #10.1.

Section 5: The most significant update provided by Measure U is a new ability bond against future Measure U revenues and service bonds.

Section 6: Measure T required 6.67% of allocations be used for development, construction or maintenance of Class I active transportation projects. Measure U is amended to require 7% contribution toward projects of the same. Additionally, Measure U is approved for use on Class IV facilities (separated bike lanes). Currently, the City's contribution requirement is met by it's obligation to the Vine Trail, Yountville to St.

Helena segment.

Section 10: New provisions to divert additional funds to NTVA to support the Regional Transportation Enhancement Program, $6 million total over five years in total. Regional Transportation Enhancement Program projects include Highway 29 at Jameson Canyon improvements among other significant County improvement projects.

A copy of the Master Funding Agreement is included as Attachment 2 to this staff report.

ENVIRONMENTAL REVIEW: None
GOAL:

Goal 1: Strengthen Financial Sustainability
Goal 2: Improve Infrastructure & Further Environmental Sustainability Goal 5: Enhance Quality of Life
Goal 8: Implement Capital Improvement Plans (CIP) Projects Miscellaneous/Other DOCUMENTS ATTACHMENTS:

Attachment 1 - Resolution
Attachment 2 - Master Agreement Measure U
Agenda Item #10.1.

CITY OF ST. HELENA
RESOLUTION NO. 2025-__

RESOLUTION APPROVING THE MASTER AGREEMENT
WITH THE NAPA VALLEY TRANSPORTATION AUTHORITY –

TAX AGENCY FOR NAPA VALLEY TRANSPORTATION

IMPROVEMENT ACT, ALSO KNOWN AS MEASURE U
FUNDS

RECITALS
A. On November 5, 2024 the voters of Napa County passed the Napa Valley Transportation Improvement Act, also known as Measure U, a continuation of Measure T, which imposes a half cent transaction and use (sales) tax to provide supplemental funding for road maintenance as detailed in the Measure U Expenditure Plan; and
B. The Napa Valley Transportation Authority – Tax Agency (NVTA-TA) has been designated to administer and oversee the Measure U program and revenue disbursement; and
C. The City of St. Helena is an eligible recipient of Measure U funds, to be used for eligible transportation projects consistent with the Measure U Expenditure Plan and the Master Agreement; and
D. The City of St. Helena has entered into a Master Agreement, developed by NVTA-TA, to guide the implementation of Measure U funding, define roles and responsibilities, establish fund eligibility criteria, outline reporting requirements, and provide consistency among all participating jurisdictions; and E. Approval of the Master Agreement is required for the City of St. Helena to receive Measure U revenues, effective July 1, 2025; and
F. The Master Agreement sets forth procedures regarding project eligibility, Maintenance of Effort, Equivalent Fund contributions, 5% Flex Funds, financial reporting, and other responsibilities; and
G. Measure U project(s) will comply with the requirements under the California Environmental Quality Act (California Code Sections 21000 et seq.; as Agenda Item #10.1.

implemented through California Regulations Title 14, Chapter 3, Sections 15000 et seq.)

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

1. The St Helena City Council hereby adopts Measure U Master Agreement between the City of St. Helena and the Napa Valley Transportation Authority – Tax Agency
Approved at a Regular Meeting of the St. Helena City Council on August 26, 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 #10.1.

MASTER AGREEMENT
OF THE
NAPA VALLEY TRANSPORTATION AUTHORITY – TAX AGENCY

AND THE CITIES OF
AMERICAN CANYON, CALISTOGA, NAPA, ST. HELENA,

THE TOWN OF YOUNTVILLE, THE COUNTY OF NAPA,
AND

THE NAPA VALLEY TRANSPORTATION AUTHORITY
NVTA-TA AGREEMENT NO. 2025-C01
CITY OF NAPA AGREEMENT NO. ____________
COUNTY OF NAPA AGREEMENT NO. ____________
CITY OF AMERICAN CANYON AGREEMENT NO. ____________
CITY OF CALISTOGA AGREEMENT NO. ____________
CITY OF ST. HELENA AGREEMENT NO. ____________
TOWN OF YOUNTVILLE AGREEMENT NO. ____________
NVTA AGREEMENT NO. ___________
NVTA-TA Board of Directors Approval Date: July 16, 2025 Agenda Item #10.1.

Table of Contents
RECITALS ...........................................................................................................................................4

1. PURPOSE .......................................................................................................................................4

2. TERM.............................................................................................................................................4

3. ANNUAL AND NET RECEIPTS ...........................................................................................................4

4. FINANCING ....................................................................................................................................5

5. COST OF DEBT SERVICE ON BONDS .................................................................................................5

6. PROJECT FUNDING SOURCES ..........................................................................................................5

7. PRIVATE SECTOR FUNDING.............................................................................................................6

8. EXPENDITURE SUMMARY...............................................................................................................6

9. EXPENDITURE PLAN PROCEDURES ..................................................................................................8

10. MAINTENANCE OF EFFORT ...........................................................................................................8

11. COOPERATIVE FUNDING EXCHANGE AGREEMENTS .......................................................................9

12. ALLOCATION & DISBURSEMENT OF MEASURE U RECEIPTS.............................................................9

13. ALLOCATION & DISBURSEMENT OF MEASURE T RECEIPTS ...........................................................10

14. REGIONAL TRANSPORTATION ENHANCEMENT PROGRAM...........................................................11

15. COST ELIGIBILITY ........................................................................................................................11

16. BUDGET AND SCOPE...................................................................................................................12

17. PROJECT MANAGEMENT ............................................................................................................12

18. PROJECT OVERSIGHT ..................................................................................................................12

19. ATTRIBUTION AND SIGNAGE.......................................................................................................12

20. COMPLIANCE WITH LAW ............................................................................................................12

21. ENVIRONMENTAL COMPLIANCE .................................................................................................12

22. RECORDS....................................................................................................................................13

23. FINANCES...................................................................................................................................13

24. ELIGIBLE EXPENSES.....................................................................................................................13

25. AUDITS AND REVIEWS ................................................................................................................13

26. PROJECT REPORTING AND CLOSTOUT PROCEDURES....................................................................14

27. INDEMNIFICATION .....................................................................................................................14

28. INTERGRATION...........................................................................................................................14

29. AMENDMENT.............................................................................................................................14

30. INDEPENDENT AGENCY...............................................................................................................14

31. ASSIGNMENT .............................................................................................................................14 Agenda Item #10.1.

32. BINDING ON SUCCESSORS, ASSIGNERS OR TRANSFEREES ............................................................14

33. LEGAL EXPENSES ........................................................................................................................15

34. SEVERABILITY.............................................................................................................................15

35. ACCEPTANCE OF ALLOCATION.....................................................................................................15

36. FEDERAL AVIATION ADMINISTRATION REVENUE POLICY .............................................................15

37. COMPLIANCE WITH TAX LAW REPORTING REQUIREMENTS .........................................................16

38. EXHIBITS ....................................................................................................................................16

39. COUNTY OF NAPA SIGNATURE PAGE...........................................................................................17

40. CITY OF NAPA SIGNATURE PAGE .................................................................................................18

41. CITY OF ST. HELENA SIGNATURE PAGE ........................................................................................19

42. CITY OF AMERICAN CANYON SIGNATURE PAGE...........................................................................20

43. TOWN OF YOUNTVILLE SIGNATURE PAGE ...................................................................................21

44. CITY OF CALISTOGA SIGNATURE PAGE.........................................................................................22

45. NAPA VALLEY TRANSPORTATION AUTHORITY SIGNATURE PAGE .................................................23 [This section left intentionally blank]
Agenda Item #10.1.

This Master Agreement (“Agreement”) commencing on 1st day of July, 2025, by and between the Napa Valley Transportation Authority – Tax Agency, a local transportation agency authorized by the provisions of Division 19 of the California Public Utilities Code, hereinafter referred to as (“NVTA-TA”), and Cities of American Canyon, Calistoga, Napa, St. Helena, the Town of Yountville, the County of Napa (the “County”) and the Napa Valley Transportation Authority (“NVTA”), each individually an “Agency” and hereinafter collectively referred to as (“Jurisdictions”), to guide the distribution of revenues generated by the Napa Valley Transportation Improvement Act, commonly known as Measure U. NVTA-TA and Jurisdictions are hereinafter collectively referred to as the “Parties”.

RECITALS
WHEREAS, the voters of Napa County approved the Napa Valley Transportation Improvement Act (herein referred to as Measure U) at the General Election held on November 5, 2024; and WHEREAS, Ordinance No. 2024-01, attached hereto as EXHIBIT A (Measure U), does hereby replace Ordinance No. 2012-01, Napa Countywide Road Maintenance Act (Measure T) effective July 1, 2025; and
WHEREAS, the sales tax proceeds generated as of July 1, 2025 will be used to pay for the projects eligible under Measure U, submitted by and allocated to the Jurisdictions, as set forth in Measure U and as approved by the Jurisdictions’ governing boards and by NVTA-TA; and WHEREAS, the NVTA-TA Board of Directors approved this Agreement on July 16, 2025.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein, the Parties agree as follows:

1. PURPOSE.

This Agreement is entered between NVTA-TA and Jurisdictions to document the funding conditions necessary for the Jurisdictions to receive Measure U sales tax disbursements.

2. TERM.

Thirty (30) years from the commencement date of July 1, 2025, unless amended.

3. ANNUAL AND NET RECEIPTS.

Proceeds available for the Local Streets and Roads Maintenance Program under the Expenditure Plan (herein referred to as “Local Streets and Roads Maintenance”) shall be allocated in accordance with Ordinance No. 2024-01 and any amendments made to Measure U. Net Receipts Available for Agency Distribution (as hereinafter defined), plus interest earned on unobligated balances, shall be apportioned to the Jurisdictions’ transportation improvement account on a quarterly basis in accordance with Ordinance No. 2024-01 and any amendments made to Measure U.

Agenda Item #10.1.

4. FINANCING.
"Pay-as-you-go" financing is the primary method used unless an Agency, with NVTA-TA's concurrence, determines and approves in advance that bond financing is a more appropriate alternative for the delivery of such Agency’s own projects. The issuance of Agency Bonds (as hereinafter defined) may be subject to an Agency satisfying certain debt service coverage ratios that will be determined by the NVTA-TA Board prior to the issuance of the applicable Agency Bonds.

5. COST OF DEBT SERVICE ON BONDS.

In accordance with Measure U, the cost of debt issuance, debt service, and other costs relating to bonds or other evidence of indebtedness issued or incurred by NVTA-TA on behalf of an Agency for the purpose of financing such Agency’s projects (the “Agency Bonds”) will be borne by the individual Agency from Net Receipts Available for Agency Distribution otherwise apportioned to such Agency pursuant to Section 3 above. In addition, debt service on bonds or other evidence of indebtedness issued or incurred by NVTA-TA for purposes of financing Regional Transportation Enhancement Program projects (the “RTEP Bonds” and, collectively with the Agency Bonds, the “Bonds”) will be deducted from Net Receipts (as hereinafter defined) in the manner described in Section 8 of this Agreement. Any Bonds or other financing instruments issued by NVTA-TA shall have priority in both lien and payment to the other applications of Net Receipts, as set forth in Section 12 of this Agreement.

6. PROJECT FUNDING SOURCES (7% Equivalent Funds).

Parties collectively must demonstrate that at least seven percent (7%) of the dollar amount of the allocations each year for the Local Streets and Roads Maintenance Program have been committed to the project development, construction, and maintenance of Class I and/or Class IV active transportation infrastructure project(s) identified in the adopted Countywide Active Transportation Plan (CTP), including any amendments thereof. NVTA will maintain and annually update a database of each jurisdiction’s, including NVTA’s, contributions towards the 7% Equivalent funds and calculate the collective commitment of funds.

Up to twenty percent (20%) of the requirement may be met by routine maintenance expenditures.

The base year for calculating the seven percent (7%) equivalent funds will be determined using the most recent audited year of Measure T revenues, FY2023-24 for each jurisdiction to calculate the Measure U 7% Equivalent Funds as seen in Table 1. Equivalent calculations for Measure U are based on the total proceeds received by each jurisdiction, less administrative costs, the Regional Transportation Enhancement Program, debt service, and other mandatory costs.

Funding for Class I and/or Class IV projects that are funded by philanthropy, state discretionary funding or federal discretionary funding shall not count toward the seven percent (7%). [This section left intentionally blank]
Agenda Item #10.1.

Table 1. Sales Tax Receipts

7. PRIVATE SECTOR FUNDING.

Revenues provided from Measure U, shall not be used to replace private developer funding that has been or will be committed for any project to help alleviate the direct traffic impacts of any new or redeveloped residential, commercial, or industrial development in Napa County or its cities/towns.

8. EXPENDITURE PLAN SUMMARY.

Improvements identified on the Expenditure Plan as “projects” and “programs” as prescribed in Measure U, shall be funded by one-half of one percent (1/2%) transactions and use tax under Measure U.

The Net Receipts available for distribution to each Agency for the Local Streets and Roads Maintenance Program must be used for maintenance, reconstruction or rehabilitation of local streets, roads, and infrastructure within the public right-of-way. Up to five percent (5%) (herein referred to as “5% Flex Funds”) of allocations distributed to each Agency may be used on other transportation projects including roadway capacity projects. The 5% Flex Funds is over the life of the Ordinance No. 2024-01 and will include all debt issuance costs associated with projects funded with the 5% Flex Funds.

The amount transmitted from the California Department of Tax and Fee Administration (“CDTFA”) to the NVTA-TA will consist of the Measure U sales tax receipts collected by CDTFA, less any deduction for CDTFA’s services in connection with the Measure U sales tax (“Net Receipts”).

--->>> MEASURE U
Fiscal Year Ending June 30, 2022 2023 2024 2025 2026 2027 2028 Forecast Year -3 -2 -1 0 1 2 3
Actual, Budget or Forecast Actual Actual Actual Projection Projection Projection Projection Sales Tax Receipts & Interest Earnings 24,824,105 25,551,011 25,237,575 25,200,000 25,830,900 26,476,600 27,138,700 Admin Costs - Sales Tax Program 0 0 0 0 (516,600) (529,500) (542,800) NVTA-TA RTEP (Years 1-5) - - - - (1,200,000) (1,200,000) (1,200,000) Net Revenues For Distribution to Juridictions 24,824,105 25,551,011 25,237,575 25,200,000 24,114,300 24,747,100 25,395,900 (Before Debt Service)
Measure T Measure U -->
Actuals/Forecast FY2022 FY2023 FY2024 FY2025 FY2026 FY2027 FY2028 City of Napa 9,987,077 10,280,245 10,152,878 10,173,200 9,718,100 9,973,100 10,234,500 County of Napa 9,811,902 10,096,986 9,967,254 9,966,800 9,286,400 9,530,100 9,780,000 American Canyon 1,905,632 1,961,376 1,936,684 1,920,400 1,962,900 2,014,400 2,067,200 St. Helena 1,460,410 1,502,872 1,483,953 1,475,800 1,579,500 1,620,900 1,663,400 Calistoga 668,273 687,914 679,540 666,400 722,600 741,500 761,000 Yountville 668,273 687,914 679,540 666,400 844,000 866,100 888,900 NVTA Admin 248,631 257,879 257,685 252,000 516,600 529,500 542,700 NVTA RTEP - - - - 1,200,000 1,200,000 1,200,000
ITOC 73,907 75,825 80,041 79,000 - - -
$ 24,824,105 $ 25,551,011 $ 25,237,575 $ 25,200,000 $ 25,830,100 $ 26,475,600 $ 27,137,700 Equivalent Calculation Total Proceeds $ 25,830,900 $ 26,476,600 $ 27,138,700 Net Revenues For Distribution to Juridictions Net Proceeds $ 24,114,300 $ 24,747,100 $ 25,395,900 TOTAL 13,513,046 3,723,903 3,548,444 0 $ 1,758,935 $ 1,767,540 $ 1,735,786 Accumluated Balance 11,820,008 11,820,008 10,061,073 8,293,533 6,557,747 Agenda Item #10.1.

Net Receipts remaining following the deduction of (i) debt service payments on any RTEP Bonds and any other costs related to the RTEP Bonds, (ii) all administrative costs, including an allocation of no more than two percent (2.0%) of Net Receipts for NVTA administrative costs, and (iii) the RTEP Set-Aside amounts (the Net Receipts following such deductions are referred to herein as the “Net Receipts Available for Agency Distribution”) shall be allocated to the Jurisdictions as follows: (A) the Cities of American Canyon, Calistoga, Napa, St. Helena, and the Town of Yountville will be allocated a percentage distribution based on the proportionate sales tax generation in each respective Agency, calculated using the average of the three most recent audited years of sales tax generations per Ordinance No. 2024-01 and (B) the County will be allocated an amount based on fifty percent (50%) sales tax generation within the unincorporated County calculate using the average of the three most recent audited years of sales tax generations and fifty percent (50%) proportionate lane miles in the unincorporated County.

An Agency will receive no less than three percent (3%) of the Local Streets and Roads Maintenance revenues. Once the percentage distributions are calculated, an adjustment will be applied to normalize the total annual program to one hundred percent (100%) of the revenues available for distribution to the Jurisdictions.

Local Street and Road Example Formula
Table 2. LSR Example Formula
The above Local Streets and Road Formula is an illustrative example of the formula calculation and is subject to change upon the five-year update. See EXHIBIT F for FY26-FY30 Formula.

Total Sales Tax Data is derived from NVTA’s consultant reports of the total sales tax generations in a quarter. The total sales tax is also known as the 1% Bradley Burns local sales and use tax.

Transactional or other local taxes are not used in the formula calculations. The NVTA-TA will use the total sales taxes for FY 2024, FY 2023, and FY 2022 for the FY 2026-30 LSR Example percentage calculation.

Net Receipts Available for Agency Distribution shall be deposited in a special fund (the “Special Revenue Fund”), used solely for the identified improvements as prescribed in Measure U, and made available to the Jurisdictions responsible for the improvements in the Expenditure Plan.

Column Number A B C D E F G
Jurisdiction Sub-total Final
Distribution
Value
(in 1,000s) % Value %
County =
(B+D)/2;
Cities=B
Normalize to
100%
American Canyon $ 3,261 8.9% 112.8 7.5% 8.9% 8.0% 8.0%
City of Napa $ 16,493 45.0% 467.6 31.0% 45.0% 40.3% 40.2% Yountville $ 1,401 3.8% 16.6 1.1% 3.8% 3.4% 3.4%
St. Helena $ 2,703 7.4% 51.5 3.4% 7.4% 6.6% 6.6%
County of Napa $ 11,665 31.8% 828.7 55.0% 43.4% 38.9% 38.8% Calistoga $ 1,131 3.1% 30.6 2.0% 3.1% 2.8% 3.0%
Total $ 36,654 100.0% 1,507.8 100.0% 111.6% 100.0% 100.0% 3% Floor
Return to Source Amount Lane Miles
Agenda Item #10.1.

9. EXPENDITURE PLAN PROCEDURES.

Beginning on July 1, 2025, then biennially thereafter from July 1, 2027, each Agency shall develop and submit to NVTA-TA a five-year list of projects to be funded with revenues made available for the Local Streets and Roads Maintenance Program and other transportation projects funded by 5% Flex Funds, in accordance with Measure U (each, an “Agency Expenditure Plan”).

Each Agency shall conduct a public meeting and adopt a resolution substantially in the form of the resolution included as EXHIBIT C: Project List Adoption Resolution Template, in support of the proposed list of projects before submitting the project list to NVTA-TA. Jurisdictions must also identify in the five-year project list, those projects that require funds to be advanced through bonding, borrowing and/or funding exchange.

Prior to NVTA-TA approval, the Independent Taxpayer Oversight Committee (ITOC) shall consider each Agency’s biennial five-year list of projects (EXHIBIT B) and make a finding that such projects are consistent with the intent of Measure U and make a recommendation on which of the items on those project lists should be approved to NVTA-TA. An Agency Expenditure Plan may be amended by an Agency by conducting a public meeting and adopting a revised resolution with the amended Agency Expenditure Plan.

Parties will be encouraged to purchase goods and services for the project(s) from Contractors/Consultants/Suppliers based in Napa County, unless restricted by regulations guiding other funding sources included in the project funding. Parties must also fully consider the needs of non-motorized travelers, including pedestrians, bicyclists, and persons with disabilities, in all planning, maintenance, construction, operations, and project development activities and products.

Projects funded in full or in part with NVTA-TA revenues shall endeavor to not remove or reduce existing facilities for bicycling or pedestrians.

10. MAINTENANCE OF EFFORT.

To meet the Maintenance of Effort (MOE) requirement prescribed in Measure U, each Agency will expend, at a minimum, twenty percent (20%) of the Agency’s most recent audited year local streets and roads sales tax revenue in local general fund revenues.

In each subsequent year after the initial year, the Agency must allocate 20% of its most recent audited fiscal year’s receipts, not to increase by more than two percent (2%) of the prior year’s MOE amount. The initial year of the MOE calculation is based on Measure T proceeds to the jurisdictions in the year ended June 30, 2024.

The 20% MOE calculation will be based on the most recent audited fiscal year available at the time of annual certification deadline by May 15th. This calculation accounts for deductions made before Net Receipts are allocated to the Jurisdictions, including NVTA’s administrative allocation of up to 2% of Net Receipts, the $1.2 million per year for the first five years of the Regional Transportation Enhancement Program ($6 million total), and RTEP Bond related costs and debt service payments for up to $50 million aggregate principal amount of RTEP Bonds issued to deliver the Regional Transportation Enhancement Program.

Agenda Item #10.1.

Any Agency that does not meet its local MOE requirement for a five-year average period shall have its funding for the next year reduced by the amount the Agency did not meet its required average MOE level for the five years prior. Any funds not allocated due to the failure to meet the MOE requirement shall be reserved for the Agency until all MOE expenditures are fulfilled.

11. COOPERATIVE FUNDING EXCHANGE AGREEMENTS.

To maximize the effectiveness of the proceeds provided from Ordinance No. 2024-01, NVTA-TA and/or Agency may loan proceeds received, allocated or granted to any public agency party to this agreement provided that the percentage of proceeds allocated as provided is maintained over the duration of the Ordinance. Any exchange or loan agreement must include detailed repayment provisions, including appropriate interest earnings based upon the current treasury rate of interest.

All loans and/or exchanges must be approved by NVTA-TA by a majority vote and shall be consistent with all rules approved by NVTA-TA relating thereto.

12. ALLOCATION & DISBURSEMENT OF MEASURE U RECEIPTS.

In accordance with Measure U, the Net Receipts received from the CDTFA will be disbursed in the following order:

1. Bonds: In the event that any Bonds are issued by NVTA-TA and for so long as any Bonds remain outstanding, costs related to the Bonds shall be paid and debt service on the Bonds shall be paid or set-aside at the times and in the amounts set forth in the indenture or other document pursuant to which such Bonds were issued or incurred or as set forth in any document relating to the Bonds, including any credit or liquidity facility documents.

A. RTEP Bonds: As set forth in Section 8 of this Agreement, debt service on any RTEP Bonds and any costs related to the RTEP Bonds shall be deducted from Net Receipts for purposes of determining Net Receipts available for Agency distribution. The debt service payment schedule for RTEP Bonds will be determined prior to the time of issuance.

B. Agency Bonds: In the event that an Agency causes NVTA-TA to issue Agency Bonds for the purpose of financing such Agency’s projects, payments for costs associated with such Agency Bonds, other costs of financing and debt service on such Agency Bonds shall be deducted from the applicable Agency’s annual Local Streets and Road Maintenance Allocation and such debt service costs will not be deducted from Net Receipts for purposes of determining the total amount of Net Receipts Available for Agency Distribution. The distribution of the Local Streets and Roads Allocation set forth in 4 below to an Agency that has any outstanding Agency Bonds will be net of the costs relating to such Agency Bonds and actual debt service paid or set-aside in accordance with the indenture or other documents relating to such Agency Bonds. The debt service payment schedule with respect to an issue of Agency Bonds will be determined prior to the time of issuance and must comply with the covenants and requirements within the indenture or other bond documents.

Agenda Item #10.1.

2. NVTA Administration: A deduction of two percent (2%) of Net Receipts will be withheld for administration purposes.

3. Regional Transportation Enhancement Program (RTEP Set-Aside)- Year 1 (FY2026) to Year 5 (FY2030): A deduction of $1,200,000 per year distributed in monthly installments for the five fiscal years beginning in Fiscal Year 2025-26 and ending in Fiscal Year 2029- 30 for a total amount of $6,000,000.

4. Local Streets and Roads Maintenance Allocation: Following the disbursements outlined above, the remaining Net Receipts Available for Agency Distribution will be allocated— though not immediately distributed—to each Agency according to the current Local Streets and Roads funding formula, which is updated every five years. Distribution of funds will occur after debt service on the Agency Bonds has been paid or set-aside in accordance with the indenture or document pursuant to which such Agency Bonds were issued.

No other allocation shall occur.

The County Auditor-Controller (or bond trustee, if applicable) will receive Net Receipts from CDTFA on a monthly basis or as determined by CDTFA methodology for the distribution of receipts. The NVTA-TA will allocate the funds based on the current Measure U disbursement methodology stated in this Section and provide the County Auditor-Controller with a claim specifying the disbursement amounts for each jurisdiction. Jurisdictions will receive a quarterly letter indicating the full allocation of the Net Receipts available for Agency distribution and the amount of proceeds that each Agency will receive; net of any portion of an Agency’s allocation of Net Receipts available for Agency distribution withheld for debt service and/or other mandatory fees relating to any Agency Bonds issued on behalf of such Agency.

Funds will be allocated to the Jurisdictions, as directed by NVTA-TA, on a calendar quarterly basis. Disbursements, including any accrued interest, will be made in a timely manner, but no later than the end of the following quarter. Each agency must deposit its Measure U revenues into a separate, interest-bearing Special Revenue Fund.

NVTA will provide the jurisdictions a five-year funding projection annually prior to the commencement of the new fiscal year.

In the event that any Bonds are issued, NVTA-TA may enter into an agreement with the CDTFA to provide for the direct transmittal of Net Receipts to the bond trustee for the Bonds. The bond trustee for any Agency Bonds or RTEP Bonds shall be the same institution.

13. ALLOCATION & DISBURSEMENT OF MEASURE T RECEIPTS.

Sales tax remittances from the CDTFA for the tax reporting period ending June 30, 2025, along with any interest earned for monies kept in the Treasury through June 30, 2025, will be allocated in accordance with the Measure T agreement. Subsequent collections and interest earnings beginning with sales tax remittances from CDTFA for tax periods starting July 1, 2025, will be allocated in accordance with this Agreement.

Agenda Item #10.1.

14. REGIONAL TRANSPORTATION ENHANCEMENT PROGRAM.

Regional funds may be used on any of the Regional Transportation Enhancement Programs and/or projects and may not exceed $56 million, excluding Low-Income Transit Subsidies, which will be paid for out of NVTA-TA’s administrative allocation.

Project Name Amount
SR 29/SR 12 – Intersection Improvements at SR 29
and Jameson Canyon/Airport Road and SR 12/Kelly
Road
Costs for capital projects funded by
the Napa Valley Transportation
Improvement Act may not exceed $56
SR 29-American Canyon – Operational million.

Improvements on SR 29 between Napa Junction and
American Canyon Road
SR 29-SR 12/121 – Intersection Improvements at SR
29/Carneros Highway
Highway Operations and Emergency Evacuation–
may include highway system adaptive messaging
signs and Vine Transit emergency evacuation
operations, or other transportation projects related to emergency evacuation routes.

Low Income Transit Subsidies
Fares for Veterans, Persons with Disabilities,
Seniors, and Students
Estimated annual cost of $10,000 and
funded from NVTA-TA’s 2%
administrative allocation or other
NVTA-TA revenues not derived from
Measure U.

The distribution of funding for the Local Streets and Roads Maintenance Program percentage for FY26 to FY30 is based on Transaction and Use Tax for Fiscal Years 2021-22 (FY22), 2022-23 (FY23), and 2023-24 (FY24).

Project Percentage
Distribution
American Canyon 8.14%
Calistoga 3.00%
City of Napa 40.30%
Napa County 38.51%
St. Helena 6.55%
Yountville 3.50%
Total 100.0%

15. COST ELIGIBILITY.

Cost eligibility shall be determined by NVTA-TA based upon Jurisdictions’ approved five-year project list. Funds may be expended only for streets and roads project(s) and 5% Flex Fund projects included on the Jurisdictions’ approved five-year project list. Flex Fund projects must be included in an Agency’s approved five-year project list and approved by the NVTA-TA Board to be eligible.

Agenda Item #10.1.

16. BUDGET AND SCOPE.

Jurisdictions shall maintain a project(s) or program budget. Jurisdictions shall carry out the project(s) and shall incur obligations against and make disbursements of Measure U sales tax receipts in conformity with the requirements of this Agreement and the budget.

17. PROJECT MANAGEMENT.

Jurisdictions shall be responsible for the project(s) and provide for the management of consultant and contractor activities for which Jurisdictions’ contracts, including responsibility for schedule, scope, and budget.

18. PROJECT OVERSIGHT.

Jurisdictions shall cooperate with NVTA-TA staff or its consultants for project information and financial information necessary to fulfill the requirements outlined in Measure U.

19. ATTRIBUTION AND SIGNAGE.

If any portion of Measure U sales tax revenues is used for production of reports, acknowledgment of the NVTA-TA’s role shall be included in the documents. If any project(s) funding receives $250,000 or more, Jurisdictions shall, upon initiation of field work or at the earliest feasible time, thereafter, install and maintain a sign or signs at the construction site, utilizing the adopted Measure U logo and text, identifying the Jurisdictions and NVTA-TA.

Jurisdictions shall demonstrate compliance with attribution and signage requirements as an indispensable condition for authorization of future Measure U allocations. Jurisdictions are encouraged, but not required to provide signage for projects with a value of less than $250,000.

20. COMPLIANCE WITH LAW.

In the performance of its obligations pursuant to this Agreement, Jurisdictions shall keep fully informed of the Federal, State, and local laws, ordinances and regulations in any manner affecting the performance of this Agreement, and must at all times comply with such laws, ordinances, and regulations as they may be amended from time to time.

21. ENVIRONMENTAL COMPLIANCE.

Jurisdictions shall comply with the requirements under the California Environmental Quality Act (California Public Resources Code Sections 21000 et seq.; as implemented through California Code of Regulations Title 14, Chapter 3, Sections 15000 et seq.). Prior to commencement of any project included in the Expenditure Plan, any necessary environmental review required by CEQA shall be completed. Estimated costs in the Expenditure Plan include the cost of such environmental review.

Agenda Item #10.1.

22. FINANCES.

All costs charged to the project(s) shall be supported by properly prepared and documented time records, invoices, vouchers, or other documentation evidencing in detail the nature and propriety of the charges.

Jurisdictions shall provide a system generated general ledger, trial balance report and other detailed expenditure listing for the Special Revenue Fund. The reporting period for the trial balances will be September 30, December 31, March 31, and June 30. The Jurisdictions will provide the Trial Balances upon the quarterly close, or 30 days thereafter, whichever comes first.

23. RECORDS.

All checks, payrolls, invoices, contracts, vouchers, journal entries, work orders, or other accounting documents pertaining in whole or in part to the project(s) shall be maintained by the Jurisdictions for a period of five (5) years after project(s) closeout or termination of this Agreement. Such project(s) documents shall be clearly identified, readily accessible, and, to the extent feasible, kept separate and apart from all other similar documents not pertaining to the project(s).

24. ELIGIBLE EXPENSES.

Jurisdictions shall expend funds only on eligible direct expenses as follows: operating costs, direct staff time (salary and benefits), material costs related to construction of improvements, consultants; right of way engineering and acquisition costs (including permitting), and competitively bid construction contracts. Indirect costs (as defined by OMB Circular A-87) will not be considered an eligible expense. Funds shall also be expended according to the applicable provisions of Measure U and of the Public Utilities Code Section 180000 et seq.

If during an audit or a semi-annual expenditure review it is determined that an ineligible expense(s) was made, the Jurisdictions will be required to transfer the amount of ineligible expense into the Special Revenue Fund from any source other than Measure U Funds.

NVTA-TA shall provide notice to Jurisdictions of any audit determination if any expenditure made by Jurisdiction(s) is found not to comply with this Agreement, the Expenditure Plan or Measure U promptly after NVTA-TA becomes aware of any such finding.

25. AUDITS AND REVIEWS
Jurisdictions shall cooperate with and allow NVTA-TA’s financial auditor, or any of its duly authorized representatives, to inspect all work, materials, payrolls, and other financial or operational data and records regarding the Measure U projects, and to audit the books, records, and accounts of the Jurisdictions and its contractors for financial or operational compliance, if requested. Jurisdictions are subject to Accounting, Reporting and Auditing Guidelines (EXHIBIT G).

NVTA-TA reserves the right to request an informal review or formal financial, compliance, project or performance audit of other third-party contracts for any reason related to Measure U, the MOE methodology and calculation, or Equivalent Funds provisions. Copies of reviews or audits performed in fulfillment of such requirements will be provided from the NVTA-TA to the jurisdiction.

Agenda Item #10.1.

26. PROJECT REPORTING AND CLOSEOUT PROCEDURES.

Jurisdictions shall provide to NVTA-TA a Semi-Annual Update on Expenditures as outlined in Accounting, Reporting and Auditing Guidelines (EXHIBIT G).

27. INDEMNIFICATION.

To the fullest extent permitted by law, NVTA-TA and Jurisdictions shall each defend, indemnify and hold harmless each other as well as their respective officers, agents, employees, volunteers or representatives from and against any and all liability, claims, actions, proceedings, losses, injuries, damages or expenses of every name, kind and description, including litigation costs and reasonable attorney's fees incurred in connection therewith, arising out of or connected with any acts or omissions of that party or its officers, agents, employees, volunteers, or contractors or their subcontractors, when performing any activities or obligations required of that party under this Agreement.

Each party shall notify the other party immediately in writing of any claim or damage related to activities performed under this Agreement. The Parties shall cooperate with each other in the investigation and disposition of any claim arising out of the activities under this Agreement, providing that nothing shall require either party to disclose any documents, records or communications that are protected under peer review privilege, attorney-client privilege, or attorney work product privilege.

28. INTEGRATION.

This Agreement represents the entire agreement of the Parties with respect to the subject matter thereof. No representations, warranties, inducements, or oral agreements have been made by any of the Parties except as expressly set forth herein, or in other contemporaneous written agreements.

29. AMENDMENT.

Except as otherwise provided herein, this Agreement may not be changed, modified or rescinded except in writing, signed by all Parties hereto, and any attempt at oral modification of this Agreement shall be void and of no effect.

30. INDEPENDENT AGENCY.

Agency performs the terms and conditions of this Agreement as an entity independent of NVTATA. None of Jurisdictions’ agents or employees shall be agents or employees of NVTA-TA. No third parties have any rights or remedies under this Agreement.

31. ASSIGNMENT.

The Agreement may not be assigned, transferred, hypothecated, or pledged by any party without the express written consent of the other party.

32. BINDING ON SUCCESSORS, ASSIGNEES OR TRANSFEREES.

This Agreement shall be binding upon the successor(s), assignee(s) or transferee(s) of NVTA-TA or Jurisdictions, as may be the case. This provision shall not be construed as an authorization to assign, transfer, hypothecate or pledge this Agreement other than as provided above.

Agenda Item #10.1.

33. LEGAL EXPENSES.

Each party shall be solely responsible for and shall bear all of its own respective legal expenses in connection with any dispute arising out of this Agreement and the transactions hereby contemplated. Jurisdictions may not use Measure U funds, or other NVTA-TA or NVTA programmed funds, for the aforementioned purpose.

34. SEVERABILITY.

Should any part of this Agreement be declared unconstitutional, invalid, or beyond NVTA-TA of either party to enter into or carry out, such decisions shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect; provided that the remainder of this Agreement can, absent the excised portion, be reasonably interpreted to give effect to the intentions of the Parties.

35. ACCEPTANCE OF ALLOCATION.

Each Agency does hereby declare that all written statements, representations, covenants, and materials submitted as a condition of this Agreement are true and correct and does hereby accept NVTA-TA’s allocations and agrees to all the terms and conditions of this Agreement. The Parties have executed this Agreement as of the date first written above, and it shall remain in effect until such time as no Measure U revenues remain available for expenditure, or until this Agreement is rescinded in accordance with this Agreement. For any disputes or difference in interpretation, the Ordinance shall supersede this Agreement and/or the Process and Procedures Manual.

36. FEDERAL AVIATION ADMINISTRATION REVENUE POLICY.

The Parties agree that Measure U sales tax collected on the sale of jet fuel at the Napa County Airport must be expended in compliance with Federal Aviation Administration’s (FAA) Revenue Use Policy. The Parties responsibilities related to said compliance are set forth below:

The County’s responsibilities:
• Allocate a portion of the Measure U funds as those funds are received by the County in an amount at least equivalent to the Measure U sales tax revenue on jet fuel at the Napa County Airport towards rehabilitation and maintenance of public roads that will meet the requirements of the FAA's Revenue Use Policy and Measure U.
• Report to NVTA-TA Measure U sales tax revenues generated on the sale of jet fuel at the Napa County Airport.

NVTA-TA's responsibilities:
• Submit reports to FAA when expressly requested by FAA in coordination with the NVTA Auditor on the use of Measure U fundsin compliance with the FAA's Revenue Use Policy.

Agenda Item #10.1.

37. COMPLIANCE WITH TAX LAW REPORTING REQUIREMENTS
The Jurisdiction agrees to comply with all applicable state and federal tax laws, regulations, and reporting requirements, including but not limited to the timely filing of required tax forms, information returns, and disclosures. This includes compliance with Internal Revenue Service (IRS) reporting obligations, state tax reporting and disclosure requirements, federal tax reporting and disclosure requirements, and any other applicable governmental tax reporting standards. The Jurisdiction shall maintain accurate records and provide any documentation necessary to demonstrate such compliance upon request by the NVTA-TA. An Agency shall trace the proceeds and interest earnings on any Agency Bond proceeds received by it and comply with all tax covenants required by NVTA-TA or the Agency to ensure the interest on any tax-exempt bonds is excluded from gross income for federal and state income tax purposes.

38. EXHIBITS.

The following Exhibits are hereby referenced to provide guidance to the jurisdictions and Measure U Program Manual:

EXHIBIT A - Measure U Ordinance and Expenditure Plan
EXHIBIT B - Five-Year Project List Template
EXHIBIT C - Project List Adoption Resolution Template
EXHIBIT D - Progress Report Template
EXHIBIT E – Maintenance of Effort Certification Resolution Template EXHIBIT F – Local Streets and Roads Funding Formula for FY26-FY30 EXHIBIT G – Accounting, Reporting, and Auditing Guidelines EXHIBIT H – Equivalent Funds Certification Resolution Template [This section left intentionally blank]
Agenda Item #10.1.

39. SIGNATURE PAGE- COUNTY OF NAPA
Napa Valley Transportation Authority – Tax Agency
By: _____________________________________ Date: ________________ Name: Danielle Schmitz, NVTA-TA Executive Director

ATTEST:

By: _____________________________________ Date: _______________ Name: Laura Sanderlin, NVTA-TA Board Secretary
APPROVED:

By: _____________________________________ Date: _______________ Name: Osman Mufti, NVTA-TA General Counsel
"JURISDICTION”
By: _____________________________________ Date: ________________ Ryan Alsop, County Executive Officer
ATTEST:

By: _____________________________________ Date: ________________ Name: __________________________County Clerk
APPROVED:

By: ____________________________________ Date: ________________ Name: Thomas Zeleny, County of Napa Counsel
Agenda Item #10.1.

40. SIGNATURE PAGE- CITY OF NAPA
Napa Valley Transportation Authority – Tax Agency
By: _____________________________________ Date: ________________ Name: Danielle Schmitz, NVTA-TA Executive Director

ATTEST:

By: _____________________________________ Date: _______________ Name: Laura Sanderlin, NVTA-TA Board Secretary
APPROVED:

By: _____________________________________ Date: _______________ Name: Osman Mufti, NVTA-TA General Counsel
"JURISDICTION”
By: _____________________________________ Date: ________________ Name: ________________________Mayor or City Manager
ATTEST:

By: _____________________________________ Date: ________________ Name: ___________________________City Clerk
APPROVED:

By: ____________________________________ Date: ________________ Name: ______________________, Legal Counsel
Agenda Item #10.1.

41. SIGNATURE PAGE- CITY OF ST. HELENA
Napa Valley Transportation Authority – Tax Agency
By: _____________________________________ Date: ________________ Name: Danielle Schmitz, NVTA-TA Executive Director

ATTEST:

By: _____________________________________ Date: _______________ Name: Laura Sanderlin, NVTA-TA Board Secretary
APPROVED:

By: _____________________________________ Date: _______________ Name: Osman Mufti, NVTA-TA General Counsel
"JURISDICTION”
By: _____________________________________ Date: ________________ Name: ______________________ Mayor or City Manager
ATTEST:

By: _____________________________________ Date: ________________ Name: ____________________________City Clerk
APPROVED:

By: ____________________________________ Date: ________________ Name: Ethan Walsh, Legal Counsel
Agenda Item #10.1.

42. SIGNATURE PAGE- CITY OF AMERICAN CANYON
Napa Valley Transportation Authority – Tax Agency
By: _____________________________________ Date: ________________ Name: Danielle Schmitz, NVTA-TA Executive Director

ATTEST:

By: _____________________________________ Date: _______________ Name: Laura Sanderlin, NVTA-TA Board Secretary
APPROVED:

By: _____________________________________ Date: _______________ Name: Osman Mufti, NVTA-TA General Counsel
"JURISDICTION”
By: _____________________________________ Date: ________________ Name: ___________________________Mayor or City Manager
ATTEST:

By: _____________________________________ Date: ________________ Name: ________________________________City Clerk
APPROVED:

By: ____________________________________ Date: ________________ Name: David Schwarz, Legal Counsel
Agenda Item #10.1.

43. SIGNATURE PAGE- TOWN OF YOUNTVILLE
Napa Valley Transportation Authority – Tax Agency
By: _____________________________________ Date: ________________ Name: Danielle Schmitz, NVTA-TA Executive Director

ATTEST:

By: _____________________________________ Date: _______________ Name: Laura Sanderlin, NVTA-TA Board Secretary
APPROVED:

By: _____________________________________ Date: _______________ Name: Osman Mufti, NVTA-TA General Counsel
"JURISDICTION”
By: _____________________________________ Date: ________________ Name: _____________________Mayor or Town Manager
ATTEST:

By: _____________________________________ Date: ________________ Name: _______________________________Town Clerk
APPROVED:

By: ____________________________________ Date: ________________ Name: ____________________________, Legal Counsel
Agenda Item #10.1.

44. SIGNATURE PAGE- CITY OF CALISTOGA
Napa Valley Transportation Authority – Tax Agency
By: _____________________________________ Date: ________________ Name: Danielle Schmitz, NVTA-TA Executive Director

ATTEST:

By: _____________________________________ Date: _______________ Name: Laura Sanderlin, NVTA-TA Board Secretary
APPROVED:

By: _____________________________________ Date: _______________ Name: Osman Mufti, NVTA-TA General Counsel

CITY OF CALISTOGA
By: _____________________________________ Date: ________________ Name: Laura Snideman, City Manager
ATTEST:

By: _____________________________________ Date: ________________ Name: Yudiana Galvan, City Clerk
APPROVED:

By: ____________________________________ Date: ________________ Name: Michelle M. Kenyon, Legal Counsel
Agenda Item #10.1.

45. SIGNATURE PAGE- Napa Valley Transportation Authority Napa Valley Transportation Authority- Tax Agency
By: _____________________________________ Date: ________________ Name: Danielle Schmitz, NVTA-TA Executive Director

ATTEST:

By: _____________________________________ Date: ___________________ Name: Laura Sanderlin, NVTA-TA Board Secretary
APPROVED:

By: _____________________________________ Date: __________________ Osman Mufti, NVTA-TA General Counsel
Napa Valley Transportation Authority (NVTA)
By: _____________________________________ Date: ________________ Name: Danielle Schmitz, NVTA Executive Director

ATTEST:

By: _____________________________________ Date: ___________________ Name: Laura Sanderlin, NVTA Board Secretary
APPROVED:

By: _____________________________________ Date: __________________ Name: Osman Mufti, NVTA General Counsel
Agenda Item #10.1.

Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Public Works
DATE: August 26, 2025
FROM: Mario Traverso, Project Manager, Stephanie Killingsworth, Public Works Financial Analyst
SUBJECT: Consideration and proposed adoption of a Resolution (1) Awarding the S18-70 Replacement 1% of Sewer Mains
Annually Project & the S24-02 High Priority Pipeline
Replacement Project & the CDBG Downtown Sewer
Lateral Replacement Project to JD General Engineering
Corp in the amount of $1,037,451; (2) Authorizing the City Manager to execute the Construction Contract with JD
General Engineering Corp; (3) Authorizing the Director of Public Works to approve Change Orders not-to-exceed
15% for Projects S18-70 & S24-02, and 25% for CDBG
Sewer Repair Project. (4) Establish the CDBG Downtown
Sewer Lateral Replacement Project in the Capital
Improvement Plan (CIP) as Project Number S26-03.

RECOMMENDED
ACTION:

Staff recommends approval of the attached resolution.

PREVIOUS COUNCIL
ACTION:

Resolution 2025-040, finding S18-70, S24-02 and the
CDBG Downtown Sewer Lateral Replacement Projects
Exempt from CEQA; and Approving and Adopting the
Project Plans; and Authorizing the Bid Request for the
Sewer Improvement Project was adopted by City Council
on May 13, 2025.

STATEMENT OF THE
PURPOSE:

To award the S18-70, S24-02 and CDBG Downtown
Sewer Lateral Replacement Projects to J.D. General
Engineering in accordance with the City's approved Capital Improvement Plan (CIP).

FINANCIAL IMPACT: The financial impact of this award and construction contract is $1,037,451 in addition to possible change
orders in the amount of $165,617.
 $944,639 for project S18-70 Replace 1% of Sewer
Mains Annually. $820,000 is currently available in
the FY2025-26 CIP Budget. A budget transfer within
the project in the amount of $130,000; $50,000 from
design and $70,000 from Construction Management
is included to properly account for this purchase. A
budget adjustment is needed in the amount of
Agenda Item #10.2.

$124,639 utilizing GO Bonds allocated in FY2026-
27 to advance to FY2025-26.
 $133,429 for project S24-02 High Priority Pipeline
Replacement. Sufficient funding is available in the
FY2025-26 CIP Budget.
 $125,000 for project CDBG Downtown Sewer
Lateral Replacements. Sufficient funding is
available in the FY2025-26 Adopted Budget.

BACKGROUND:

The aged condition of the City's wastewater collection system results in significant storm and ground water inflow and infiltration (I&I) throughout the year. The additional water from I&I, which is ultimately delivered to and treated by the wastewater treatment plant, can exceed the normal flow by ten times. The excessive flow results in consistent operational and treatment complications, overflows, illicit discharges, fines, staff overtime and overworked equipment.

In 2024, the City executed a contract to perform video inspection of the entire wastewater collection system. The inspection resulted with resources to analyze and identify defects and failures within the system and prioritize rehabilitation efforts. The Capital Improvement Program includes two annual projects, S18-70 Replace 1% of Sewer Mains Annually and S24-02 High Priority Pipeline Replacement which are intended to address the aged collection system and ultimately reduce I&I.

Additionally, included with this project is the Community Development Block Grant (CDBG) funded Main Street Sewer Lateral Replacement project. In 2022 the City was awarded a CDBG grant of $500,000, intended to support downtown business by installing a new sewer lateral for the building. This supports and protects business operations which could otherwise be significantly affected by issues that arise due to deficiencies with the building's sewer lateral such as a blockage or collapse.

This project represents the first significant sewer rehabilitation project within the City in over 10 years. We will be replacing the existing sewer pipes in Allyn and Hudson which date to 1915 and earlier.

The project plans were developed by City staff which resulted in a cost savings of over $100,000 when compared to similar projects. The plans have been reviewed and approved by the Director of Public Works/City Engineer and City Council.

The project is categorically exempt from the California Environmental Quality Act, pursuant to CEQA guidelines section 15301, Existing Facilities Class I which exempts the operation, repair, maintenance, and permitting of existing facilities involving negligible or no expansion of use.

DISCUSSION:

Agenda Item #10.2.

A notice inviting bids was posted to the City of St. Helena's website and distributed to area construction plan rooms and exchanges on July 2, 2025, for the Project. Bids were opened publicly at City Hall on July 24, 2025.

The bid results are as follows:

Company Base Bid
JD General Engineering $1,037,450
Argonaut Constructors $1,433,480
Ghilotti Construction $1,474,858
W.R. Forde $1,575,436
Maggiora & Ghilotti $1,575,500
Team Ghilotti $1,799,517
Westland Contractors $2,261,580
Engineers Estimate: $1,100,000
City Staff reviewed all bids and find JD General Engineering to be the lowest responsible and responsive bidder. JD General Engineering holds a valid Class A Contractor's License, No. 1040595, with no enforcement actions listed. Their license expires 10/31/2025. City Staff has determined that JD General Engineering satisfies the bidding requirements for the project and their licensing qualifies them to complete the project.

Estimated Project Costs
S18-70 Replace 1% of Sewer Mains Annually
Construction Contract $821,425
Construction Contingency $123,214
S24-02 High Priority Pipeline Replacement
Construction Contract $116,025
Construction Contingency (15%) $17,404
CDBG Downtown Sewer Lateral Replacements
Construction Contract $100,000
Construction Contingency (25%) $25,000*
*25% Contingency requested in anticipation of the inclusion of an additional lateral replacement at the Post Office, to be funded by the Community Development Block Grant.

ENVIRONMENTAL REVIEW: None
GOAL:

Agenda Item #10.2.

Goal 2: Improve Infrastructure & Further Environmental Sustainability Goal 8: Implement Capital Improvement Plans (CIP) Projects Miscellaneous/Other DOCUMENTS ATTACHMENTS:

Resolution Awarding JD General Engineering Contract
S18-70 CIP Page
S24-02 CIP Page
S26-03 CIP Page
Agenda Item #10.2.

CITY OF ST. HELENA
RESOLUTION NO. 2025-__

RESOLUTION AWARDING THE CONSTRUCTION CONTRACT FOR
THE S18-70 REPLACEMENT 1% OF SEWER MAINS ANNUALLY
PROJECT, THE S24-02 HIGH PRIORITY PIPLELINE

REPLACEMENT PROJECT, AND THE CDBG DOWNTOWN SEWER

LATERAL REPLACEMENT PROJECT TO JD ENGINEERING
CORP., AUTHORIZING RELATED ACTIONS, AND APPROVING

BUDGET AMENDMENTS

RECITALS
A. On May 13, 2025 the City Council adopted Resolution 2025-040, approving the plans and specifications and authorizing the solicitation of bids for the S24-02, S18-70 and CDBG Sewer Repair Project; and
B. On July 2, 2025, a Notice Inviting Bids for the S18-70, S24-02 and CDBG Downtown Sewer Lateral Replacement Projects was posted and, on June 24, 2025, seven (7) bids were received and publicly opened; and C. JD General Engineering Corp. submitted the lowest responsive and responsible bid in the amount of $1,037,450; and
D. A budget reallocation is necessary to properly allocate funding for the projects identified in the Capital Improvement Plan (CIP); and
E. The project is categorically exempt from the California Environmental Quality Act (CEQA) pursuant to Class 1 Existing Facilities.

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

1. Awards the construction contract for the S18-70, S24-02 and CDBG Sewer Repair Project to JD General Engineering Corp in an amount not-to-exceed $1,037,450; and

2. Authorizes the City Manager to execute the construction contract with JD General Engineering Corp; and
Agenda Item #10.2.

3. Authorizes the Director of Public Works to approve construction change orders not to exceed 15% for Projects S18-70 & S24-02, and 25% for CDBG Sewer Repair Project; and

4. Establishes the CDBG Downtown Sewer Lateral Replacement Project in the Capital Improvement Plan (CIP) as Project Number S26-03; and

5. Budget Amendments are as follows:

Description Fund GL Account Amount
Budget Increase to CIP
S18-70 FY2025-26
Construction Contract
773 – Wastewater
Capital 773-50-59-31-60 $191,425
Budget Increase to CIP
S18-70 FY2025-26
Contingency
773 – Wastewater
Capital 773-50-59-31-70 $53,214
Budget Decrease to CIP
S18-70 FY2025-26
Design
773 – Wastewater
Capital 773-50-59-31-10 ($50,000)
Budget Decrease to CIP
S18-70 FY2025-26
Construction Management
773 – Wastewater
Capital 773-50-59-31-50 ($70,000)
Budget Decrease to CIP
S18-70 FY2026-27
Construction Contract
773 – Wastewater
Capital 773-50-59-31-60 ($71,425)
Budget Decrease to CIP
S18-70 FY2026-27
Contingency
773 – Wastewater
Capital 773-50-59-31-70 ($50,000)
Budget Decrease to CIP
S18-70 FY2026-27
Design
773 – Wastewater
Capital 773-50-59-31-10 ($3,214)

6. Funding is as follows:

Description Fund GL Account Amount
S18-70
Construction Contract
Go Bonds
773 – Wastewater
Capital
773-50-59-31-60 $821,425
S18-70
Contingency
Go Bonds
773 – Wastewater
Capital
773-50-59-31-70 $123,214
S24-02
Construction Contract
Go Bonds
773 – Wastewater
Capital
773-50-59-31-60 $116,025
S24-02 Go Bonds 773-50-59-31-70 $17,404
Agenda Item #10.2.

Contingency 773 – Wastewater
Capital
S26-03
CDBG Sewer Repair
Project
210-CDBG 210-43-00-21-49 $125,000
Approved at a Regular Meeting of the St. Helena City Council on August 26, 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 #10.2.

Replace 1% of Sewer Mains Annually
Category
Project Various
Wastewater
Project No: S18-70
Public Works
Location:

Responsible
Department:
2025-26 2026-27 2027-28 2029-30

PROJECT
TOTAL

EXPENDITURES
(Thousands of Dollars)
2028-29
Continued
Approp.

Exp/Enc as
of
2/28/2025
3110 - Design 1,445 46,786 48,231
3150 - Construction Management 50,000 50,000
3160 - Construction Contract 21,082 821,425 398,575 1,241,082 3170 - Contingency 123,214 123,214
EXPENDITURE TOTALS 22,527 944,639 495,361 1,462,527
FUNDING SOURCES
421-Go Bonds 744,639 495,361 1,240,000
571-Wastewater Rate Revenues 22,527 22,527
742-Storm Drain Impact Fees 200,000 200,000
FUNDING TOTALS 22,527 944,639 495,361 1,462,527
EXPENDITURE ACCOUNTS:    773-5059-
STATUS:   Future
PRIORITY:   High
PROJECT PURPOSE & DESCRIPTION:

The Annual Sewer Main Replacement Project is designed to replace the City's sewer mains each year to maintain and upgrade the wastewater collection system. It is anticipated that each fiscal year, a new sewer replacement project will be identified and implemented, prioritizing locations based on condition assessments and system needs.

PROJECT NOTES:
•FY24 - Included in GO Bond Tranche 3 funding totaling $1.240 million, scheduled to begin in FY27. - High priority areas near water bodies are excluded from this project and will be addressed separately. •FY25 - Project commencement anticipated in FY27, aligning with funding availability and infrastructure planning.
•FY26 - anticipate review of CCTV/pipe defect rating work completed by FY26Q1 to develop projects for construction in FY27 & FY28 per funding schedule.
-Transfer of $200,000 - Storm Drain Impact Fee's from CIP Project No. D20-01 76 Agenda Item #10.2.

High Priority Pipeline Replacement
Category
Project Various
Wastewater
Project No: S24-02
Public Works
Location:

Responsible
Department:
2025-26 2026-27 2027-28 2029-30

PROJECT
TOTAL

EXPENDITURES
(Thousands of Dollars)
2028-29
Continued
Approp.

Exp/Enc as
of
2/28/2025
3110 - Design 30,000 15,000 15,000 15,000 75,000
3150 - Construction Management 30,000 15,000 15,000 15,000 75,000 3160 - Construction Contract 410,000 205,000 205,000 205,000 1,025,000 3170 - Contingency 41,200 20,600 20,600 20,600 103,000
EXPENDITURE TOTALS 511,200 255,600 255,600 255,600 1,278,000 FUNDING SOURCES
421-Go Bonds 511,200 255,600 766,800
571-Wastewater Rate Revenues 255,600 255,600 511,200
FUNDING TOTALS 511,200 255,600 255,600 255,600 1,278,000 EXPENDITURE ACCOUNTS:    773-5059-
STATUS:   Ongoing
PRIORITY:   High
PROJECT PURPOSE & DESCRIPTION:

The High Priority Pipeline Replacement Project is an annual wastewater infrastructure program targeting the rehabilitation or replacement of gravity sewer pipelines in poor condition and located within 300 feet of water bodies. This program focuses on minimizing environmental risk by addressing potential sources of inflow and infiltration (I&I) in sensitive areas. Key components include: - replacement of approximately 9,500 linear feet of high-risk sewer mains, targeted improvements based on funding availability and assessment outcomes.

PROJECT NOTES:
•FY24 - Project funding established through wastewater rates: $1,278,000 over 5 years ($255,600/year). •FY25 - Evaluation and prioritization pending completion of CCTV inspections under CIP No. S24-01. -Professional Services Agreement (PSA) for condition assessment anticipated for execution in FY25 Q3. •FY26 - CCTV inspection completion anticipated by FY25 Q4. -Begin project scoping and design for first-phase construction by FY26 Q2. -Proximity threshold increased from 200' to 300' based on a negotiated draft Settlement Agreement with River Watch of California.
-Change in funding of $511,200 from Wastewater Rate Revenues and $255,600 from 2024 Water Bonds to GO Bonds.
82 Agenda Item #10.2.

CDBG Sewer Repair Project
Category
Project Main Street St. Helena, CA 94574
Wastewater
Project No: S26-03
Public Works
Location:

Responsible
Department:
2025-26 2026-27 2027-28 2029-30

PROJECT
TOTAL

EXPENDITURES
(Thousands of Dollars)
2028-29
Continued
Approp.

Exp/Enc as
of
2/28/2025
2149 - CDBG Sewer Project 125,000 125,000
EXPENDITURE TOTALS 125,000 125,000
FUNDING SOURCES
210-CDBG Sewer Project 125,000 125,000
FUNDING TOTALS 125,000 125,000
EXPENDITURE ACCOUNTS:   210-4300-
STATUS:   Construction
PRIORITY:   High
PROJECT PURPOSE & DESCRIPTION:

To support downtown business by installing a new sewer lateral for the building.  This supports and protects business operations which could otherwise be significantly affected by issues that arise due to deficiencies with the building's sewer lateral such as a blockage or collapse.

PROJECT NOTES:
•FY22 - Award Notification Letter Received for funding of $500,000. •FY26 - Award of Contract being submitted to City Council for approval on August 26, 2025. 89 Agenda Item #10.2.

Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Public Works
DATE: August 26, 2025
FROM: Stephanie Killingsworth, Public Works Financial Analyst SUBJECT: Consideration and proposed adoption of a Resolution authorizing the City Manager to execute Amendment No. 1 to Professional Services Agreement STH Contract:

FY2025-032 with Water Quality & Treatment Solutions,
Inc. (WQTS) in the amount of $50,000 for a total contract not-to-exceed amount of $74,475.

RECOMMENDED
ACTION:

Staff recommends approval of the attached Resolution.

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
PURPOSE:

To authorize an amendment to the City's existing contract with Water Quality & Treatment Solutions, Inc. (WQTS) for on-call water quality technical support in an amount not-toexceed $50,000 through June 30, 2026.

FINANCIAL IMPACT: The fiscal impact of this contract amendment is $50,000, increasing the total not-to-exceed amount of $74,475.

Sufficient funding is available in the FY25-26 Water
Enterprise Public Works Administration Budget under
Professional Contracts to cover this amendment.

BACKGROUND:

In December 2024, the City entered into Contract FY2025-032 with Water Quality & Treatment Solutions, Inc. (WQTS) to assist with water quality challenges in the City's drinking water system, including the reduction of discolored water events and support for treatment plant optimization.

Since that time, WQTS has provided professional support in evaluating water quality data, advising on operational improvements, and assisting staff in regulatory communications. These services have proven critical in addressing recurring discolored water issues.

DISCUSSION:

On August 15, 2025, WQTS submitted a proposal to continue providing on-call professional services to the City. The proposed scope includes:
 Analysis of water quality and treatment plant performance.

Agenda Item #10.3.

 Identification and implementation support of discolored water mitigation measures.
 On-call technical support for system operations, Division of Drinking Water (DDW) communications, and City staff inquiries.

Services will be billed on a time-and-materials basis, in accordance with WQTS's 2025 fee schedule.

Approval of this amendment will allow the City to ensure continuity of technical expertise and responsiveness in addressing ongoing water quality concerns.

ENVIRONMENTAL REVIEW:

This action is not a project under CEQA Guidelines Section 15378(b)(5) as it is an administrative activity that will not result in a direct or reasonably foreseeable indirect physical change in the environment.

GOAL:

Goal 2: Improve Infrastructure & Further Environmental Sustainability Goal 3: Pursue Water Security & Sustainable Management of Water Resources Goal 5: Enhance Quality of Life
DOCUMENTS ATTACHMENTS:

Resolution WQTS Amendment 1
STH Contract FY2025-032 Amendment No 1 - WQTS_Signed
Agenda Item #10.3.

CITY OF ST. HELENA
RESOLUTION NO. 2025-__

RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE
AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT
STH CONTRACT FY2025-032 WITH WATER QUALITY &
TREATMENT SOLUTIONS, INC. (WQTS) IN THE AMOUNT OF
$50,000 FOR A TOTAL CONTRACT NOT-TO-EXCEED AMOUNT OF
$74,475.

RECITALS
A. The City entered into Contract FY2025-032 with Water Quality & Treatment Solutions, Inc. (WQTS) to provide technical support services to address water quality challenges in the City’s drinking water system; and B. WQTS has provided professional services to analyze water quality data, assist with treatment plant performance improvements, and support communications with the State’s Division of Drinking Water; and
C. Continued on-call services are necessary to ensure timely response to water quality issues, identification and implementation of discolored water mitigation measures, and ongoing staff support; and
D. WQTS has submitted a proposal dated August 15, 2025, to provide on-call water quality support services on a time-and-materials basis with a contract amendment no. 1 in the amount of $50,000 for a total contract not-to-exceed amount of $74,475 through June 30, 2026.

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

1. Authorize the City Manager to execute Amendment No. 1 to Contract FY2025-032 with Water Quality & Treatment Solutions, Inc. (WQTS) for oncall water quality technical support services in the amount of $50,000 for a total contract not-to-exceed amount of $74,475.

2. Funding is as follows:

Description Fund GL Account Amount
Public Works Administration Water Enterprise 561-50-00-21-30 $50,000 Agenda Item #10.3.

Professional Contracts 561
Approved at a Regular Meeting of the St. Helena City Council on August 26, 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 #10.3.

AMENDMENT NO. 1

TO PROFESSIONAL SERVICES AGREEMENT WITH WATER QUALITY & TREATMENT SOLUTIONS, INC (WQTS); STH CONTRACT NO: 2025-032 FOR ON-CALL WATER QUALITY TECHNICAL SUPPORT FOR AN ADDITIONAL $50,000 FOR A TOTAL CONTRACT AMOUNT NOT-TO-EXCEED $74,475.

This first Amendment to Professional Services Agreement STH Contract: 2025-032 dated December 13, 2024 ("Agreement") is made as of this 26th, day of August 2025 by and between the City of St.

Helena, a municipal corporation ("City"), and Water Quality & Treatment Solutions ("Consultant").

RECITALS
A. On December 13, 2024, the City of St. Helena (“City”) entered into a Professional Services Agreement, Contract No. 2025-032, with Water Quality & Treatment Solutions (“Consultant”) to provide on-call water quality technical support for the water treatment plant (“Project”); and B. The City of St. Helena has determined that additional professional services are required to ensure timely response to water quality issues, identification and implementation of discolored water mitigation measures and ongoing staff support; and C. The City and Consultant desire to amend the Agreement to include these additional services and to increase the not-to-exceed compensation by $50,000, resulting in a new total contract amount not-to-exceed $74,475.

AGREEMENT
NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements herein contained, for good and valuable consideration, the adequacy of which is hereby acknowledged, the parties agree to amend the Agreement as follows:

1. Section 4. A Compensation and Method of Payment, is amended to read as follows:
"Total compensation shall not exceed $74,475... "
All other terms of the Agreement shall remain in full force and effect.

Entered as of the day and year first above stated.

Agenda Item #10.3.

CONSULTANT:

Signatures of Authorized Persons:

By:

Print Name:

Title:

CITY OF ST. HELENA
a Municipal Corporation
By:

Print Name: Anil Comelo
Title: City Manager
APPROVED AS TO FORM:

Ethan Walsh, City Attorney
ATTEST:

City Clerk
Issam Najm
President
Agenda Item #10.3.

21 0 1 8 Os bo rn e St ., St e. 1; Ca n og a P ark, CA 9 1 30 4 ; T el : 8 18 .4 3 5. 4 50 0 ; ww w. WQT S.c om August 15, 2025
Mr. Joe Leach, P.E.

Director of Public Works
Public Works Department
City of St. Helena
1088 College Avenue
St. Helena, CA 94574
Subject: Proposal: On-Call Water Quality Technical Support Dear Mr. Leach:

Since the beginning of this year, Water Quality & Treatment Solutions, Inc. (WQTS) has provided technical support to help minimize discolored water events in the City’s drinking water system. We also assisted City staff to improve water system operation and minimize the introduction of iron into the distribution system, which appears to be the primary cause of the discolored water challenges. With this proposal, WQTS is proposing to continue to provide on-call water quality and treatment professional services to the City in the following areas:
 Analysis of water quality data and treatment plant performance  Identify and support the implementation of discolored water mitigation measure(s)  Provide on-call support services related to water system operation, communication with the State’s Division of Drinking Water (DDW), and respond to technical questions from City staff
WQTS services will be provided on a Time-and-Material (T&M) basis and will be billed to the City monthly. WQTS proposes an upper limit of $50,000 for services completed through the end of the current fiscal year.

We hope this proposal is acceptable to you, and we look forward to working with you on this effort.

In the meantime, if you have any questions or need additional information, please do not hesitate to contact me at (818) 624-7658 or via email at [email protected].

Regards,
Water Quality & Treatment Solutions, Inc.

Issam Najm, Ph.D., P.E.

President
Encl. WQTS 2025 Fee Schedule
Agenda Item #10.3.

21018 Osborne Street, Ste. 1; Canoga Park, CA 91304; T: 818 -435-4500; F: 818-484-3100; www.WQTS.com

STATEMENT OF STANDARD CHARGES
Technical / Engineering Services
Calendar Year 2025
LABOR RATES:

Classification
Labor Rate
(Technical/Engineering)
President $295/hr
Principal Engineer / Scientist $250/hr
Senior Engineer / Scientist $200/hr
Engineer / Scientist $175/hr
Associate Engineer / Scientist $150/hr
Administrative Assistant $100/hr
PROJECT-RELATED EXPENSES:

All project-specific non-labor costs and expenses are billed at cost plus 10% Administrative Cost.

Example project-specific non-labor costs are subcontractors, outside printing services, equipment, and supplies. No travel costs will be billed to the District. General business costs, such as postage, computer, and telecommunications are part of the business overhead cost and not billed separately.

WATER QUALITY & TREATMENT SOLUTIONS, INC.

Issam Najm, Ph.D., P.E.

President
Agenda Item #10.3.

Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Public Works
DATE: August 26, 2025
FROM: Ian Dale, Environmental Services Tech
SUBJECT: July 2025 Review and Forecasting of City Water Supply Availability.

RECOMMENDED
ACTION:

Receive and file.

PREVIOUS COUNCIL
ACTION:

Monthly Receive and File reports to City Council.

STATEMENT OF THE
PURPOSE:

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

FINANCIAL IMPACT: None.

BACKGROUND:

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

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

DISCUSSION:

In connection with City Council Goal 2, City staff has developed a forecasting tool to facilitate its ability to optimize water use and track water availability. Included as Attachment 1 is the Monthly Water Report for July 2025. The water produced for July 2025 is down by 27% when compared to July 2024 and is down by 37% compared to the average of July 2018-2020. Below is a chart summarizing the water produced per source:

Agenda Item #10.4.

Water Produced per Source
Source
Average (2018 -
2020)
(Acre-Feet)
July 2024
(Acre-Feet)
July 2025
(Acre-Feet)
Bell Canyon 81 77.89 32.57
Stonebridge Wells 43 36.82 32.90
Napa Water 64 50.65 54.56
Total 188 165.36 120.03
 Percent change from July 2024: -27%
 Percent change from average of July 2018 - 2020: -37% Bell Canyon Reservoir
The City is no longer in water emergency conditions based upon the Phase I Water Emergency measures being terminated by City Council adopting Resolution No. 2023- 94 on July 25, 2023. Bell Canyon Reservoir has adequate water to support the City's needs through this calendar year. The storage in Bell Canyon graph (Attachment 2) has been revised to include historic reservoir supply levels since July 2021. It also shows the water availability forecast through June 2024 based on the highest water usage during a non-drought year (FY 2019/20) and 10 inches of rainfall (lowest recorded).

As of August 1, 2025, Bell Canyon Reservoir elevation was at 417.90 feet representing approximately 2,076.98 acre-feet (AF) and 87.1% capacity. Bell Canyon spillway level is 422 feet representing 2,383.69 AF in water supply volume. Below is a chart comparing Bell Canyon elevation levels, water supply availability in acre feet, and percent capacity of the reservoir on August 1st in 2023, 2024, and 2025.

Year 2023 2024 2025
Bell Canyon Elevation Level 419.70 Ft. 418.56 Ft. 417.90 Ft.

Acre Feet 2,209.91 AF 2,125.66 AF 2,076.98 AF
Percent Capacity 92.7% 89.18% 87.1%
As a follow up to the May 24, 2022, City Council meeting, staff developed a graph (Attachment 3) highlighting the relationship between the reservoir elevation level and water supply availability in acre feet. The graph shows the current status of the reservoir. Furthermore, the graph also displays the points where City Council decided to declare Phase I and Phase II Water Emergencies in 2020.

Continued Water Conservation
California experienced two consecutive dry years 2020 and 2021. Due to the combination of warmer-than-average temperatures and minimal precipitation in the state, the Department of Water Resources (DWR) declared 2021 as the fourth-driest year on record statewide. The record-breaking dry period in January and February 2022, and the absence of significant rains in March 2022, required DWR to reduce anticipated deliveries from the State Water Project (SWP). However, the reduction at Agenda Item #10.4.

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

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

City of Napa Water Supply
Normal operations continue at Rutherford Pump Station (RPS) and the City is taking delivery of the allotment purchased from City of Napa. During the month of July 2025, Rutherford Pump Station was producing an average of 0.57 MG/day for a total of 54.56 AF for the month.

ENVIRONMENTAL REVIEW: Not Applicable.

GOAL:

Goal 3: Pursue Water Security & Sustainable Management of Water Resources Goal 4: Provide Effective Community Information & Opportunities for Engagement DOCUMENTS ATTACHMENTS:

MWR July 1-31 2025
Attachment 2 - Bell Canyon Water Storage Forecast
Attachment 3- Bell Canyon Reservoir Storage Phase I II
Agenda Item #10.4.

CITY OF ST. HELENA

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

LOUIS STRALLA

WATER PLANT
TK #1 & #2
ADJUST

32.57 10.61 -0.14

27.2% -0.4%

39.10 MG MG
n/a MG MG
n/a MG MG

1.26 MG MG
% %

32.57 AF 27.1% 77.89 AF 47.1%

10.61 MG 25.37 MG

54.56 AF 45.5% 50.65 AF 30.6%

17.77 MG 16.50 MG

32.90 AF 27.4% 36.82 AF 22.3%

10.72 MG 11.99 MG
TOTAL WATER PRODUCED 120.03 AF 100.0% 165.36 AF 100.0%

DELIVERY (ALL)

0.18 NA
417.90 FT. FT.
-1.72 FT. FT.
2076.98 AF AF

87.1 % %

0.00 IN IN

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

Updates will be provided if any errors are identified.

AVERAGE 73.8 82

REMARKS
City of Napa Water Delivery: RPS producing an average of 0.57 MG/day during July 2025.

THIS MONTH, THIS YEAR THIS MONTH, LAST YR.

DEGREES IN FAHRENHEIT 49.8-97.8 58-106

TEMPERATURES
MONTHLY RISE OR DROP -1.62
CAPACITY AT END OF PERIOD 2125.66
PERCENT OF FULL CAPACITY 89.2
RAINFALL IN THIS PERIOD 0.00
TOTAL RAINFALL SEASON TO DATE 0.00
ELEVATION BELL CANYON RESERVOIR 418.56
STONEBRIDGE APARTMENTS MG/Jul. 1 -31 0.24 MG/Jul. 1-31

WATER ELEVATION, CAPACITY & RAINFALL

THIS FISCAL YEAR LAST FISCAL YEAR
NAPA VALLEY COLLEGE MG/Jul. 1 -31 0.11 MG/Jul. 1-31

STONEBRIDGE POTABLE WELLS

SBW IRRIGATION WATER
THIS MONTH THIS MONTH, LAST YR.

THIS FISCAL YEAR LAST FISCAL YEAR

LOUIS STRALLA WATER PLANT

NAPA WATER
MINIMUM DAILY PRODUCED n/a
AVERAGE DAILY PRODUCED 1.73

WATER YEAR TOTALS

WATER PRODUCED DELIVERY (AGGREGATE)
TOTAL PRODUCED THIS PERIOD 53.86
MAXIMUM DAILY PRODUCED n/a

0.18 17.77
PERCENT 27.5% 45.6%
-0.44

July 1-31, 2025

STONEBRIDGE

POTABLE
WELLS
SBW

IRRIGATION
WATER

NAPA WATER

THIS YEAR LAST YEAR
AMOUNT PRODUCED in AF 32.90 0.55 54.56
AMOUNT PRODUCED in MG 10.72
Agenda Item #10.4.

BellCanyon Water Storage Forecast
Assumes: (1) Highest usage during non-drought year (FY2019/20) (2) 10" of Rainfall (Lowest Recorded)
2500 2,383 2383 .
2323 2’383
2374
2250
1,977
2000 1,842 1,860
1,879 1,780 1,812
1848
1750 1,706
1,624
1,525
1500 1427 :5 I 1,360 1,390 1,408 m 1,335 1,328 1,395
u.g Entered Phase 1 - 1,431 Acre Ft. 1,298 1333 <E
1250 1,254
3 . . . g Hlstorlc PrOJected
%"’ 1000
Entered Phase 2 - 939 Acre Ft.
750
500 596 Acre Feet*
250
o
. 25A reserve for fire
0 V V V V V V V <9 <0 ‘0 <0 ‘0 ‘9 <9 ‘0 <9 ‘0 <0 <0 ‘0 b (o (o (o ‘o (o ‘o (o ‘o ‘o (o ’\ ’\ ’\ ’\ ’\ ’\ f1, f1, 11/ fix 5» ?x I» ’1’ ’1’ , , fix ”V 11/ 71/ flx , ’1’ ’1’ , ’V ’1, W 31/ 71/ ’W/ 51/ ’L 51, ’1’ , , ’1, 9° V} v30<po 05‘ $oA0%“{a <8“ $9 vQ"$73 9“ \\>\$290(gel?05‘ $oA0%“<2) <3, $2} V0‘@000\o \\>\ $30 (021‘?06‘ e0400" {3° <3, $2} v<2"$73 \00 Agenda Item #10.4.

Agenda Item #10.4.

Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Human Resources
DATE: August 26, 2025
FROM: Mandy Kellogg, Administrative Services Director
SUBJECT: Approval of Resolution Authorizing Recruitment for One Part-Time Library Assistant and Two Police Officers.

RECOMMENDED
ACTION:

Staff recommends approval of the attached resolution.

PREVIOUS COUNCIL
ACTION:

March 11, 2025 - Hiring Freeze on all Vacant Positions

STATEMENT OF THE
PURPOSE:

The purpose is to receive authorization to recruit for vacant positions that provide necessary services to the City's operations.

FINANCIAL IMPACT: Funding for the vacant positions was previously approved in the FY 2025-26 and FY 2026-27 Biennial Budget,
therefore there is no additional financial impact.

BACKGROUND:

On January 28, 2025, Council Member Barak requested an item be placed on a future agenda to discuss and consider issuing a temporary freeze on all new hires, salary increases not contractually obligated, reclassifications and discretionary spending until the City's financial situation is clarified, and sustainable funding solutions are in place to address the deficits.

Additionally, proposing that the City Council would retain authority to approve exceptions on a case-by-case basis when such actions are deemed critical for public safety, legal compliance or liability or other urgent needs at the council's discretion where delaying action would result in significant harm to the City or its residents.

On March 11, 2025, staff prepared a staff report and presentation addressing Council Member Barak's request and made recommendations based on existing vacancies at the time of the report. City Council adopted recommendations outlined in the Staff Report 12.3, subject to a meet and confer with represented employee bargaining groups, while incorporating the core provisions of the original motion, instituting a temporary hiring freeze as follows:

1. A temporary freeze on all new hires, except for positions recommended for immediate hiring in the staff report.

2. All other vacant positions will remain frozen unless the Council approves an exception based on clear justification.

Agenda Item #10.5.

DISCUSSION:

Since March 11, 2025, several positions have become vacant or will be vacant in the near future. Therefore, staff is requesting authorization to recruit for the following positions:

Library
The City supplements its full-time staff with part-time staff to ensure adequate coverage and support for Library operations. Recently, the City was notified that one of the parttime Library positions will be vacated effective September 2, 2025. To maintain current service levels and business hours without disruption, it is necessary to initiate recruitment to fill the part-time Library Assistant position. Filling this vacancy will ensure continuity of customer service, circulation support, and day-to-day operational needs of the Library.

The position will be staffed at approximately 10 - 20 hours per week. It is estimated that this position will cost $21,550 for the duration of the year, which is included in the existing operations budget.

Police Department
The Police Department is currently authorized for nine Police Officer positions within the existing Operations Budget, which includes one School Resource Officer. This staffing level is structured to provide adequate 24/7 coverage by assigning two officers per 12- hour shift. Maintaining two officers on duty at all times is the minimum threshold necessary to ensure officer safety, timely response to service calls, and overall community protection. Since the prior authorization to fill vacancies was granted, one Police Officer position has become vacant, and another vacancy is anticipated effective September 8, 2025. Without timely recruitment, the Department would be required to rely on overtime and shift adjustments to cover staffing gaps, which may increase operational costs, contribute to staff fatigue, and impact the ability to sustain response times.

Prompt recruitment is therefore necessary to preserve the Department’s minimum staffing levels and ensure consistent public safety services to the community. The estimated annual cost for the two positions is $280,326, which is fully funded within the existing Operations Budget.

ENVIRONMENTAL REVIEW:

None.

GOAL:

Goal 5: Enhance Quality of Life
Goal 6: Improve Employee Recruitment, Retention, & Morale Goal 7: Enhance Organizational Effectiveness
Agenda Item #10.5.

DOCUMENTS ATTACHMENTS:

Resolution Recruitment Authorization
Agenda Item #10.5.

CITY OF ST. HELENA
RESOLUTION NO. 2025 -
Resolution authorizing recruitment for one part-time Library Assistant and two Police Officers.

RECITALS
A. On January 28, 2025, Council Member Barak requested an item be placed on a future agenda to discuss and consider issuing a temporary freeze on all new hires; and
B. Additionally, proposing that the City Council would retain authority to approve exceptions on a case-by-case basis when such actions are deemed critical for public safety, legal compliance or liability or other urgent needs at the council's discretion where delaying action would result in significant harm to the City or its residents; and C. On March 11, 2025 City Council adopted the hiring freeze pleacing a temporary hiring freeze on all new hires and all other vacant positions will remain frozen unless Council approves an exception based on clear justification; and D. Since March 11, 2025, several positions have become vacant or will be vacant in the near future; and
E. City was notified that one of the part-time Library positions will be vacated effective September 2, 2025; and
F. One Police Officer position has become vacant, and another vacancy is anticipated effective September 8, 2025; and
G. In order to meet day-to-day operational needs, staff requested authorization to recruit for one part-time Library Assistant and two Police Officers.

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

1. Authorizes the City Manager to direct staff to recruit for one part-time Library Assistant and two Police Officers.

Agenda Item #10.5.

Approved at a Regular Meeting of the St. Helena City Council on August 26, 2025, by the following vote:

Mayor Dohring: __________
Vice Mayor Deasy: __________
Councilmember Barak: __________
Councilmember Spadarotto: __________
Councilmember Summers: __________
APPROVED: ATTEST:
________________________ ________________________
Paul Jamison Dohring, Mayor Erika Opp, Acting City Clerk Agenda Item #10.5.

Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Human Resources
DATE: August 26, 2025
FROM: Mandy Kellogg, Administrative Services Director
SUBJECT: Approval of Resolution Authorizing Recruitment of a Wastewater Treatment Plant Operator and Appointment of
a Part-Time Chief Plant Operator to Support Wastewater
Treatment Plant Operations.

RECOMMENDED
ACTION:

Staff recommends approval of the attached resolution.

PREVIOUS COUNCIL
ACTION:

March 11, 2025 - Hiring Freeze on all Vacant Positions

STATEMENT OF THE
PURPOSE:

The purpose is to receive authorization to recruit for a Wastewater Treatment Plant Operator and appoint a Parttime Chief Plant Operator to provide necessary services to the City's Wastewater Treatment Plant operations.

FINANCIAL IMPACT: Funding for the Wastewater Treatment Plant salary and benefits was previously approved in the FY 2025-26 and
FY 2026-27 Biennial Budget. The net impact of the
recommended actions will not exceed the budgeted
amounts.

BACKGROUND:

On January 28, 2025, Council Member Barak requested an item be placed on a future agenda to discuss and consider issuing a temporary freeze on all new hires, salary increases not contractually obligated, reclassifications and discretionary spending until the City's financial situation is clarified, and sustainable funding solutions are in place to address the deficits.

Additionally, proposing that the City Council would retain authority to approve exceptions on a case-by-case basis when such actions are deemed critical for public safety, legal compliance or liability or other urgent needs at the council's discretion where delaying action would result in significant harm to the City or its residents.

On March 11, 2025, staff prepared a staff report and presentation addressing Council Member Barak's request and made recommendations based on existing vacancies at the time of the report. City Council adopted recommendations outlined in the Staff Report 12.3, subject to a meet and confer with represented employee bargaining groups, while incorporating the core provisions of the original motion, instituting a temporary hiring freeze as follows:

Agenda Item #10.6.

1. A temporary freeze on all new hires, except for positions recommended for immediate hiring in the staff report.

2. All other vacant positions will remain frozen unless the Council approves an exception based on clear justification.

DISCUSSION:

The City’s wastewater treatment plant (WWTP) is currently budgeted for one (1) Chief Plant Operator (CPO) and two (2) Operator I/II positions. However, recruitment for the Chief Plant Operator position has been unsuccessful for over four years, leading the City to rely on contracted services at a significant annual expense. These positions are highly regulated by the State Water Resources Control Board and require specific certifications. Recruitment challenges are compounded by our location, City size, and comparatively lower salaries, a trend mirrored across California as certified operators become increasingly scarce.

The existing structure, while serviceable in the past, now presents challenges for maintaining compliance, ensuring operational continuity, and managing costs— particularly as we bring the new WWTP Upgrades online and finalize compliance testing. Compounding the situation, the current contracted Chief Plant Operator has announced his retirement effective July 31st. This transition occurs at a critical moment when the operational team is still becoming familiar with the new plant.

The adopted budget assumed that the CPO position would be filled in-house and that the OTS contract would be terminated. If the City were to continue under the current contract model and engage a replacement full-time contract CPO, the projected annual cost would be approximately $360,000, which would require a budget amendment. To avoid this additional cost and ensure long-term sustainability, staff is proposing a restructured staffing model designed to maintain regulatory compliance, sustain or improve operational performance, and reduce overall expenditures.

Proposed Staffing Model
The proposed structure would consist of:

1. A part-time non-benefitted Chief Plant Operator (CPO) providing:
o 5–10 hours per week of virtual oversight and support
o Two (2) consecutive days per month on-site
o State-mandated licensing for plant operation compliance

2. Expanded in-house operations staff:
o Three (3) Operator I/II positions, or
o Two (2) Operator I/II positions and one (1) Operator-in-Training (OIT) depending on recruitment outcomes.

For a Level 4 (Grade IV) wastewater treatment plant, the only requirement is that a Grade IV certified operator is responsible and “designated”—but there’s no mandate in Agenda Item #10.6.

Title 23 for that operator to be physically present on a full-time basis during all operating hours. It is allowable to staff with a part-time certified operator, as long as the plant has clearly defined operational procedures, emergency response plans, and appropriate oversight in place.

This model provides operational flexibility and builds long-term internal capacity while maintaining a licensed CPO for regulatory compliance. In addition, the cost of the proposed model does not have an impact on the existing budget, but it will increase the City's Full-time-equivalent (FTE) by 0.29 FTE.

Current Wastewater Treatment Plant Staffing Budget
Position Previously Approved FY 2025-26
Budget
Chief Plant Operator (1 FTE) 211,405
Plant Operator I/II (2 FTE) 318,180
Total Approved Budget 529,585
Proposed Wastewater Treatment Plant Staffing Budget
Position Estimated Annual Cost
Part-time Chief Plant Operator (0.29 FTE) 51,000
Plant Operator I/II (3 FTE) 478,200
Total Estimated Cost (1) 529,200
(1) Estimated cost may fluctuate depending upon the whether the Plant Operator is hired as a Plant Operator-in-Training or a Plant Operator I/II, but costs will not exceed the total budgeted amount.

This recommended action will require a meet-and-confer process with the St. Helena Employee Association (SHEA) bargaining group to address the impacts of the proposed staffing changes. In accordance with labor relations requirements, no appointments or changes in staffing will be implemented until this process has been completed and an agreement has been reached, or the meet-and-confer obligations have otherwise been satisfied. This ensures compliance with collective bargaining requirements and provides an opportunity to address employee concerns prior to implementation.

ENVIRONMENTAL REVIEW:

None.

GOAL:

Goal 6: Improve Employee Recruitment, Retention, & Morale Goal 7: Enhance Organizational Effectiveness
DOCUMENTS ATTACHMENTS:

Resolution Wastewater Treatment Plant Staffing
Agenda Item #10.6.

CITY OF ST. HELENA
RESOLUTION NO. 2025 -
Resolution Authorizing Recruitment of a Wastewater
Treatment Plant Operator and Appointment of a Part-Time Chief Plant Operator to Support Wastewater Treatment Plant Operations.

RECITALS
A. On January 28, 2025, Council Member Barak requested an item be placed on a future agenda to discuss and consider issuing a temporary freeze on all new hires; and
B. Additionally, proposing that the City Council would retain authority to approve exceptions on a case-by-case basis when such actions are deemed critical for public safety, legal compliance or liability or other urgent needs at the council's discretion where delaying action would result in significant harm to the City or its residents; and C. On March 11, 2025 City Council adopted the hiring freeze pleacing a temporary hiring freeze on all new hires and all other vacant positions will remain frozen unless Council approves an exception based on clear justification; and D. The City’s wastewater treatment plant (WWTP) is currently budgeted for one (1) Chief Plant Operator (CPO) and two (2) Operator I/II positions. However, recruitment for the Chief Plant Operator position has been unsuccessful for over four years, leading the City to rely on contracted services at a significant annual expense; and E. The current contracted Chief Plant Operator has announced his retirement effective July 31st; and
F. The existing structure, while serviceable in the past, now presents challenges for maintaining compliance, ensuring operational continuity, and managing costs— particularly as we bring the new WWTP Upgrades online and finalize compliance testing; and
G. For a Level 4 (Grade IV) wastewater treatment plant, the only requirement is that a Grade IV certified operator is responsible and “designated”—but there’s no mandate in Title 23 for that operator to be physically present on a full-time basis during all operating hours; and
H. It is allowable to staff with a part-time certified operator, as long as the plant has clearly defined operational procedures, emergency response plans, and appropriate oversight in place; and
I. In order to meet day-to-day operational needs, staff requested authorization to recruit for one full-time Wastewater Treatment Plant Operator and appointment of a part-time Chief Plant Operator, which will increase the City’s FTE by 0.29.

Agenda Item #10.6.

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

1. Authorizes the City Manager to direct staff to recruit for one Wastewater Treatment Plant Operator and appoint a Part-time Chief Plant Operator.

Approved at a Regular Meeting of the St. Helena City Council on August 26, 2025, by the following vote:

Mayor Dohring: __________
Vice Mayor Deasy: __________
Councilmember Barak: __________
Councilmember Spadarotto: __________
Councilmember 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: Library
DATE: August 26, 2025
FROM: Mara Strickler, City Librarian
SUBJECT: Approval of a Resolution authorizing the City Manager to enter into an agreement with Napa County Library for
automation services.

RECOMMENDED
ACTION:

Staff recommends that the City Council adopt a resolution authorizing the City of St. Helena to enter into a
Memorandum of Understanding (MOU) with the Napa
County Library for automation services.

PREVIOUS COUNCIL
ACTION:

In 1996, the City of St. Helena entered into contract with the County of Solano for the provision of library automation services and that contract has provided an Integrated
Library System (ILS) which helps in the sharing and
inventorying of library materials.

On September 10, 2019, the City Council approved
Resolution 2019-110 authorizing the City to contract with the County of Solano for continuing library automation
services.

STATEMENT OF THE
PURPOSE:

To enter into a Memorandum of Understanding (MOU)
with the Napa County Library for library automation
services.

FINANCIAL IMPACT: The total cost of migration to Napa County is $31,800 and an ongoing $8,000 annual subscription fee. The City of St.

Helena’s financial contribution is $49,800, which has been allocated from the General Fund for Fiscal Year 2026. The City will also provide in-kind support through staff time.

BACKGROUND:

In October 2024, Solano County informed Library staff of intent not to renew the existing contract for library automation services beyond an additional one-year extension. Staff then entered talks with staff of the Napa County Library regarding a provision of services for library automation services. Contracting ILS services helps in the sharing and inventorying of library materials which greatly benefits the residents of St. Helena.

Doing so enlarges the number of titles and types of materials than the St. Helena Public Library would be able to provide otherwise. Standalone ILS services of this quality are exponentially more expensive than contracting with a larger, multi-branch system.

ENVIRONMENTAL REVIEW:

This is not a CEQA project.

Agenda Item #10.7.

GOAL:

Goal 1: Strengthen Financial Sustainability
Goal 7: Enhance Organizational Effectiveness
DOCUMENTS ATTACHMENTS:

MOU_Napa
Resolution_Napa County
Agenda Item #10.7.

1 St. Helena Public Library MOU 260116B
NAPA COUNTY AGREEMENT NUMBER 260116B

MEMORADUM OF UNDERSTANDING
THIS MEMORANDUM OF UNDERSTANDING is made on this 9th day of September, 2025, by and between NAPA COUNTY, a political subdivision of the State of California, hereinafter referred to as "COUNTY" on behalf of Napa County Library CITY OF ST. HELENA, hereinafter referred to as “CITY” on behalf of St. Helena Public Library located at 1492 Library Lane, St. Helena, CA, 94574.

RECITALS
WHEREAS, on December 19, 2023 COUNTY entered into a contract with Innovative Interfaces Incorporated for Polaris, an Integrated Library system “ILS” and Unity Courier; and WHEREAS, having a ILS system creates the need of courier services for library materials between the COUNTY and the CITY; and
WHEREAS, the CITY requested to have their cost built into the COUNTY’s agreement with Innovative Interfaces Incorporated and Unity Courier; and WHEREAS, the ILS system and cooperation between COUNTY and the CITY creates opportunities to for services and products at cost savings for both libraries; and WHEREAS, the CITY requests that COUNTY develop a pricing structure for Polaris and Courier services and to purchase services and/or products on its behalf.

TERMS
NOW, THEREFORE, the parties agree as follows:

1. Term of the Agreement. The term of this Agreement shall commence on the date first above written and shall expire on June 30, 2029, unless terminated earlier in accordance with Paragraph 5.

2. Maximum Amount. The Maximum payments under this Agreement shall be a total of one hundred and ten thousand, one hundred forty-three dollars and fifty four cents ($110,143.54) for professional services and products based upon services actually rendered and expenses actually incurred.

3. E-mail or Written Consent Required. Upon the e-mail or written consent of the persons designated in Paragraph 6, Napa County Library, on behalf of COUNTY, may purchase library courier services and other products and services on behalf of the CITY.

Agenda Item #10.7.

2 St. Helena Public Library MOU 260116B

4. Reimbursement for Services and Products. Reimbursement for Services and Products will follow the formula outlined in Exhibit “A” attached hereto and incorporated by this reference herein.

5. Termination. This Agreement may be terminated by COUNTY or by the CITY for any reason and at any time by giving prior written notice of such termination to the other party specifying the effective date thereof at least 30 days prior to the effective date for Unity Courier services, or by March each fiscal year to cancel Innovative Interfaces Polaris subscription. Innovative Interfaces contract term runs from July 1st thru June 30th of each fiscal year with payment due in July. Innovative Interfaces Incorporated requires 90 days’ notice before annual billing to terminate services. However, ST. HELENA PUBLIC LIBRARY shall still be required to pay for the cost of products and services made pursuant to this agreement before the effective termination.

6. Notices. All notices required or authorized by this Agreement shall be in e-mail or in writing.

Any notice sent by mail in the manner prescribed by this paragraph shall be deemed to have been received on the date noted on the return receipt or five days following the date of deposit, whichever is earlier.

COUNTY CITY
Anthony Halstead Mara Strickler
Director of Library Services Deputy Director, Community Services - Library 580 Coombs Street 1492 Library Lane
Napa, CA 94559 St. Helena CA 94574

7. Indemnification/Hold Harmless. To the full extent permitted by law, COUNTY and the CITY a shall each defend, indemnify and hold harmless each other as well as their respective officers, agents, employees, volunteers or representatives from and against any and all liability, claims, actions, proceedings, losses, injuries, damages or expenses of every name, kind and description, including litigation costs and reasonable attorney's fees incurred in connection therewith, brought for or on account of personal injury (including death) or damage to property, arising out of or connected with any acts or omissions of that party or its officers, agents, employees, volunteers, or contractors or their subcontractors, when performing any activities or obligations required of that party under this Agreement. Each party shall notify the other party immediately in writing of any claim or damage related to activities performed under this Agreement. The parties shall cooperate with each other in the investigation and disposition of any claim arising out of the activities under this Agreement, providing that nothing shall require either party to disclose any documents, records or communications that are protected under peer review privilege, attorney-client privilege, or attorney work product privilege.

8. Amendments. Except as specifically provided herein, this Agreement may be modified or amended only in writing and with the prior written consent of both parties.

Agenda Item #10.7.

3 St. Helena Public Library MOU 260116B

9. Insurance. The CITY shall obtain and maintain in full force and effect throughout the term of this Agreement, and thereafter as to matters occurring during the term of this Agreement, the following insurance coverage:
(a) Workers' Compensation Insurance. To the extent required by law during the term of this Agreement, the CITY shall provide workers' compensation insurance for the performance of any of the CITY 's duties under this Agreement, including but not limited to, coverage for workers' compensation and employer's liability and a waiver of subrogation, and shall provide COUNTY with certification of all such coverages upon request by COUNTY’s Risk Manager.
(b) Liability Insurance. Each party shall obtain and maintain in full force and effect during the term of this Agreement the following liability insurance coverages, issued by a company admitted to do business in California and having an A.M. Best rating of A:VII or better or equivalent self-insurance:
(1) General Liability. Each party shall obtain and maintain in full force and effect during the term of this Agreement commercial or comprehensive general liability insurance coverage (personal injury and property damage) of not less than TWO MILLION DOLLARS
($2,000,000) combined single limit per occurrence, either issued by a company admitted to do business in the State of California and having an A.M. Best Rating of no less than A:VII or by self-insurance satisfactory to other party's risk manager or employee designated by that party to perform such function, or by a combination thereof, covering liability for any personal injury, including death, to any person and/or damage to the property of any person arising from the acts or omissions of that party under this Agreement except for acts or omissions performed in strict compliance with express direction the other party’s governing board, officers or personnel. If the coverage includes an aggregate limit, the aggregate limit shall be no less than twice the per occurrence limit. (2) Comprehensive Automobile Liability Insurance. Each party shall obtain and maintain in full force and effect during the term of this Agreement a comprehensive automobile liability insurance policy (Bodily Injury and Property Damage) on owned, hired, leased and non-owned vehicles used in conjunction with that party’s activities under this Agreement of not less than TWO MILLION DOLLARS
($2,000,000)combined single limit per occurrence.
(c) Certificates of Coverage. Insurance coverages referenced in 7(b), above, shall be evidenced by one or more certificates of coverage or, with the consent of COUNTY's Risk Manager, demonstrated by other evidence of coverage acceptable to COUNTY's Risk Manager, which shall be filed by the CITY with the Anthony Halstead prior to commencement of performance of any of the CITY 's duties.
(1) The certificate(s) or other evidence of coverage shall reference this Agreement by its COUNTY number or title and department; shall be kept current during the term of this Agreement; shall provide that COUNTY shall be given no less than thirty (30) days prior written notice of any nonrenewal, cancellation, other termination, or material change, except that Agenda Item #10.7.

4 St. Helena Public Library MOU 260116B
only ten (10) days prior written notice shall be required where the cause of non-renewal or cancellation is non-payment of premium; and shall provide that the inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, the coverage afforded applying as though separate policies had been issued to each insured, but the inclusion of more than one insured shall not operate to increase the limits of the company's liability.
(2) Waiver of Subrogation and Additional Insured Endorsements. The CITY shall file with the evidence of coverage an endorsement from the insurance provider naming COUNTY, its officers, employees, agents and volunteers as additional insureds and waiving subrogation for the Workers Compensation insurance coverage,
(3) The certificate or other evidence of coverage shall provide that if the same policy applies to activities of the CITY not covered by this Agreement, then the limits in the applicable certificate relating to the additional insured coverage of COUNTY shall pertain only to liability for activities of the CITY under this Agreement, and that the insurance provided is primary coverage to COUNTY with respect to any insurance or self-insurance programs maintained by COUNTY.
(4) Upon request by COUNTY’s Risk Manager, the CITY shall provide or arrange for the insurer to provide within thirty (30) days of the request, certified copies of the actual insurance policies or relevant portions thereof.
(5) Deductibles/Retentions. Any deductibles or self-insured retentions shall be declared to COUNTY’s Risk Manager.

10. Interpretation. This Agreement shall be governed by the laws of the State of California without regard to the choice of law or conflicts. This Agreement is made in Napa County, California. The venue for any legal action in state court filed by either party to this Agreement for the purpose of interpreting or enforcing any provision of this Agreement shall be in the Superior Court of California, County of Napa, a unified court. The venue for any legal action in federal court filed by either party to this Agreement for the purpose of interpreting or enforcing any provision of this Agreement lying within the jurisdiction of the federal courts shall be the Northern District of California.

11. Conflict of Interest. By executing this Agreement, the COUNTY hereby determines that the CITY has been hired to perform a range of duties so limited in scope as to not be required to comply with such disclosure obligation.

12. Third Party Beneficiaries. Nothing contained in this Agreement shall be construed to create any rights in third parties and the parties do not intend to create such rights.

13. Attorney's Fees. In the event that either party commences legal action of any kind or character to either enforce the provisions of this Agreement or to obtain damages for breach thereof, the prevailing party in such litigation shall be entitled to all costs and reasonable attorney's fees incurred in connection with such action.

Agenda Item #10.7.

5 St. Helena Public Library MOU 260116B

14. Severability. If any provision of this Agreement, or any portion thereof, is found by any court of competent jurisdiction to be unenforceable or invalid for any reason, such provision shall be severable and shall not in any way impair the enforceability of any other provision of this Agreement.

15. Entirety of Contract. This Agreement, including any documents expressly incorporated by reference whether or not attached hereto, constitutes the entire agreement between the parties relating to the subject of this Agreement and supersedes all previous agreements, promises, representations, understandings and negotiations, whether written or oral, among the parties with respect to the subject matter hereof.

REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK
Agenda Item #10.7.

6 St. Helena Public Library MOU 260116B
IN WITNESS WHEREOF, this Agreement was executed by the parties hereto as of the date first above written.

By_________________________________
ANIL COMELO, City Manager
“CITY”
NAPA COUNTY, a political subdivision of
the State of California
By_______________________________________
ANNE COTTRELL, Chair, Board of
Supervisors
“COUNTY”

APPROVED AS TO FORM
Office of County Counsel
By:

County Counsel
Date:

APPROVED BY THE

NAPA COUNTY

BOARD OF SUPERVISORS
Date:

Processed By:

Deputy Clerk of the Board
ATTEST: NEHA HOSKINS
Clerk of the Board of Supervisors
By:

Agenda Item #10.7.

7 St. Helena Public Library MOU 260116B
EXHBIT “A”

COMPENSATION
The Library Director or their designee are authorized to approve changes in categorical expenditures as long as the total contract amount does not exceed the Agreement Maximum

Agenda Item #10.7.

CITY OF ST. HELENA
RESOLUTION NO. 2025-__
Consideration and proposed approval of a Resolution approving an agreement for library automation services with the County of Napa and authorizing the St. Helena City Manager to execute the agreement and execute any extension of the agreement.

RECITALS
A. WHEREAS, the City of St. Helena, on behalf of the St. Helena Public Library, requested to have their cost built into Napa County’s agreement with Innovative Interfaces Incorporated for Polaris and Unity Courier; and B. WHEREAS, the City of St. Helena, on behalf of the St. Helena Public Library, requests that Napa County develop pricing structure for Polaris and Courier services and to purchase services and/or products on its behalf; and C. WHEREAS, the integrated library system (ILS) and cooperation between Napa County and the City of St. Helena will create opportunities for services and products at cost saving for both entities.

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

1. Approves the agreement with the County of Napa and authorizing the City Manager to execute the agreement; and

2. Authorizes the City Manager to execute up to two one-year extensions to the agreement; and

3. Funding is as follows:

Description Fund GL Account Amount
Other Contract Services General Fund 101-46-00-21-45 $31,800 Other Contract Services General Fund 101-46-00-21-45 $8,000 Agenda Item #10.7.

Approved at a Regular Meeting of the St. Helena City Council on August 26, 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: Library
DATE: August 26, 2025
FROM: Mara Strickler, City Librarian
SUBJECT: Approval of a Resolution authorizing the City Manager to enter into an agreement with St. Helena Unified School
District to provide Student Success Cards

RECOMMENDED
ACTION:

Staff recommends that the City Council adopt a resolution authorizing the City of St. Helena to enter into a
Memorandum of Understanding (MOU) with the St. Helena
Unified School District to provide Student Success Cards through the St. Helena Public Library.

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
PURPOSE:

To enter into a Memorandum of Understanding (MOU)
with the St. Helena Unified School District for Student Success Cards.

FINANCIAL IMPACT: None.

BACKGROUND:

New California legislation signed by the Governor in October 2023 — SB 321 (Ashby) and updated SB 1329 — makes it easier for libraries to put Student Success cards into the hands of every California child who wants one. Students have the best possible chance for success inside and outside the classroom through partnerships between libraries and schools.

The legislation asks the State Library to:
 Offer resources to assist public libraries and schools in finding strategies that work best for their communities.
 Coordinate with public libraries to determine the most effective means to ensure each student is issued a Student Success card by third grade.  Ensure that partnerships between public libraries and schools have been established to issue Student Success cards.

DISCUSSION:

From the State Library of California:

The research is clear: third grade reading achievement can be a make-or-break milestone for student success. Those who can’t read proficiently by the third grade will struggle to keep pace with their peers.

Agenda Item #10.8.

Parents know how important libraries are to their children. Libraries are welcoming spaces where students can check out books and access reliable online resources to improve literacy and build important critical thinking skills. Parents value libraries because they provide their children with information and resources that are not available at home.

California has over 8,000 K-12 public schools, and over 1,000 public libraries. With one teacher librarian for every 10,000 students, California schools often do not have adequate library resources for students. Public libraries help to fill the gap by serving as safe places for students after school, providing homework help or other online resources, and by helping prevent summer learning loss. By working together to put library cards in the hands of students who need them, schools and libraries can improve outcomes for students in every part of our state.

ENVIRONMENTAL REVIEW: This is not a CEQA project.

GOAL:

Goal 1: Strengthen Financial Sustainability
Goal 4: Provide Effective Community Information & Opportunities for Engagement Goal 5: Enhance Quality of Life
Goal 7: Enhance Organizational Effectiveness
DOCUMENTS ATTACHMENTS:

St. Helena Student Success Card MOU_DRAFT_8.15.25
Resolution 2025-2414_SHUSD
Agenda Item #10.8.

MEMORANDUM OF UNDERSTANDING BETWEEN THE ST. HELENA UNIFIED SCHOOL DISTRICT AND THE CITY OF ST. HELENA
This Memorandum of Understanding (“MOU” or "Agreement") is made and entered into this 26th day of August, 2025, between The St. Helena Unified School District (known as SHUSD and referred to herein as "SHUSD" or "the District") located at 465 Main Street St. Helena, CA 94574 and the City of St. Helena (“City”), for a collaboration between SHUSD and St. Helena Public Library (the "the Library" or "SHPL"). City and SHUSD are sometimes referred to in this MOU individually as a "Party" and collectively as the “Parties.” This MOU stipulates that the parties agree to the following regarding use of student identification cards as public library cards for the purpose of assisting SHUSD students with access to SHPL resources.

Background.

Both organizations aim to increase literacy and educational success through a comprehensive, strategic and sustainable collaboration. In order to achieve this, the City and the District seek to build a strong relationship at the administrative level in order to work together more collaboratively and demonstrate measurable impact. SHUSD and City would like to develop an infrastructure that will allow SHUSD students to easily access and use the Library's electronic and print resources freely through the use of a joint Student ID/Library Card known as the St.

Helena Student Success Card. The St. Helena Student Success Card will focus on supporting SHUSD students through and launching them into a successful career and life with a library card that will always travel with them and provide benefits of life-long learning.

Both SHUSD and City understand that such services shall be provided at no additional cost to either organization.

The term of this Agreement is from the date first written above through June 30, 2027, and may be extended thereafter by mutual written agreement signed by both Parties.

History of Relationship.

SHUSD and SHPL have a long history of working together as educational partners, with the Library serving as an extension of the classroom--providing students with access to books, computers, free tutoring, reading programs, technology support and dozens of other important educational resources during out-of-school time.

Additionally, both organizations have aligned around a focus on supporting traditional and digital literacy, and are committed to creating a community of readers, empowering individuals with free access to information, building a welcoming place where reading, learning and imagination thrive, maximizing academic achievement, and preparing every child to lead a rich and productive life.

The parties enter this Agreement to confirm their agreements regarding these matters.

Agenda Item #10.8.

Agreement.

SHUSD and City desire to collaborate on activities to improve the educational opportunities and outcomes of the children both institutions serve.

In order to achieve an effective collaboration, SHUSD and City need to share information about the children that may otherwise be prohibited from disclosure.

For and in consideration of the mutual promises set forth in this Agreement, the parties do mutually agree as follows:

A. Obligations of City.

In connection with this Agreement, the City agrees to the following:

1. City, through the Library staff, will streamline student access to Library databases, print and e-materials by integrating SHUSD Student ID numbers and SHPL Library accounts through the St. Helena Student Card initiative, allowing every student in SHUSD schools seamless access to Library databases and materials. Implementation will include training by SHPL staff for SHUSD students and staff on the Library's educational resources.

In addition, the Library staff will work with staff and teachers to curate and highlight specific digital content, supporting SHUSD curriculum goals.

2. Work collaboratively with SHUSD to further deepen the partnership between the agencies.

3. Provide SHUSD with data about elementary school student participation in the annual summer reading program, including student name.

4. City agrees to provide the information specified in this MOU to SHUSD in consideration for SHUSD's agreement to keep the information confidential as provided in this MOU.

B. Obligations of SHUSD.

In connection with this Agreement, the SHUSD agrees to the following:

1. SHUSD will support implementation of the St. Helena Student Success Card initiative by providing to SHPL: Student ID Number, first and last name, birthdate, school, grade, address, phone number, and email address of each student enrolled in SHUSD. This database will be updated monthly beginning in September 2025 as new students enroll in the district.

2. In addition, SHUSD agrees to provide aggregate data, sufficient to maintain privacy and confidentiality, on the results of SHUSD benchmark and state testing assessments for Agenda Item #10.8.

students enrolled in an SHPL annual summer reading programs, compared to those not enrolled in SHPL annual summer reading programs. Such data to be provided for students who enroll and complete the program by grade, and in whatever other aggregated form (such as race, language, foster status) is easily producible for SHUSD.

3. In collaboration with SHPL staff, help to facilitate the introduction of professional development opportunities for SHUSD teachers and staff surrounding the St. Helena Student Success Card initiative and other Library projects.

4. SHUSD agrees to provide certain directory information to City as specified in this MOU.

5. SHUSD agrees to provide the information specified in this MOU to City in consideration for City's agreement to keep the information confidential as provided in this MOU.

C. Confidentiality.

1. SHUSD maintains student records in accordance with all applicable federal and state laws and regulations. Such student records are confidential as provided under the Family Educational Rights and Privacy Act (FERPA), 20 U.S.C. § 1232g; 34 C.F.R. Part 99; and California Education Code §§ 49060 et seq.

2. California Education Code §§ 49061 and 49073 authorizes SHUSD to release certain student records known as "directory information" to certain entities, including governmental agencies; directory information includes student name, address, telephone number, date of birth, email address, major field of study, participation in officially recognized activities and sports, dates of attendance, degrees and awards received, and the most recent previous school attended.

3. The California Public Records Act, at Government Code §§ 7927.100 and 7927.105 governs the confidentiality of registration and circulation records in libraries supported by public funds. It also governs the disclosure of record information.

4. City and SHUSD agree that each entity shall comply with applicable federal and state laws relating to the confidentiality of the City provided information and the SHUSD provided information.

5. Both Parties further agree that all information exchanged shall only be used for the purposes intended by this MOU, to limit disclosure of the exchanged information within its own organization to its directors, officers and employees who have a need to know, and to not disclose any information to any third party (whether an individual corporation, or other entity) without the express prior written consent of the other Party. Each Party shall satisfy its obligations under this Paragraph if it takes affirmative measures to ensure compliance with these confidentiality obligations by its employees and others who are permitted access to or use of the City provided information and/or the SHUSD provided information.

Agenda Item #10.8.

6. To the extent that City has access to any personally identifiable information from students' education records, City agrees that it shall not use such information except for the legitimate educational purpose of providing services pursuant to this Agreement and that it shall not disclose this information to any other party for any reason. SHPL staff agree to comply with all applicable federal and state regulations governing the student records, including FERPA.

7. The sharing of information by government agencies pursuant to Government Code section 7921.505 does not constitute a waiver of the exemption of such information from any future disclosure or from disclosure to any other entity or individual. If the Parties agree that a document is confidential pursuant to the California Public Records Act, and subsequently exchange the document, the Parties shall each keep confidential any such document as permitted under Government Code Section 7921.505. The Parties shall seek to minimize the personnel that review confidential documents and shall only allow necessary personnel to analyze the documents. For the City, such records may only be shared with SHPL staff (including their supervisors), and City Attorneys assigned to the projects (including their supervisors). For the SHSD, such records may only be shared with the Director of Education Services and staff assigned to the project, site principals, and the General Counsel and legal staff working on the project.

8. If either of the Parties receives a Public Records Act request seeking a document that has been designated as confidential and exchanged as described herein, the party receiving the request shall notify the other parties immediately, and the party receiving the request shall withhold the designated confidential documents from the Public Records Act response.

D. General Provisions.

1. Project Manager. SHUSD shall name a Project Manager for the SHUSD. The Project Manager shall be the SHUSD's representative in connection with the City's performance under this Agreement.

2. City Supervisor. City shall designate the City Librarian as the Supervisor for City. The City Librarian, or their designee, are fully authorized to act on behalf of the City in connection with this Agreement.

3. Indemnity/Hold Harmless. City and SHUSD agree to mutually indemnify and hold harmless each other against claims against their respective agencies as a result of any or all actions, claims, damages, and losses, including attorney’s fees that may arise out of or in any way result from the negligent or intentional acts, errors, or omissions of the other party. The parties further agree that each shall not be held liable for any special, consequential, indirect, or incidental damages incurred as a result of this Agreement. In the event of concurrent negligence, then the liability for any all claims, suits, or actions arising out of this Agreement shall be apportioned between the parties under the established California rules of comparative negligence with each party bearing its own attorney’s fees and costs.

Agenda Item #10.8.

4. Insurance. Both parties shall maintain and provide evidence of self-insurance for the duration of this Agreement.

5. Expenses. Any expenses related to the provision of services incurred by City shall be the sole responsibility of the City. All costs related to the provision of student ID cards will be the sole responsibility of SHUSD.

6. Termination. Either Party may terminate this MOU without cause at any time by giving thirty days’ prior written notice to the other Party of such termination and specifying the effective termination date.

7. Partnership. The provisions of this Agreement are not intended to create and shall not be interpreted to create a joint venture, a partnership or any similar relationship between the parties.

8. Amendments. Any amendments or modifications to this MOU must be mutually agreed upon by the Parties in writing.

9. Governing Law and Venue. This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of California. Any controversies or legal problems arising out of this agreement and any action involving the enforcement or interpretation of any rights hereunder shall be submitted to the jurisdiction of the State of California and Napa County, California.

10. Notices. Formal notices, demands, and communications between City and SHUSD shall be sufficiently given if and shall not be deemed given unless dispatched by registered or certified mail postage prepaid, return receipt requested or delivered by reputable overnight delivery service, return receipt requested or delivered personally with a delivery receipt, to the offices of City and SHUSD as follows:

St. Helena Unified School District City of St. Helena
Aracely Romo-Flores, Director of Education Services Anil Comelo, City Manager 465 Main Street 1088 College Street
St. Helena, CA 94574 St. Helena, CA 94574
IN WITNESS HEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
[Signatures appear on following page]
Agenda Item #10.8.

CITY OF ST. HELENA
RESOLUTION NO. 2025-__
Consideration and proposed approval of a Resolution approving an agreement for Student Success Cards with the St. Helena Unified School District and authorizing the St. Helena City Manager to execute the agreement and execute any extension of the agreement.

RECITALS
A. The City of St. Helena is committed to enhancing the quality of life for all residents, including families with young children; and
B. The City of St. Helena and the St. Helena Unified School District have a long history of working together to provide services to the community; and C. The City of St. Helena, on behalf of the St. Helena Public Library, and the St.

Helena Unified School District requested to partner to provide Student Success Card in accordance with SB321 and SB 1329; and

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

1. Approval of the agreement is not a CEQA project; and

2. Approves the agreement with the St. Helena Unified School District and authorizing the City Manager to execute the agreement; and

3. Authorizes the City Manager to execute any extensions of the agreement Agenda Item #10.8.

Approved at a Regular Meeting of the St. Helena City Council on August 26, 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 #10.8.

Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Recreation
DATE: August 26, 2025
FROM: Ashley Sylvester, Recreation Manager
SUBJECT: Consideration and proposed adoption of a resolution (1) Approving temporary street closures; and (2) Authorizing possession of open alcoholic beverages on public streets and parking lots for the 2025 Harvest Festival.

RECOMMENDED
ACTION:

Staff recommends City Council review and adopt the
attached resolution.

PREVIOUS COUNCIL
ACTION:

City Council has adopted several resolutions of similar nature with the most recent taking place at the September 10, 2024 City Council meeting. Resolution No. 2024-128.

STATEMENT OF THE
PURPOSE:

Staff is seeking City Council's approval to temporarily close several streets and allow the possession of alcoholic beverages on specific public streets to support the
implementation of the 2025 Hometown Harvest Festival.

FINANCIAL IMPACT: All staff time and associated event costs will be funded from approved FY 25-26 departmental budgets.

BACKGROUND:

The Harvest Festival is an annual event implemented by the St. Helena Community Services Department, in partnership with various community-based organizations and local vendors. The event has historically taken place on the third Saturday of October on Oak Avenue and surrounding streets and parking lots. The event is free to attend, and all community members and visitors are welcome.

DISCUSSION:

This year's annual Harvest Festival celebration is scheduled to take place on Saturday, October 18, 2025. With City Council's approval of the proposed resolution, the event will include an all-day street fair, pet parade, food and beverages, and other various community activities.
(1) Street Closures
In order to safely accommodate these activities, staff is requesting the following street closures:
 Adams Street, between Oak Avenue and Kearney Street, from 6:00am- 11:00am  Adams Street, between Railroad Avenue and 899 Adams Street, from 5:00am – 7:00pm
 Library Lane, entirety of Library Lane, from 5:00am – 7:00pm Agenda Item #10.9.

Staff will implement the following precautionary traffic control measures to ensure a safe event for attendees and limit the impact the proposed road closures have on the community:
 Electronic sign boards will be placed around the proposed street closures to notify community in advance of the event.
 No parking signage will be placed within the proposed street closure area 72- hours in advance of the event.
 City staff will directly notify and provide details of potential impacts to the businesses residents adjacent event area in advance of the event.  City staff in the Fire, Parks & Recreation, Public Works, and Police Departments will be working day-of event.
 City staff will supply, set-up, and remove traffic control items (signage, barricades, traffic cones, vehicle blockades) to limit any potentially dangerous vehicle/pedestrian interface.
 Event staff will abide by all conditions of the encroachment permit and traffic safety as stipulated by the Public Works and Police Departments. (2) Open Alcohol Possession
Historically, local non-profit organizations have sold alcoholic beverages at this event, including St. Helena Kiwanis Foundation, St. Helena Rotary Club, and St. Helena Oddfellows. Staff will once again work in partnership with these local non-profits to provide the same service at this year's event. The organizations will be responsible for securing a permit from the Department of Alcoholic Beverage Control (ABC) and will meet all insurance and security requirements as stipulated by City staff, St. Helena Police Department, and ABC.

ENVIRONMENTAL REVIEW:

Staff will coordinate with the City's Environmental Service technician and ensure event activities and associated amenities are implemented in accordance with all applicable environmental management practices.

GOAL:

Goal 5: Enhance Quality of Life
DOCUMENTS ATTACHMENTS:
2025 Harvest Festival Resolution-AS
Agenda Item #10.9.

CITY OF ST. HELENA
RESOLUTION NO. 2025 -
RESOLUTION (1) APPROVING TEMPORARY STREET
CLOSURES; AND (2) AUTHORIZING POSSESSION OF OPEN

ALCOHOLIC BEVERAGES ON PUBLIC STREETS FOR THE

HOMETOWN HARVEST FESTIVAL FESTIVITIES ON
OCTOBER 18, 2025
WHEREAS, the City’s Parks and Recreation Department, in partnership with community organizations and local vendors, has traditionally hosted an annual community event the third Saturday in October, known as the Hometown Harvest Festival; and
WHEREAS, Temporary closure of City streets and lots within the event area will provide adequate space for Harvest Festival activities to take place and create a safe environment for event attendees, staff, and vendors; and WHEREAS, The St. Helena Recreation Department is requesting temporary closures of portions of Adams Street and Library Lane for the Hometown Harvest Festival on October 18, 2025; and
WHEREAS, The St. Helena Municipal Code Section 9.04.010 authorizes the City Council to allow possession of open alcoholic beverages on public streets or any private or public off-street parking lot: and
WHEREAS, Parks and Recreation Department is requesting City Council allow possession of alcohol on specific public streets during the duration of the Harvest Festival and will work in partnership with local non-profit organizations to sell beer and wine at the event; and
NOW, THEREFORE BE IT RESOLVED by the City Council of the City of St. Helena hereby approves the following:

1. Temporary closures of the following streets on October 18, 2025:
• Adams Street, between Oak Avenue and Kearney Street, from 6:00am11:00am • Adams Street, between Railroad Avenue and 899 Adams Street, from 5:00am – 7:00pm
• Library Lane, entirety of Library Lane, from 5:00am – 7:00pm • Possession of open alcoholic beverages on public streets and parking lots encompassed by the Harvest Festival event footprint on October 18, 2025.

Agenda Item #10.9.

Approved at a Regular Meeting of the St. Helena City Council on August 26, 2025, by the following vote:

Mayor Dohring: ___
Vice Mayor Deasy: ___
Councilmember Barak: ___
Councilmember Spadarotto: ___
Councilmember Summers: ___
APPROVED: ATTEST:

Paul Jamison Dohring, Mayor Erika Opp, Acting City Clerk Agenda Item #10.9.

Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Recreation
DATE: August 26, 2025
FROM: Ashley Sylvester, Recreation Manager
SUBJECT: Consideration and proposed adoption of a resolution authorizing (1) a temporary street closure of Hunt Avenue from November 24, 2025 until January 5, 2026 with
additional street closures on November 26, 2025; and (2) possession of open alcoholic beverages on public streets on November 26, 2025 for the Holiday Wine Barrel Tree
installation and lighting ceremony.

RECOMMENDED
ACTION:

Staff recommends City Council review and adopt the
attached resolution.

PREVIOUS COUNCIL
ACTION:

City Council has approved similar resolution for the
installation Holiday Wine Barrel Tree since 2021. The
most recent action took place at the September 10, 2024 City Council Meeting, Resolution No. 2024-129.

STATEMENT OF THE
PURPOSE:

City Staff, in partnership with the St. Helena Chamber of Commerce, is seeking City Council's approval to
temporarily close a portion of Hunt Avenue and allow the possession of open alcoholic beverages on Hunt Avenue
and Railroad Ave for Holiday Wine Barrel Tree installation and lighting ceremony.

FINANCIAL IMPACT: The City will incur costs associated with installation of traffic safety measures and community event
implementation. All staffing and associated installation costs will be funded from approved FY 25-26 departmental budgets. The cost of the barrel tree materials and
professional install will be covered by the Chamber of
Commerce, with the support of local sponsorship.

BACKGROUND:

Over the past several years, the St. Helena Chamber of Commerce (Chamber) has worked in partnership with City staff to enhance community holiday festivities for the period of time between the Thanksgiving and the New Year’s Day holidays. In 2021, the Chamber introduced a lighted Holiday Wine Barrel Tree installation on Hunt Ave. The installation consists of 145 professionally installed wine barrels stacked with a custom steel structure, baseplate and plywood decks, measuring over 30 feet tall. Additionally, the installation will once again include holiday-themed décor throughout Hunt Ave and artistic traffic barrier coverings to enhance the overall aesthetics of the closure.

Agenda Item #10.10.

After successful installations the past three years, the Chamber, in partnership with the City, are proposing a similar display for the holiday season in 2025.

DISCUSSION:
(1) Street Closure
In order to accommodate the wine barrel tree installation, safely allow pedestrians to gather in the surrounding area, and provide space for holiday festivities and entertainment, staff is proposing the following closures.  Hunt Avenue (between Main Street and Railroad Avenue) to vehicle traffic throughout the duration of the wine barrel tree display, from November 24, 2025- January 5, 2026.
 Hunt Ave (between Main Street Avenue and Church Street) for the lighting ceremony and festivities, on November 26, 2025 from 3:00pm- 10:00pm.  Railroad Ave (between Adams Street and Hunt Avenue) for the lighting ceremony and festivities, on November 26, 2025 from 3:00pm- 10:00pm.

City staff will assist with installation of safety barriers, public notifications of parking modifications, and installation of temporary parking spaces along the eastern closure of Hunt Avenue near Railroad Avenue. If approved, the road closure would be in place from November 24, 2025 – January 5, 2026 on Hunt Avenue and November 26, 2025 from 3:00pm- 10:00pm on Hunt Avenue and Railroad Avenue.

If the proposed road closure is approved by Council, the Chamber of Commerce will obtain a Temporary Use and Encroachment Permit for the installation. The Chamber and City staff will notify all businesses in the immediate vicinity of the proposed closure prior to the August 26 City Council meeting.
(2) Open Alcohol Possession
As part of the barrel tree lighting festivities on November 26, staff is requesting the possession of alcohol beverages (beer and wine) be allowed within the footprint of the street closure on Hunt Ave and Railroad Ave. If approved, the Chamber would be responsible for securing a permit from the Department of Alcoholic Beverage Control (ABC) and will meet all insurance and security requirements as stipulated by City staff, St. Helena Police Department, and ABC.

ENVIRONMENTAL REVIEW:

Staff will coordinate with the City's Environmental Service technician and ensure event activities and associated amenities are implemented in accordance with all applicable environmental management practices.

GOAL:

Goal 5: Enhance Quality of Life
Agenda Item #10.10.

DOCUMENTS ATTACHMENTS:
2025 Holiday Wine Barrel Tree Resolution
Agenda Item #10.10.

CITY OF ST. HELENA
RESOLUTION NO. 2025 -
RESOLUTION APPROVING (1) A TEMPORARY STREET
CLOSURE OF HUNT AVENUE FROM NOVEMBER 24, 2025 –
JANUARY 5, 2026; AND (2) POSSESSION OF OPEN

ALCOHOLIC BEVERAGES ON HUNT AVE ON NOVEMBER
26, 2025 TO SUPPORT THE HOLIDAY WINE BARREL TREE

INSTALLATION AND LIGHTING CEREMONY
WHEREAS, the St. Helena Chamber of Commerce (Chamber) is working in partnership with the City to support the economic vitality of downtown St.

Helena and create a festive holiday atmosphere for community members and visitors alike; and
WHEREAS, the Chamber has successfully installed a lighted Holiday Wine Barrel Tree installation on Hunt Avenue for the past three holiday seasons; and
WHEREAS, the Chamber, in partnership with City staff, is proposing the return of the Holiday Wine Barrel Tree installation with accompanying décor and entertainment for the 2025 holiday season; and
WHEREAS, a temporary street closure of Hunt Avenue from Main Street to Railroad Avenue is being requested to support the Holiday Wine Barrel installation and provide a safe environment for the community to gather; and WHEREAS, The St. Helena Municipal Code Section 9.04.010 authorizes the City Council to allow possession of open alcoholic beverages on public streets or any private or public off-street parking lot; and
WHEREAS; City staff, in partnership with the Chamber, are requesting City Council authorize the possession of open alcoholic containers within the confines of the event space for the Holiday Wine Barrel Tree Lighting ceremony on November 26, 2025.

NOW, THEREFORE BE IT RESOLVED by the City Council of the City of St. Helena hereby approves the following:

1. The temporary street closure of Hunt Avenue, between Main Street to Railroad Avenue, from November 24, 2025 - January 5, 2026.

2. The temporary street closure of Railroad Ave between Adams Street and Hunt Avenue during the duration and set up of the barrel tree lighting festivities on November 26, Agenda Item #10.10.

2025.

3. The temporary street closure of Hunt Ave Between Main Street and Church Street during the duration and set up of the barrel tree lighting festivities on November 26, 2025.

4. Possession of open alcoholic beverages on Hunt Ave during the duration of the barrel tree lighting festivities on November 26, 2025.

Approved at a Regular Meeting of the St. Helena City Council on August 26, 2025, by the following vote:

Mayor Dohring: ___
Vice Mayor Deasy: ___
Councilmember Barak: ___
Councilmember Spadarotto: ___
Councilmember Summers: ___
APPROVED: ATTEST:

Paul Jamison Dohring, Mayor Erika Opp, Interim City Clerk Agenda Item #10.10.

From: Tracy McBride
To: Public Comment
Subject: St Helena City Council Meeting 8.26.25 Request to Pull Consent Item 10.10 Date: Sunday, August 24, 2025 1:44:17 PM
Hello City Council,
Please pull the Consent Item 10.10 regarding the temporary street closure of Hunt Avenue from November 24, 2025 until January 5, 2026, so that public comment can be heard.

Wear on City streets by semi-trucks, City Truck Ordinance Truck Route Ordinance is overlooked, fiscal impact not thorough:

Closure of Hunt Ave between Main & Railroad directs semi-trucks use Pope St to Church St to Hunt Ave. (per prior installations of the "holiday tree") CalTrans approves semi-trucks such as those that Safeway uses to weigh up to 80,000 pounds.

The City of St Helena Truck Ordinance requires trucks over 10,000 pounds to use the truck route on Main Street and then to use the direct route to their destination. Closing Hunt Avenue blocks the direct route.

Our residential streets are not constructed to support this type of semi-truck traffic. Thus semi-truck traffic will increase notable wear and tear on the roads. I do not see where the additional road maintenance cost for using a "local" street is included in the fiscal estimate for the closure of Hunt Ave for 42 days.

Quality of Life for residents is degraded:

The quality of life for those living on residential streets where large semi-trucks will drive is not considered in this proposal. The quality of life was the reason St Helena adopted a truck route ordinance, and ignoring this component is in contradiction to our own regulations. Semi-trucks on a residential street are disruptive and potentially a safety hazard.

At a minimum, I respectfully ask:

The City route large trucks to use Main Street to Adams St to Railroad to Hunt Ave (if this proposal is passed), which avoids residential impact.

The City to consider if this event should be maintained in the future due to impact on local residents (both quality of life and fiscal impact), or if at a minimum the event should be rotated to different locations.

The City Council to affirm their commitment that large trucks should not be using residential streets per our Truck Ordinance.

The City notifies Safeway and other businesses of the temporary truck route not along residential streets.

Thank you.

Tracy McBride,
Agenda Item #10.10.

Phone: 510-517-6202
Agenda Item #10.10.

From: Elaine de Man
To: Erika Opp
Subject: Consent Item 10.10
Date: Tuesday, August 26, 2025 2:30:12 PM
To the Mayor and Members of the City Council:

Please pull Consent Item 10.10.

As a resident on the east side of town, I am requesting that the city find a new home for the Barrel Tree as the closure of Hunt Street is a major inconvenience for those of us who use that street on a regular basis.

Additionally, trucks servicing Safeway have to find alternative routes to get to the store, often driving through our neighborhoods and causing impacts at other intersections.

It also causes unnecessary waits to turn off of Main Street as it closes one of the thoroughfares for traffic wanting to turn east and adds to traffic congestion and carbon emissions.

I understand that the merchants think it is important to bring additional tourist business to downtown during the holiday season, but as you can see from the report below, published by the city, most of our sales tax revenue is NOT generated by Main Street stores, but rather from local serving businesses, which do include restaurants.

Agenda Item #10.10.

I don’t understand why we would be willing to spend money and staff time and inconvenience our residents, for such a small, potential gain. Please, let's not do this, again.

I think Lyman Park would be a much more appropriate location for the Barrell Tree. If people from out-of-the-area are coming here just to have their photo taken in front of it, they will find it down a few blocks down the street.

Elaine de Man
Chiles Ave.

Agenda Item #10.10.

Agenda Report to the City Council
Agenda Section: PUBLIC HEARINGS
Department: Public Works
DATE: August 26, 2025
FROM: Eric Janzen, Assistant Public Works Director
SUBJECT: To adopt (1) a Resolution of the City Council of the City of St. Helena approving an Affordable Housing Regulatory
Agreement and Declaration of Restrictive Covenants for
the Hunter Subdivision Project, authorizing the city
manager to execute the Affordable Housing Agreement
and directing the acting city clerk to record the agreement in the official records of Napa County, and (2) a Resolution of the City Council of the City of St. Helena approving the Final Subdivision Map, Subdivision Improvement
Agreement and Post-Construction Storm Water
Management and Maintenance Agreement; authorizing
the city manager to execute the approved agreements;
and authorizing the city clerk to record the final subdivision map and related agreements in the official records of Napa County

RECOMMENDED
ACTION:

To adopt (1) a Resolution of the City Council of the City of St. Helena approving an Affordable Housing Regulatory
Agreement and Declaration of Restrictive Covenants for
the Hunter Subdivision Project, authorizing the city
manager to execute the Affordable Housing Agreement
and directing the acting city clerk to record the agreement in the official records of Napa County, and (2) a Resolution of the City Council of the City of St. Helena approving the Final Subdivision Map, Subdivision Improvement
Agreement and Post-Construction Storm Water
Management and Maintenance Agreement; authorizing
the city manager to execute the approved agreements;
and authorizing the city clerk to record the final subdivision map and related agreements in the official records of Napa County.

PREVIOUS COUNCIL
ACTION:

On June 26, 2023, the City Council adopted Resolution
2023-069 approving the Hunter Tentative Subdivision
Map.

STATEMENT OF THE
PURPOSE:

Consideration and approval of a Resolution approving an Affordable Housing Agreement for the Hunter Subdivision Project, and a Resolution approving the Hunter Final
Subdivision Map and agreements required in conjunction
with the final map, authorizing the City Manager to execute Agenda Item #11.1.

the required agreements, and directing the City Clerk to record the Final Map and related agreements.

FINANCIAL IMPACT: None.

BACKGROUND:

White Fang Properties, LLC (the Developer) owns a 16.9-acre parcel located northeast portion of St. Helena, at the eastern terminus of Adams Street, and desires to subdivide the property into 51 parcels for single family homes; one 3.13-acre parcel for multifamily homes and two parcels for landscaping and an onsite water well on a property located at the eastern terminus of Adams Street in the Medium Density Residential (MR) zoning district. The City processed the Developer’s application to subdivide their property over the course of several years, culminating in the consideration by the City of a tentative subdivision map in 2023.

On February 7, 2023, the Planning Commission recommended approval of the Tentative Subdivision Map.

On June 26, 2023, the City Council adopted Resolution 2023-068 Certifying the Environmental Impact Report (State Clearinghouse # 2018032014) for the Hunter Subdivision Project; Adopting Findings Pursuant to the California Environmental Quality Act; Adopting A Statement of Overriding Considerations; and Adopting a Mitigation, Monitoring and Reporting Program.

On June 26, 2023, the City Council approved the adopted Resolution 2023-069 approving the Hunter Tentative Subdivision Map.

Following certification of the Environmental Impact Report (EIR) for the residential development and approval of the Tentative Subdivision Map (TSM), two organizations, St. Helena Citizens for a Sustainable Future and Water Audit California (Petitioners) filed a Verified Petition for Writ of Mandate and Complaint for Declaratory and Injunctive Relief in Napa County Superior Court seeking to overturn the Council’s decisions to certify the EIR and approve the TSM. On December 11, 2024, the Court issued its order upholding the validity of both the EIR and the Council’s decision to approve the tentative subdivision map in its entirety. The Petitioners have appealed the Superior Court’s ruling, and that appeal is currently pending.

In the meantime, the property owner has been proceeding with the process of preparing a final subdivision map in accordance with the requirements of the California Subdivision Map Act (Map Act) and the City’s Subdivision Ordinance, and addressing certain conditions of approval that were included as part of the approval of the TSM, and required to be addressed prior to approval of the final subdivision map. Among the conditions required to be addressed is the preparation and approval of an Affordable Housing Regulatory Agreement that will ensure that the affordable housing included in residential subdivision will be developed as part of the project. City staff and the Developer have negotiated the terms of an Affordable Housing Regulatory Agreement Agenda Item #11.1.

in conformance with the requirements of the City’s inclusionary housing ordinance, and that agreement is being presented to the Council for its consideration. Additionally, the final subdivision map is now complete, and also ready for consideration by the Council.

DISCUSSION:

For subdivisions of land that divide land into five or more parcels, California law provides for a two-step process. First, the subdivider will apply for approval of a tentative subdivision map, which will allows City staff and the City Council some flexibility to include some acceptable changes before a final subdivision map is prepared. The tentative map shows the design and improvement of the proposed subdivision and the existing conditions in and around the subdivision. (California Government Code Sec. 66424.5.)
Following approval of the tentative map, the subdivider will prepare a final subdivision map, which requires more detailed surveying engineering work to confirm the technical accuracy of the map before recordation in the official records of the County. Once the map is prepared, the Director of Public Works, in his capacity as City Engineer, is required to review the final map to confirm that it conforms to all conditions of approval for the TSM.

The Director of Public Works has reviewed the Hunter Final Map and found it to be in substantial conformance of the California Subdivision Map Act and the City of St.

Helena Municipal Code. The Director has also reviewed the Hunter Subdivision Improvement Plans and found them to be in substantial conformance with City Standards and the project’s conditions of approval. Provided that a final map conforms with all conditions of approval attached to the tentative map, the approval of the final map is a ministerial action of the Council. In other words, the Council has no discretion to deny approval of the map, if all conditions are met. (Government Code Sec. 66458.) While the Director of Public Works has confirmed that the final map conforms with the applicable requirements, there are certain agreements that must be approved in conjunction with the final map in order for the Developer to fully address the conditions that must be satisfied prior to approval of the final map. The agreements are described below.

Affordable Housing Regulatory Agreement (01 - Exhibit 1) The conditions of approval for the TSM require that prior to approval of the final map, the Developer must enter into an Affordable Housing Agreement with the City to satisfy the requirements of the City’s Inclusionary Housing Ordinance, which agreement is subject to the review and approval of the City Council. The Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenant (Exhibit A to Attachment No. 1) is required to ensure that the Developer meets the City’s requirement that at least twenty percent of all new dwelling units (not including accessory dwelling units) in Agenda Item #11.1.

a residential subdivision shall be affordable units. The Affordable Housing Agreement meets that requirement as described below.

The development is comprised of 87 total units, including 51 single family units on individual parcels (the “Single Family Units”), 25 units to be developed on Lot 52 of the subdivision map (the “Lot 52 units”), and 11 accessory dwelling units (the “ADUs”) that will be constructed with the Single Family Units (which are not included for purposes of calculating the affordable housing requirement). The Affordable Housing Agreement requires that 15 of the Lot 52 units will be provided as either for-sale or rental affordable housing units. These 15 units are equal to 19.73% of the total units of the development (excluding the ADUs), and as permitted by the Inclusionary Housing Ordinance, the Developer will pay to the City an inclusionary housing in-lieu fee for the 0.27% fraction of an affordable housing unit needed to satisfy the full 20% requirement.

The Agreement provides the Developer with the discretion to provide the units through either providing for-sale affordable units (which would likely be townhome units), or rental affordable units, both in conformance with the requirements of the Inclusionary Housing Ordinance. The Developer must notify the City whether it plans to provide the affordable housing units as rental units or ownership units prior to the City issuing a rough grading permit for the Property. If the units are developed as ownership units, seven of the units would be sold at an affordable sales price to households earning not more than 100% of the area median income (AMI) for Napa County, and eight of the units would be sold at an affordable sales price to Moderate Income Households (earning not more than 120% of AMI). If the units are developed as rental units, then 9 of the units will be rented to Very Low Income Households (earning not more than 50% of AMI), 4 units will be rented to Low Income Households (earning not more than 80% of AMI) and 2 of the units will be rented to Moderate Income Households (earning not more than 120% of AMI). For reference, the current area median income for Napa County for a four-person household is $146,700. Both requirements are consistent with the requirements of the City’s Inclusionary Housing Ordinance.

The Agreement requires that the affordable units must be developed concurrently and on a proportionate basis with the market rate units. Specifically, the Agreement requires that the Developer must secure at least one certificate of occupancy for an affordable unit for each four certificates of occupancy received for market rate units, so that the affordable units are being constructed on at least an equivalent pace with the market rate units. Once constructed, the affordable units are required to remain affordable in perpetuity. The Affordable Housing Agreement will be considered pursuant to a separate resolution, since the conditions of approval required it to be approved by Council prior to the approval of the final subdivision map.

Subdivision Improvement Agreement (02 - Exhibit B)
As part of the subdivision of the Property, the Developer is required to make certain public infrastructure improvements to serve the subdivision. These improvements have been included in the Subdivision Improvement Plans which, as noted above, have been Agenda Item #11.1.

reviewed by the Public Works Director and confirmed to be in substantial conformance with the City standards and the conditions of approval for the TSM. The Subdivision Map Act allows that rather than constructing all of the infrastructure improvements prior to the recordation of the final map, the subdivider and the City may enter into a Subdivision Improvement Agreement, pursuant to which the subdivider agrees to construct the required infrastructure improvements following recordation of the final map. The Map Act further requires that the developer provide security to ensure that the improvements are completed, in the form of bonds, letters of credit, or similar security. The City prepared the Subdivision Improvement Agreement (Exhibit B to Attachment No. 2), and Developer has agreed to its terms, and provided the City with the required bonds. The City Attorney and the Public Works Director have reviewed the Subdivision Improvement Agreement and have determined that it meets the requirements of the Map Act, the City’s Subdivision Ordinance and the Conditions of Approval.

Post-Construction Storm Water Management and Maintenance Agreement (02 - Exhibit C)
The City is governed by the Napa Countywide Storm Water Pollution Prevention Program (NCSPPP) for Small Municipal Separate Storm Sewer Systems. The NCSPPP, which is comprised of City of Napa, Yountville, Calistoga, St. Helena, American Canyon and Napa County is covered under a Phase II General Permit governing storm water discharges. Under the Phase II permit, the City is required to ensure that post construction structural best management practices for managing storm water discharge are incorporated into new development, and that there is adequate long-term maintenance for those structural improvements. To that end, the City and Developer have prepared the Declaration of Easements and Maintenance Agreement – Post Construction Storm Water Best Management Practices to ensure the long-term maintenance of those improvements. The improvements will initially be maintained by the Developer, until a maintenance association for the subdivision is established, at which point the maintenance association will assume responsibility for the improvements. In the event that the maintaining owner (either the Developer or the maintenance association) fails to maintain the improvements, the City may make the required improvements itself and bill the maintaining owner for the associated costs.

The City Attorney and the Public Works Director have reviewed the Post-Construction Storm Water Management and Maintenance Agreement and determined that it addresses the applicable conditions of approval.

Declaration of Restrictions (CC&Rs) and Well Easement Agreement (Attachment 1 & Attachment 2)
The City Attorney has reviewed Declaration of Restrictions and found them to be in conformance with the Conditions of Approval and applicable law.

Similarly, the City Attorney has reviewed the Hunter Well Easement Agreement which will be executed between the developer, White Fang Properties LLC, and the Hunter Agenda Item #11.1.

Homeowners Association and found it to be in conformance with the Conditions of Approval and applicable law.

ENVIRONMENTAL REVIEW:

An EIR for the Hunter Subdivision Project was prepared and certified by the City Council on June 26, 2023 by Resolution 2023-068. The approval of the final map and associate agreements is part of the project reviewed in the EIR, and therefore this action does not require further CEQA review. Additionally, as noted above the act of approving the final map is a ministerial action, and therefore is not subject to CEQA.

GOAL:

Goal 4: Provide Effective Community Information & Opportunities for Engagement Goal 5: Enhance Quality of Life
DOCUMENTS ATTACHMENTS:
01 - Resolution - Hunter Affordable Housing Agreement Reso-c1_082225 01 - EXHIBIT A - St. Helena - Affordable Housing Agreement (Hunter Subdivision)-c1 02 - Resolution - Hunter Final Map.20250822
02 - EXHIBIT A - Final Map 5567.0
02 - EXHIBIT B - City of St. Helena - Subdivision Improvement Agreement (Hunter Subdivision)-c1.EOpp (1)
02 - EXHIBIT C - Hunter Post Construction Storm Water BMP Maintenance Agreement (2966371_6)
ATTACHMENT 1 - Hunter Declaration of Restrictions CC_Rs (2920109_11) ATTACHMENT 2 - Hunter Well Easement Agreement (2986807_RV5toV4) Agenda Item #11.1.

CITY OF ST. HELENA
RESOLUTION NO. 2025-__
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ST. HELENA APPROVING

THE AFFORDABLE HOUSING REGULATORY AGREEMENT AND DECLARATION

OF RESTRICTIVE COVENANTS (HUNTER SUBDIVISION PROJECT) AND

AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENT ON

BEHALF OF THE CITY

RECITALS
A. The White Fang Properties, LLC (the “Developer”) is the owner of that certain property located in the northeast portion of St. Helena, at the eastern terminus of Adams Street in the Medium Density Residential (MR) zoning district (the “Property”); and
B. Developer intends to develop a residential development upon the Property that will include 51 single family dwelling units, 11 accessory dwelling units and 25 units to be developed on a separate parcel designated as “Lot 52” on a tentative subdivision map prepared for the Property (the “Hunter Subdivision Project”); and C. On June 26, 2023, the City Council adopted Resolution 2023-068 Certifying the Environmental Impact Report (State Clearinghouse # 2018032014) for the Hunter Subdivision Project; Adopting Findings Pursuant to the California Environmental Quality Act; Adopting A Statement Of Overriding Considerations; and Adopting a Mitigation Monitoring and Reporting Program, and adopted Resolution 2023-069 approving the Hunter Tentative Subdivision Map; and
D. As a condition of approval of the Hunter Tentative Subdivision Map, Developer is required to enter into an Affordable Housing Agreement to ensure Developer’s compliance with the City’s Inclusionary Housing requirements as set forth in Chapter

17.30 of the St. Helena Municipal Code; and
E. City and Developer have prepared an Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants (Hunter Subdivision Project) that requires that 15 of the residential units to be developed in the Hunter Subdivision will be income restricted and rented or sold for eligible households as more specifically set forth in the Agreement, and includes such other requirements as necessary to ensure compliance with the Conditions of Approval for the Hunter Subdivision related to the provision of affordable housing and Chapter 17.30 of the St. Helena Municipal Code.

RESOLUTION
Agenda Item #11.1.

NOW, THEREFORE, the City Council of the City of St. Helena hereby resolves that the Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants (Hunter Subdivision Project) in the form attached hereto as Exhibit A is approved, and the City Manager is directed to execute said agreement on behalf of the City.

Approved at a Regular Meeting of the St. Helena City Council on August 26, 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 #11.1.

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EXHIBIT A

RECORDING REQUESTED BY
AND WHEN RECORDED, RETURN TO:

City of St. Helena

EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383
Space above this line for Recorder’s use.

AFFORDABLE HOUSING REGULATORY AGREEMENT AND

DECLARATION OF RESTRICTIVE COVENANTS
(Hunter Subdivision Project)
This Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants (this “Agreement”) is entered into effective as of August 26, 2025 (“Effective Date”), by and between the City of St. Helena, a municipal corporation (“City”), and White Fang Properties, LLC, a South Dakota limited liability company (“Applicant”), with reference to the following facts.

RECITALS
A. Applicant intends to develop a residential development (as further defined below, the “Development”) upon the real property located in the City of St. Helena at the northeast portion of St. Helena, at the eastern terminus of Adams Street, known as Napa County Assessor’s Parcel No. 009-030-057, and more particularly described in Exhibit “A” attached hereto and incorporated herein by this reference (the “Property”).

B. The Development will include fifty-one (51) single family dwelling units. Eleven (11) of the single family lots will have additional accessory dwelling units (“ADUs”). In addition, the Development intends to construct twenty-five (25) units within the area designated as “Lot 52” on the Tentative Map approved by the City Council on June 26, 2023 for the Property in Resolution No. 2023-69 (the “Lot 52 Units”), fifteen (15) of which will be incomerestricted to Eligible Households as further defined herein (the “Affordable Units”). The affordable housing component of the Development is described in more detail in Exhibit “B” attached hereto and incorporated herein by reference. Due to the Development’s inclusion of eighty-seven (87) total units, the Development satisfies the density requirements of the Medium Density Residential (MR) zoning district as set forth in Chapter 17.16 of the Ordinance.

C. The Development’s inclusion of the Affordable Units, will allow the Applicant to qualify for Government Code Sections 65915-65918, as applicable (“State Density Bonus Law”) and satisfy the requirements of Chapter 17.30 of the St. Helena Municipal Code (the “Ordinance”). The purpose of this Agreement is to provide the initial legal recorded affordability restrictions for the Affordable Units pursuant to the Ordinance.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the Applicant hereby agree as follows.

Agenda Item #11.1.

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2 ARTICLE 1

DEFINITIONS

1.1 Definitions.

When used in this Agreement, the following terms shall have the respective meanings assigned to them in this Article 1.
“Actual Household Size” means the actual number of persons in the applicable household.
“Affordable Housing Cost” means the housing cost for for-sale inclusionary units as defined by California Health & Safety Code Section 50052.5 for owner occupied housing, as applicable to the moderate-income households. “Affordable Sales Price” means the maximum sales price for which a for-sale inclusionary unit may be sold that will not result in the purchaser’s monthly payments exceeding an Affordable Housing Cost for the for-sale inclusionary unit, assuming a benchmark mortgage interest rate and minimum down payment as may be established by the City from time to time. “Affordable Rent” means the affordable rent for rental dwelling units as defined in California Health and Safety Code Section 50053.
“Affordable Unit” is defined in the recitals to this Agreement. “Agreement” is defined in the preamble to this Agreement. “Area Median Income” means the area median income for Napa County, California, adjusted for Actual Household Size, as determined by the United States Department of Housing and Urban Development (“HUD”) and as published from time to time by the State of California Department of Housing and Community Development (“HCD”) in Section 6932 of Title 25 of the California Code of Regulations or successor provision published pursuant to California Health and Safety Code Section 50093(c).
“Assumed Household Size” shall have the meaning set forth in Section 2.2(c) below.
“City” is defined in the preamble to this Agreement.
“Applicant” is defined in the preamble to this Agreement. “Development” is defined in the recitals to this Agreement. “Effective Date” is defined in the preamble to this Agreement. “Eligible Household” means a household whose Gross Income upon initial occupancy does not exceed the maximum income level applicable to the Affordable Unit in which the household intends to reside as specified in Section 2.1.

Agenda Item #11.1.

83578.00103\42529058.8
3 “Gross Income” shall have the meaning set forth in Section 6914 of Title 25 of the California Code of Regulations as such Section may be revised from time to time. “Indemnitees” shall have the meaning set forth in Section 8.1 below. “Low-Income Household” means a household whose income does not exceed the qualifying limits for lower income families as established and amended from time to time for Napa County pursuant to Section 8 of the United States Housing Act of 1937. The income limit for low-income households, adjusted for family size, is published periodically in the California Code of Regulations, Title 25, § 6932.
“Low-Income Unit” means a dwelling unit that is required to be sold or rented to a Low-Income Household at an Affordable Sales Price or an Affordable Rent, as applicable. “Moderate-Income Household” shall have the meaning set forth in Section 50093 of the California Health and Safety Code. The income limit for moderate-income households, adjusted for family size, is published periodically in the California Code of Regulations, Title 25, § 6932.
“Moderate-Income Unit” means a dwelling unit that is required to be sold or rented to a Moderate-Income Household, as applicable, or a Low-Income Household that is able to qualify to rent or purchase the Moderate-Income Unit. “Occupant” means a household legally occupying an Affordable Unit. “Ordinance” is defined in the recitals to this Agreement. “Party” and “Parties” are defined in the preamble to this Agreement. “Property” is defined in the recitals to this Agreement and more particularly described in the legal descriptions attached as Exhibit “A”. “State Density Bonus Law” is defined in the recitals to this Agreement. “Tenant” means a household legally occupying an Affordable Unit pursuant to a valid lease with Applicant or Applicant’s successor in interest. “Term” means the term of this Agreement, which shall commence on the Effective Date and shall terminate upon mutual written agreement executed by and between the parties hereto or their successors in interest.
“Very-Low Income Household” means a household whose income does not exceed the qualifying limits for very low-income families as established and amended from time to time pursuant to Section 8 of the United States Housing Act of 1937. The income limit for very-low income households, adjusted for family size, is published periodically in the California Code of Regulations, Title 25, § 6932.

Agenda Item #11.1.

83578.00103\42529058.8
4 “Very-Low Income Unit” means a dwelling unit that is required to be sold or rented to a Very-Low Income Household at an Affordable Sales Price or an Affordable Rent, as applicable.

ARTICLE 2

AFFORDABILITY AND OCCUPANCY COVENANTS

2.1 Occupancy Requirements.
(a) To satisfy the requirements of Chapter 17.30.030 of the Ordinance, the Applicant shall do one of the following, at its discretion:
(1) In the event that the Applicant develops the Lot 52 Units as rental residential units pursuant to Chapter 17.30.030(F) of the Ordinance, Applicant shall ensure that the Affordable Units shall be comprised of the following: Nine (9) units shall be Very-Low Income Units that shall be rented at an Affordable Rent to Eligible Households that qualify as Very-Low Income Households; four (4) units shall be Low-Income Units that shall be rented at an Affordable Rent to Eligible Households that qualify as Low-Income Households; and two (2) units shall be Moderate-Income Units that shall be rented at an Affordable Rent to Eligible Households that qualify as Moderate-Income Households.
(2) In the event that the Applicant develops the Lot 52 Units as for sale residential units pursuant to Chapter 17.30.030(G) of the Ordinance, Applicant shall ensure that the Affordable Units shall be comprised of the following: Seven (7) units shall be sold at an Affordable Sales Price to Eligible Households whose Gross Income upon initial occupancy does not exceed one-hundred percent (100%) of Area Median Income as adjusted for Actual Household Size; and eight (8) units shall be sold at an Affordable Sales Price to Eligible Households that qualify as Moderate-Income Households.

Prior to the issuance of the rough grading permit for all or any portion of the Property, the Applicant shall notify the City Community Development Director whether it intends to develop the Lot 52 Units as for-sale or rental units as set forth above. (b) Pursuant to Chapter 17.30.030(A) of the Ordinance, the Applicant shall pay an in-lieu fee for the twenty-seven one-hundredths percent (0.27%) fraction of an affordable unit necessary to satisfy the Ordinance’s requirement to develop twenty percent (20%) of the total new dwelling units as affordable units.
(c) Continued Affordability.
(1) In the event that Applicant develops the Lot 52 Units as rental residential units, the Affordable Units shall be rented to Eligible Households in perpetuity, pursuant to an affordable housing regulatory agreement entered into by and between the City and Applicant or Applicant’s successor in interest in a form as approved by the City, which regulatory agreement shall be consistent with the requirements of this Agreement, and shall be recorded in the Official Records of Napa County against the entirety of Lot 52.

Agenda Item #11.1.

83578.00103\42529058.8
5 (2) In the event that Applicant develops the Lot 52 Units as for-sale residential units, as a condition of the sale of each Affordable Unit to an Eligible Household, the Eligible Household shall execute, in recordable form, a resale restriction agreement and deed of trust in a form as prepared by the City, to ensure that the Affordable Unit may only be sold to Eligible Households at an Affordable Sales Price for a term of not less than 45 years. Such resale restriction agreement and deed of trust shall be recorded against each such Affordable Unit in the Official Records of Napa County concurrently with the conveyance of each Affordable Unit to an Eligible Household.
(d) Comparable Quality. The Affordable Units shall be comparable in number of bedrooms, exterior appearance, and overall quality to the unrestricted Dwelling Units in the Development, provided that the gross floor area of the Affordable Units and interior features in the Affordable Units need not be the same as or equivalent to those in the unrestricted units in the Development.

2.2 Allowable Rent or Purchase Price.
(a) Affordable Rent for Affordable Units. To the extent that Applicant opts to satisfy the requirements of Chapter 17.30.030 of the Ordinance pursuant to Section 2.1(a)(1), and subject to the provisions of Section 2.3 below, the maximum rent charged to Tenants of the Affordable Units shall not exceed Affordable Rent. Notwithstanding any contrary provision hereof, if any Affordable Unit is subsidized pursuant to the Section 8 Housing Choice Voucher Program or any other program that provides rent subsidy, Applicant or Applicant’s successor in interest at the owner of Lot 52 shall be permitted to receive additional rent revenue pursuant to and in accordance with such program, and the restriction on rent set forth herein shall only apply to the rent that is payable by the Tenant. The total rent charged for a unit subsidized through the Section 8 Housing Choice Voucher Program may not exceed the Section 8 Payment Standard adopted by the local Public Housing Authority based on the unit’s bedroom count. (b) Affordable Sales Price for Affordable Units. To the extent that Applicant opts to satisfy the requirements of Chapter 17.30.030 of the Ordinance pursuant to Section

2.1(a)(2), the maximum sales price of the Affordable Units shall not exceed an Affordable Sales Price.
(c) Assumed Household Size. In calculating Affordable Rent and Affordable Sales Price, the following Assumed Household Sizes shall apply, provided that if applicable federal statutes or regulations require use of alternate household size assumptions, such federally-mandated household size assumptions shall be used instead of the assumptions provided below:

Number of Bedrooms Assumed Household Size
Studio 1
One 2
Two 3
Three 4
Agenda Item #11.1.

83578.00103\42529058.8
6 (d) Rent. To the extent that Applicant opts to satisfy the requirements of Chapter 17.30.030 of the Ordinance pursuant to Section 2.1(a)(1), rent increases for the Affordable Units shall comply with all local, state, and federal laws, rules, and regulations applicable to the Affordable Units, provided that in no event will the rent for any Affordable Unit exceed the applicable Affordable Rent. The City or its designee shall provide the Applicant with a schedule of maximum permissible rents for the Affordable Units annually. The Applicant shall provide City or its designee with all information reasonably requested by the City or its designee in connection with the rental of the Affordable Units.

2.3 Termination of Occupancy. To the extent that Applicant opts to satisfy the requirements of Chapter 17.30.030 of the Ordinance pursuant to Section 2.1(a)(1), upon termination of occupancy of an Affordable Unit by an Occupant, such Affordable Unit shall be deemed to be continuously occupied by a household of the same income level (e.g., Very-Low Income or Low-Income) as the income level of the vacating Occupant, provided that Applicant or its designee is diligently marketing the Affordable Unit for rent during such vacancy. At such time that the unit is reoccupied, Applicant or its designee shall verify that the new Tenant is an Eligible Household for the applicable Affordable Unit (e.g., Very-Low Income or Low-Income) and provide the City or its designee with the information required pursuant to Article 3 of this Agreement to certify such income. In any event, the Applicant or its designee shall maintain the occupancy requirements set forth in Section 2.1 above.

2.4 Section 8 Housing Choice Voucher Holders. To the extent that Applicant opts to satisfy the requirements of Chapter 17.30.030 of the Ordinance pursuant to Section 2.1(a)(1), the Applicant will accept as Tenants, on the same basis as all other prospective Tenants, persons who are recipients of federal certificates for rent subsidies pursuant to the existing housing certificate program or the Housing Choice Voucher Program under Section 8 of the United States Housing Act, or its successor. The Applicant or its designee shall not apply selection criteria to Section 8 certificate or voucher holders that is more burdensome than criteria applied to all other prospective Tenants, nor shall the Applicant or its designee apply or permit the application of management policies or lease provisions with respect to the units which have the effect of precluding occupancy of units by such prospective Tenants.

2.5 Construction of Affordable Units. The Affordable Units shall be developed concurrently with the unrestricted units in the Development, and the City shall not issue a certificate of occupancy for any of the unrestricted units in the Development unless and until the City concurrently issues certificate of occupancy for a comparable share of the Affordable Units, relative to the Project as a whole. This Section requires that at least one (1) certificate of occupancy be issued for an Affordable Unit for each four (4) certificates of occupancy that are issued for market rate units (not including ADUs), until certificates of occupancy are issued for all the Affordable Units.

ARTICLE 3
MARKETING; INCOME CERTIFICATION; MONITORING AND REPORTING

3.1 Affirmative Marketing of Affordable Units. Applicant or its designee shall develop and follow a marketing plan that includes commitments to affirmatively market and rent or sell the Affordable Units to Eligible Households in accordance with the City’s Affordable Agenda Item #11.1.

83578.00103\42529058.8
7 Housing Local Preference Policy as adopted by Council Resolution No. 2010-76 , to the extent consistent with and permitted by state and federal law (the “Marketing Plan”). Not fewer than sixty (60) days before Applicant or its designee begins offering Affordable Units for rent or sale, Applicant or its designee shall submit the Marketing Plan to City for review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. The Marketing Plan shall address in detail how Applicant or its designee plans to market the Affordable Units to prospective Eligible Households in accordance with fair housing laws and this Agreement, Applicant’s or its designee’s selection criteria, and how Applicant or its designee plans to certify the eligibility of Eligible Households.

3.2 Occupant Income Certification. To the extent that Applicant opts to satisfy the requirements of Chapter 17.30.030 of the Ordinance pursuant to Section 2.1(a)(1), the Applicant or its designee will obtain, complete and maintain on file, within sixty (60) calendar days following the Effective Date and annually on each January 15th thereafter, a completed occupant income certification for each member of a household renting an Affordable Unit, as part of the report required by Section 3.3 of this Agreement. Applicant or its designee shall make a good faith effort to verify that the income statement provided by an applicant or Tenant and household size is accurate by taking two or more of the following steps as a part of the verification process:
(a) obtain a minimum of the three (3) most current pay stubs for all adults age eighteen (18) or older; (b) obtain an income tax return for the most recent tax year; (iii) conduct a credit agency or similar search; (c) obtain the three (3) most current savings and checking account bank statements; (d) obtain an income verification form from the applicant’s current employer; (e) obtain an income verification form from the Social Security Administration and/or the California Department of Social Services if the applicant receives assistance from either of such agencies; or (f) if the applicant is unemployed and has no such tax return, obtain another form of independent verification. Copies of Tenant income certifications shall be made available to the City or its designee upon request. If a Tenant of an Affordable Unit is a Section 8 certificate or voucher holder, Applicant or its designee shall rely on that certification as a substitute for the occupant income certification required herein.

3.3 Report to City.
(a) To the extent that Applicant opts to satisfy the requirements of Chapter

17.30.030 of the Ordinance pursuant to Section 2.1(a)(1), the Applicant or its designee shall provide City or its designee with all information reasonably requested by the City or its designee in connection with the rental of the Affordable Units. Applicant or its designee shall, on an annual basis, provide City or its designee with either hard copies or PDF copies of each of the following documents within 15 calendar days of receipt of the City’s or its designee’s request:
(1) insurance certificates evidencing adequate liability and property insurance for the Lot 52 Units;
(2) evidence of payment of property taxes or property tax exemption for the Lot 52 Units, as applicable;
(3) an occupancy report for the Affordable Units that includes: (i) the verified income of each Tenant household member, (ii) the number of Tenants in each Agenda Item #11.1.

83578.00103\42529058.8
8 household; (iii) the current rent charged and whether the rent include utilities, and (iv) the date tenancy commenced for each Affordable Unit;
(4) occupant income certifications for each member of a household renting an Affordable Unit at the time of initial occupancy and upon the yearly anniversary of their continuing tenancies. Such occupant income certifications shall include verified income statements. Applicant or its designee shall retain in the Tenant’s file all verifications of Tenant’s income (tax returns, W-2 forms, paycheck stubs, etc.);
(5) A signed copy of the Certificate of Continuing Program Compliance in the form attached hereto as Exhibit “C”; provided, however, that City reserves the right to make any updates or changes as City deems necessary or desirable; (6) A copy of the current form of lease agreement used for market rate units in the Lot 52 Units;
(7) A copy of the current form of lease agreement used for Affordable Units in the Lot 52 Units;
(8) A management report detailing the activities of the management agent; and
(9) A list of any substantial physical defects in the Affordable Units, including a description of any major repair or maintenance work undertaken or needed in the previous year and measures taken to maintain the Affordable Units in a safe and sanitary condition in accordance with applicable codes.
(b) Within fifteen (15) days after receipt of a written request, Applicant or its designee shall provide any other information or completed forms requested by the City or its designee to ensure compliance with this Agreement.
(c) Substitution of Monitoring and Compliance Reports Prepared for Other Financing Programs. If similar reports for the Affordable Units are required for regulatory compliance with other financing programs utilized for purposes of developing the Affordable Units, those reports may be deemed satisfactory for the purpose of this Section with respect to the portion of the requirements of this Section covered by such reports, provided that copies are provided on an annual basis to the City or its designee with an owner certification addressed to the City or its designee certifying that the Applicant has complied with this Agreement.

3.4 Certification and City Approval of Eligible Household for Purchase of Affordable Unit. To the extent that Applicant opts to satisfy the requirements of Chapter 17.30.030 of the Ordinance pursuant to Section 2.1(a)(2), Applicant or its designee shall promptly process applications and certify eligibility of applying households as Eligible Households for each Affordable Unit. Once Applicant or its designee has certified eligibility, it shall submit the application and supporting documentation to City or its designee. City or its designee shall thereafter promptly confirm or deny the applying household’s eligibility to Applicant or its designee in writing. After the City or its designee has confirmed the applying household’s eligibility, the Applicant’s (or its designee’s) sales agent or representative may initiate further Agenda Item #11.1.

83578.00103\42529058.8
9 contact with the applying household for the purpose of negotiating a purchase contract in accordance with the terms of this Agreement. If, within thirty (30) calendar days after the City or its designee has confirmed applying household’s eligibility, the Applicant or its designee and such applying household have not entered into a binding purchase contract to sell an Affordable Unit, the Applicant or its designee shall have the right (but not the obligation) to notify the City or its designee that the Applicant or its designee and the applying household are unable to come to terms for purchase and sale of the Affordable Unit, and the Applicant or its designee shall thereafter select a new qualified applicant.

3.5 Execution of Resale Restriction Agreement and City Deed of Trust. To the extent that Applicant opts to satisfy the requirements of Chapter 17.30.030 of the Ordinance pursuant to Section 2.1(a)(2), Applicant or its designee shall not sell an Affordable Unit unless and until the City or its designee has reviewed and approved the applicant as an Eligible Household for purchase of the Affordable Unit, in accordance with Section 3.4, above, and the Eligible Household has executed and submitted to the escrow officer handling the sale, in recordable form, the Resale Restriction Agreement and the City Deed of Trust in a form as required by the City. Applicant or its designee shall instruct the escrow officer to send conformed copies of the recorded Resale Restriction Agreement and the City Deed of Trust to the City Clerk upon receipt.

3.6 Enforcement of Resale Restriction Agreement. Applicant irrevocably stipulates and agrees that breach of the covenant set forth in Section 3.5 could result in damages to City which are either impracticable or extremely difficult to quantify. Accordingly, upon the breach of the covenant set forth in Sections 3.5 City may institute an action for injunctive relief attributable to such breach.

3.7 Additional Information. The Applicant or its designee shall provide any additional information reasonably requested by the City or its designee. The City or its designee shall have the right to examine and make copies of all records or other documents of the Applicant which pertain to the Affordable Units.

3.8 Records.
(a) The Applicant or its designee shall maintain complete, accurate and current records pertaining to the Affordable Units, and shall permit any duly authorized representative of the City to inspect such records, including but not limited to records pertaining to income and household size of Tenants of Affordable Units and rent charged to Tenants of the Affordable Units, upon reasonable prior notice during normal business hours. All Tenant lists, applications and waiting lists relating to the Affordable Units shall at all times be kept separate and identifiable from any other business of the Applicant and shall be maintained as required by the City, in a reasonable condition for proper audit and subject to examination during business hours by representatives of the City. The Applicant or its designee shall retain copies of all materials obtained or produced with respect to occupancy of the Affordable Units for a period of at least five (5) years.
(b) The City shall notify Applicant of any records it deems insufficient.

Applicant or its designee shall have fifteen (15) calendar days after the receipt of such a notice to Agenda Item #11.1.

83578.00103\42529058.8
10 correct any deficiency in the records specified by the City in such notice, or if a period longer than fifteen (15) days is reasonably necessary to correct the deficiency, then Applicant or its designee shall begin to correct the deficiency within fifteen (15) days and correct the deficiency within thirty (30) days, or as otherwise agreed by City if a longer time period is reasonably required.

3.9 Monitoring Fees. Section 17.30.030(J) of the Ordinance permits the City to charge an annual monitoring fee for each Affordable Unit. The annual monitoring fee charged under this Section 3.5 shall comply in all respects with Government Code Section 62123, and said fee shall be adopted in compliance with all applicable legal requirements.

3.10 On-Site Inspection. The City or its designee shall have the right to perform on-site inspections of the Development, including the Affordable Units, as is reasonably required to ensure compliance with the Agreement, but in any case at least once per year. The Applicant agrees to cooperate in such inspection(s). If City or its designee desires to inspect the interior of the Affordable Units, City or its designee shall give Applicant sufficient notice to allow Applicant to give seventy-two (72) hours’ notice to Occupants.

ARTICLE 4
OPERATION OF THE DEVELOPMENT;

PROPERTY MANAGEMENT AND MAINTENANCE

4.1 Residential Use. The Property shall be used only for residential purposes, and all units shall be operated and maintained as residences for the Term of this Agreement. No part of the Development shall be operated as transient housing in which the term of occupancy is less than thirty (30) days.

4.2 Taxes and Assessments. Applicant shall pay all real and personal property taxes, assessments and charges and all franchise, income, employment, old age benefit, withholding, sales, and other taxes assessed against it, or payable by it, at such times and in such manner as to prevent any penalty from accruing, or any lien or charge from attaching to the Property; provided, however, that Applicant shall have the right to contest in good faith any such taxes, assessments, or charges. In the event Applicant exercises its right to contest any tax, assessment, or charge against it, Applicant, on final determination of the proceeding or contest, shall immediately pay or discharge any decision or judgment rendered against it, together with all costs, charges and interest.

4.3 Management Responsibilities. The Applicant is responsible for all management functions with respect to the Development, including without limitation the selection of Occupants, certification and recertification of household size and income, evictions, collection of rents and deposits, maintenance, landscaping, routine and extraordinary repairs, replacement of capital items, and security. The City shall have no responsibility over management of the Development or the Units. Nothing herein shall be construed as prohibiting the Applicant from delegating the performance of management functions to a third-party designee.

4.4 Maintenance. Applicant or its designee shall ensure that throughout the Term, the Development, including the landscaping, is maintained in good condition and repair.

Agenda Item #11.1.

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11 ARTICLE 5
NO IMPAIRMENT OF LIEN; SUBORDINATION

5.1 No Impairment of Lien. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Agreement shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed of trust or other financing or security instrument; provided, however, that any successor in interest to the Development shall be bound by such covenants, conditions, restrictions, limitations and provisions contained within this Agreement, whether such successor’s title was acquired by foreclosure, deed in lieu of foreclosure, trustee’s sale or otherwise.

5.2 Subordination. Applicant’s covenants with respect to the use, maintenance, and operation of the Development set forth herein shall run with the land and be binding on Applicant and its successors and assigns for the period of time set forth herein. This Agreement shall have priority over the liens of all mortgages, deeds of trust and other liens (other than the lien for current, unpaid property taxes) and Applicant shall cause all such mortgagees, deed of trust beneficiaries and other lien holders to execute and deliver to City for recordation in the Official Records of Napa County, a subordination agreement, in a form reasonably acceptable to City, subordinating such mortgages, deeds of trust and other liens to this Agreement thereby ensuring the priority of this Agreement over all such mortgages, deeds of trust and other liens.

ARTICLE 6
NONDISCRIMINATION; FAIR HOUSING; NOTICE OF EXPIRATION OF TERM

6.1 Nondiscrimination.
(a) Applicant herein covenants by and for itself, its subcontractors, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, nor denial of the benefits of this Agreement to, any person or group of persons, on the basis of race, color, ancestry, national origin or ethnic group identification, religion or religious creed, gender or self-identified gender, sexual orientation, marital status, age, mental disability, physical disability or medical condition (including cancer, HIV and AIDS) or political affiliation or belief, nor any unlawful discrimination against any employee or applicant for employment because of race, color, ancestry, national origin or ethnic group identification, religion or religious creed, gender or self-identified gender, sexual orientation, marital status, age (over 40), mental disability, physical disability or medical condition (including cancer, HIV and AIDS), use of family care leave, or political affiliation or belief. Applicant shall ensure that the evaluation and treatment of employees and applicants for employment are free of such discrimination or harassment. In addition to the foregoing general obligations, Applicant shall comply with the provisions of the Fair Employment and Housing Act (Government Code section 12900, et seq.), the regulations promulgated thereunder (Title 2, California Code of Regulations, section 7285.0, et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (sections 11135-11139.5) and any state or local regulations adopted to implement any of the foregoing, as such statutes and regulations may be amended from time to time. To the extent this Agreement subcontracts to Applicant services or works required of City by the State of California pursuant to agreement between City and the State, the applicable regulations of the Fair Employment and Housing Commission Agenda Item #11.1.

83578.00103\42529058.8
12 implementing Government Code section 12990 (a) through (f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are expressly incorporated into this Agreement by reference and made a part hereof as if set forth in full, and Applicant and any of its subcontractors shall give written notice of their obligations thereunder to labor organizations with which they have collective bargaining or other agreements. (b) Applicant shall not restrict the rental, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, or any portion thereof, on the basis of race, color, religion, creed, sex, sexual orientation, disability, marital status, ancestry, or national origin of any person. Applicant covenants for itself and all persons claiming under or through it, and this Agreement is made and accepted upon and subject to the condition that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property or part thereof, nor shall Applicant or any person claiming under or through Applicant establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in, of, or for the Property or part thereof. Applicant shall include such provision in all deeds, leases, contracts and other instruments executed by Applicant, and shall enforce the same diligently and in good faith. (c) Notwithstanding paragraph (b), with respect to familial status, paragraph (b) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (b) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph b.
(d) The Applicant shall include the provisions contained in this Section in all contracts and subcontracts related to the Development.

6.2 Fair Housing. Applicant shall comply with state and federal fair housing laws in the marketing and sale or rental of the Units. Applicant shall accept as tenants, on the same basis as all other prospective tenants, persons who are recipients of federal certificates or vouchers for rent subsidies pursuant to the existing Section 8 program or any successor thereto.

ARTICLE 7

BINDING ON SUCCESSORS

7.1 Covenants to Run With the Land. The City and the Applicant hereby declare their express intent that the covenants and restrictions set forth in this Agreement shall run with the land, and shall be binding upon all successors in title to the Property.

ARTICLE 8

DEFAULT AND REMEDIES
Agenda Item #11.1.

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13 8.1 Indemnification
(a) To the full extent permitted by law, Applicant hereby covenants and agrees that it shall indemnify, defend with counsel and hold City and its elected and appointed officials, representatives, officers, agents and employees (collectively “Indemnitees”) harmless from and against (a) any and all claims, suits, actions, losses and liability of every kind, nature and description made against it arising from an act or omission of Applicant or any of its shareholders, partners, members, principals, officials, officers, employees, representatives, agents, contractors or subcontractors in connection with this Agreement; (b) any and all claims, suits, actions, losses and liability of every kind, nature and description made against it arising out of or related to the development, construction, marketing, leasing, sale, operation, use, occupancy, maintenance or ownership of the Development on the Property, including compliance with the laws, ordinances, rules and regulations of City pursuant to this Agreement, and any failure by Applicant to perform any obligation as and when required by this Agreement; and (c) all reasonable costs, attorney fees, expenses or liabilities incurred in connection with any such claim, suit, action, loss and liability of every kind, nature and description made against it or proceeding brought thereon; provided, however, that this provision shall not require Applicant to indemnify an Indemnitee from any claims, suits, actions, losses, costs, fees expenses or liabilities arising from the gross negligence or willful misconduct of said Indemnitees. In the event any action or proceeding is brought against an Indemnitee, with respect to which indemnity may be sought hereunder, Applicant, upon receipt of written notice from City, shall assume the investigation and defense thereof, including the employment of counsel and the payment of all expenses related thereto. Each Party shall notify the other Party immediately in writing of any claim, suit, action, loss, liability or damage related to activities performed under this Agreement.

The Parties shall cooperate with each other in the investigation and disposition of any claim, suit, action, loss, liability or damage arising out of the activities under this Agreement, provided that nothing shall require either Party to disclose any documents, records or communications that are protected under the attorney-client privilege or attorney work product privilege. (b) The provisions of this Section shall survive the expiration of the Term, and any release of part or all of the Property from the burdens of this Agreement.

8.2 Default and Remedies; Remedies Cumulative. An Event of Default shall arise hereunder if Applicant fails to perform any obligation under this Agreement, and fails to cure such default within thirty (30) days after the City has notified the Applicant in writing of the default or, if the default cannot be cured within thirty (30) days, has failed to commence to cure within thirty (30) days and thereafter diligently pursued such cure and completed such cure within sixty (60) days. Upon the occurrence of an Event of Default and its continuation beyond any applicable cure period, City may proceed with any of the following remedies:
(a) Bring an action for equitable relief seeking the specific performance of the terms and conditions of this Agreement, and/or enjoining, abating, or preventing any violation of such terms and conditions, and/or seeking declaratory relief; (b) For violations of obligations with respect to rents for Affordable Units, impose as liquidated damages a charge in an amount equal to the actual amount collected in excess of the Affordable Rent;
Agenda Item #11.1.

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14 (c) Bring an action for damages, or pursue any other remedy allowed at law or in equity. Each of the remedies provided herein is cumulative and not exclusive. The City may exercise from time to time any rights and remedies available to it under applicable law or in equity, in addition to, and not in lieu of, any rights and remedies expressly provided in this Agreement.

ARTICLE 9

MISCELLANEOUS

9.1 Attorneys’ Fees and Costs. In any action brought to enforce or interpret this Agreement, the prevailing party shall be entitled to all costs and expenses of suit, including reasonable attorneys’ fees. This Section shall be interpreted in accordance with California Civil Code Section 1717 and judicial decisions interpreting that statute.

9.2 Recording and Filing. The City and the Applicant shall cause this Agreement, and all amendments and supplements to it, to be recorded in the Official Records of the County of Napa.

9.3 Governing Law and Venue. This Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any clam or cause of action based upon, arising out of, or related to any representation or warranty made in, on, or in connection with this Agreement or as an inducement to enter into this Agreement) shall be governed by, and enforced in accordance with the internal laws of the State of California, including its statute of limitations. The parties agree that any controversy arising under or in relation to this Agreement shall be litigated exclusively in state or federal courts with jurisdiction in the County of Napa.

9.4 Headings; Construction. The titles of the sections and subsections of this Agreement are inserted for convenience of reference only and shall be disregarded in interpreting the provisions of this Agreement. The language of this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against either party.

9.5 No Implied Waiver. No waiver of the requirements of this Agreement shall occur unless expressly waived by the City in writing. No waiver will be implied from any delay or failure by the City to take action on any breach or Default of Applicant or to pursue any remedy permitted under this Agreement or applicable law. Any extension of time granted to Applicant to perform any obligation under this Agreement shall not operate as a waiver or release from any of its obligations under this Agreement. Consent by the City to any act or omission by Applicant shall not be construed to be consent to any other or subsequent act or omission or to waive the requirement for the City’s written consent to future waivers.

9.6 Amendments. This Agreement may be amended only by a written instrument executed by all of the parties hereto or their successors in title, and duly recorded in the real property records of the County of Napa.

Agenda Item #11.1.

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15 9.7 Entire Agreement. This Agreement, together with the Exhibits attached hereto, contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior oral or written agreements between the parties with respect thereto.

9.8 Notices. Except for any notice, demand or communication required under applicable law to be given in another matter, all notices, demands and communications to be sent pursuant to this Agreement shall be made in writing, and sent to the parties at their respective addresses specified below or to such other address as a party may designate by written notice delivered to the other parties in accordance with this Section. All notices demands or communications shall be shall be sent by personal delivery, by reputable overnight delivery service (which provides a delivery receipt), or by certified or registered mail, return receipt requested, postage prepaid.

City:

City of St. Helena
1088 College Avenue
St. Helena, CA 94574
Attention: City Manager
With a copy to:

Best Best & Krieger LLP
500 Capitol Mall, 25th Floor
Sacramento, CA 95814
Attn: St. Helena City Attorney
Applicant:

White Fang Properties LLC
P.O. Box 2357
Healdsburg, CA 95448
Attention: Ben Vanzutphen
With a copy to:

Holland & Knight LLP
560 Mission Street,19th Floor
San Francisco, CA
Attn: Daniel Golub, William Sterling, Letitia Moore, Tamsen Plume Any notice, demand or communication shall be deemed given, received, made or communicated on the date personal delivery is effected or, if mailed in the manner herein Agenda Item #11.1.

83578.00103\42529058.8
16 specified, on the delivery date or date delivery is refused by the addressee, as shown on the return receipt. Either party may change its address at any time by giving written notice of such change to City or Applicant as the case may be, in the manner provided herein, at least ten (10) days prior to the date such change is desired to be effective.

9.9 Severability. If any provision of this Agreement is held by court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining portions of this Agreement shall not in any way be affected or impaired thereby.

9.10 Action by City. Except as may be otherwise specifically provided herein, whenever any approval, notice, direction or consent by City is required or permitted under this Agreement, such action shall be in writing, and such action may be given, or made or taken by the City Manager or by any person who shall have been designated by the City Manager, without further approval by the City Council, unless the City Manager determines in his or her discretion that such approval is required.

9.11 Counterparts. This Agreement may be executed in multiple counterparts, each of which is deemed to be an original, and all of which taken together shall constitute one and the same instrument.

9.12 State and Federal Law. This Agreement shall not preclude the applicability to the Project of changes in laws, regulations, plans or policies, to the extent that such changes are specifically mandated and required by changes in State or Federal laws or by changes in laws, regulations, plans or policies of special districts or other governmental entities, other than the City, created or operating pursuant to the laws of the State of California (“Changes in Law”).

The Parties understand that the foregoing sentence is generally declaratory of existing law. In the event that Changes in Law prevent or preclude compliance with one or more provisions of this Agreement, the City and the Applicant shall meet and confer in good faith in order to determine whether such provisions of this Agreement shall be modified or suspended, or performance thereof delayed, as may be necessary to comply with Changes in Law, and the City and the Applicant shall agree to such action as may be reasonably required. This Agreement shall remain in full force and effect unless and until amended in accordance with this Section, and, in any event, this Agreement shall remain in full force and effect to the extent that this Agreement is not inconsistent with such laws and regulations. Nothing in this Agreement shall preclude the City or the Applicant from contesting by any available means the applicability of such Changes in Law to the Project or the Agreement.
[Signatures on following page.]
[Remainder of page intentionally blank.]
Agenda Item #11.1.

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17 IN WITNESS WHEREOF, City and Applicant have executed this Agreement as of the date first written above.

CITY:

CITY OF ST. HELENA, a municipal corporation
By: Anil Comelo
Its: City Manager
ATTEST:

By:

Its:

APPROVED AS TO FORM:

By: Ethan Walsh
Its: City Attorney

APPLICANT
By:

By:

Its
Agenda Item #11.1.

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18 ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which
this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document.

State of California )
) ss
County of _________ )
On , before me, ,
(Name of Notary)
notary public, personally appeared ____________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
(Notary Signature)
Agenda Item #11.1.

83578.00103\42529058.8
19 ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which
this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document.

State of California )
) ss
County of _________ )
On , before me, ,
(Name of Notary)
notary public, personally appeared ____________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
(Notary Signature)
Agenda Item #11.1.

83578.00103\42529058.8
20 EXHIBIT “A”

LEGAL DESCRIPTION OF SUBJECT PROPERTY
Portions of that certain real property situated in the City of St. Helena, County of Napa, State of California being a portion of Parcel One described in the Grant Deed to the City of St. Helena recorded March 15, 2005 at Document No. 20005-0009620 Official Records Napa County and a portion of the lands described in the Grant Deed to Dennis R. Hunter recorded December 7, 2001, at Document No. 2001-0043130 Official Records Napa County, said portions being more particularly described as follows:

Commencing at the southwestern corner of the above reference lands to Dennis R. Hunter; thence along the southwestern line of said lands S 60° 50' 08" E, 50.00 feet to the True Point of Beginning; thence leaving last said line N 29° 14' 27" E, 851.74 feet; thence N 47° 03' 45" E, 107.96 feet; thence S 60° 46' 20" E, 22.90 feet; thence N 32° 22' 33" E, 450.36 feet; thence N 60° 54' 21" W, 10.02 feet; thence N 32° 22' 33" E, 177.79 feet; thence N 50° 49' 49" E, 264.81 feet to the general southwestern line of the above referenced Parcel One to the City of St.

Helena; thence along said general southwestern line S 71° 07' 20" E, 2.96 feet; thence leaving last said line N 41° 18' 58" E, 254.98 feet; thence N 49° 42' 50" E, 48.52 feet; thence N 60° 38' 24" E, 44.19 feet; thence S 29° 32' 38" E, 64.19 feet; thence S 84° 21' 35" E, 142.68 feet: thence S 78° 16' 37" E, 64.79 feet; thence S 70° 20' 25" E, 86.57 feet; thence S 47° 50' 36" E,·68.79 feet; thence S 62° 05' 04" E, 77.73 feet to the southeastern line of said Parcel One to the City of St Helena; thence along last said line S 28° 56' 09" W, 279.88 feet to the northeastern corner of said lands to Dennis R. Hunter; thence along the general southeastern and southwestern line of said lands to Dennis R. Hunter N 60° 46' 20" W, 234.63 feet; thence S 29° 13' 40" W, 1258.77 feet; thence N 60° 51' 11" W, 449.33 feet; thence S 29° 36' 59" W, 665.66 feet; thence N 60° 50’ 08" W, 64.96 feet to the True Point of Beginning.

APN: 009-030-057
Agenda Item #11.1.

83578.00103\42529058.8
21 EXHIBIT “B”

AFFORDABLE HOUSING COMPONENT DESCRIPTION
The Hunter Subdivision Project will meet its affordability requirement through the following:
• If the Applicant opts to meet its rental affordability requirements by complying with Chapter 17.30.030(F) of the Ordinance, the affordable units will be provided as follows:
o 9 units will be reserved for the Very Low income category. o 4 units will be reserved for the Low income category. o 2 units will be reserved for the Moderate income category. • If the Applicant opts to meet its owner occupied (for sale) affordability requirements by complying with Chapter 17.30.030(G) of the Ordinance, the affordable units will be provided as follows:
o 7 units will be reserved for households whose gross income upon initial occupancy does not exceed one-hundred percent of Area Median Income as adjusted for Actual Household Size.
o 8 units will be reserved for the Moderate income category. • Percentage of Affordability: 15 income restricted units, combined with in-lieu payment pursuant to Chapter 17.030.030(A) of the Ordinance, results in an over-all project affordability rate of 20%.
• Affordability Agreement: If the Applicant provides rental affordable units, the affordable units will be restricted through an Affordability Agreement with the City of St. Helena that is recorded against the Lot 52 Units in the Official Records of Napa County. If the Applicant provides owner occupied (for sale) affordable units, a resale restriction agreement and deed of trust shall be executed by the buyer of each affordable unit, and recorded against such unit in the Official Records of Napa County. • Construction phasing: No Certificate of Occupancy for the market rate units will be issued until the Certificate of Occupancy is issued for a comparable share of the affordable units, relative to the Project as a whole. For example, upon the issuance of a Certificate of Occupancy for 20% of the Project’s total affordable units, the City may issue a Certificate of Occupancy for 20% of the Project’s total market rate units.

Agenda Item #11.1.

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22 EXHIBIT “C”

CERTIFICATE OF CONTINUING PROGRAM COMPLIANCE

CERTIFICATE OF CONTINUING PROGRAM COMPLIANCE
Name of Development: _____________________________________ Address: _____________________________________
Period Ending: _____________________________________
The undersigned does hereby certify that during the preceding year either:

1. The above named development was continually in compliance with the Inclusionary Housing Covenants, Conditions and Restrictions to Insure Affordable Housing and _______ of the units in the development were occupied by Very-low, Low, and Moderate-Income Tenants, as defined in the Term of Regulatory Agreement:

The undersigned does hereby further certify that the representations set forth herein are true and correct to the best of the undersigned’s knowledge and belief (am aware of the) a default in the following defaults and corrective measures are being taken by the owner to remedy such default:

Agenda Item #11.1.

83578.00103\42529058.8
23 Attached hereto is Project Compliance Report listing the apartment numbers of each unit and indication which units are occupied by very low or low income tenants, the location within the Development of such units, the rents charged for the units occupied by very low, low or moderate income tenants who commenced or terminated occupancy of units during the preceding year.
_____________________
Signature Owner/Agent Date
Agenda Item #11.1.

CITY OF ST. HELENA
RESOLUTION NO. 2025-__
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ST. HELENA APPROVING

THE FINAL MAP FOR THE HUNTER SUBDIVISION, THE POST-CONSTRUCTION

STORM WATER MANAGEMENT AND MAINTENANCE AGREEMENT AND THE SUBDIVISION IMPROVEMENT AGREEMENT FOR THE HUNTER SUBDIVISION;

AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENTS AND

DIRECTING THE CITY CLERK TO RECORD THE FINAL MAP AND RELATED

AGREEMENTS IN THE OFFICIAL RECORDS OF NAPA COUNTY

RECITALS
A. The White Fang Properties, LLC requests adoption of a final subdivision map for the subdivision of a 16.9-acre parcel into 51 parcels for single family homes; one 3.13- acre parcel for multi-family homes and two parcels for landscaping and an onsite water well on a property located at the eastern terminus of Adams Street in the Medium Density Residential (MR) zoning district (the “Hunter Subdivision”); and B. On February 7, 2023, the Planning Commission recommended approval of the Tentative Subdivision Map; and
C. On June 26, 2023, the City Council adopted Resolution 2023-068 Certifying the Environmental Impact Report (State Clearinghouse # 2018032014) for the Hunter Subdivision Project; Adopting Findings Pursuant to the California Environmental Quality Act; Adopting A Statement Of Overriding Considerations; and Adopting a Mitigation Monitoring and Reporting Program; and
D. On June 26, 2023, the City Council adopted Resolution 2023-069 approving the Hunter Tentative Subdivision Map; and
E. The Director of Public Works, in his capacity as City Engineer, has reviewed the Final Map for the Hunter Subdivision and found it to be in substantial conformance of the California Subdivision Map Act and the City of St. Helena Municipal Code; and F. The Director of Public Works has reviewed the Hunter Subdivision Improvement Plan and found it to be in substantial conformance with City Standards and the project’s conditions of approval; and
G. The City Attorney has reviewed the Affordable Housing Agreement, the Subdivision Improvement Agreement, the Post-Construction Storm Water Management and Maintenance Agreement, and the Declaration of Restrictions and found them to be in conformance with the Conditions of Approval and applicable law.

RESOLUTION
Agenda Item #11.1.

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

1. The City Council hereby finds based on the determination of the Public Works Director in his capacity as City Engineer that the Final Subdivision Map for the Hunter Subdivision (Exhibit A)substantially complies with the previously approved Tentative Subdivision Map, including the conditions of approval thereto, the California Subdivision Map Act (Government Code Sec. 66410-66499.41) and the City’s Subdivision Ordinance (St.

Helena Municipal Code, Title 16); and

2. The Final Parcel Map for the Hunter Subdivision (Exhibit A) is hereby approved; and

3. The Subdivision Improvement Agreement for the Hunter Subdivision (Exhibit B) is hereby approved and the City Manager is authorized to execute said Agreement on behalf of the City; and

4. The Post-Construction Storm Water Management and Maintenance Agreement (Exhibit C) is hereby approved and the City Manager is authorized to execute said Agreement on behalf of the City; and

5. The Acting City Clerk is directed to transmit the Final Map and enumerated agreements to the County Recorder of the County of Napa for recording, and the City Manager and Acting City Clerk are hereby authorized and directed to execute such additional documents and take such actions as are necessary or convenient to carry out the direction of the Council as set forth herein.

Approved at a Regular Meeting of the St. Helena City Council on August 26, 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 #11.1.