St. Helena City Council
July 28, 2026

CITY OF ST. HELENA
RESOLUTION NO. 2026-__
Resolution Authorizing (1) a Temporary Closure of Tainter Street Between Kearney Street and Oak Avenue on Sunday, August 23, 2026, from 6:00 A.M. to 8:00 P.M.; and (2) Authorizing Possession of Open Alcoholic Beverages and the Operation of Mobile Food Vendors on this Public Street for the Guelaguetza St. Helena 2026 Event Scheduled for Sunday, August 23, 2026, from Approximately 11:00 A.M. to 7:00 P.M.

RECITALS
A. Ballet Folklorico "El Valle" de St. Helena is a 501(c) (3) nonprofit community organization that is dedicated to preserving and promoting the rich traditions of Mexican Folklore through dance; and
B. Ballet Folklorico “El Valle” de St. Helena is hosting Guelaguetza St. Helena 2026, a cultural festival honoring the traditions of Oaxaca and the broader Mexican heritage which is a free event open to the public; and
C. The closure of Tainter Street between Kearney Street and Oak Avenue is required for this event for the placement of mobile food and alcohol vendors and the safe passage of event attendees; and
D. St. Helena Municipal Code Section 9.04.010 authorizes the Council, by permit, to allow possession of open alcoholic beverages on public streets or any private or public off-street parking lot; and
E. Section 21101(e) of the California Vehicle Code provides the local authorities may, by resolutions, temporarily close a portion of any street for celebrations, parades, local special events, and other purposes when, in the opinion of local authorities having jurisdiction or a public office or employee that the local authority designated by resolution, the closing is necessary for the safety and protection of persons who are to use that portion of the street during the temporary closing.

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

1. The City Council finds that the benefits derived from the temporary closing of the City street for the Guelaguetza St. Helena 2026 event outweigh the anticipated inconvenience to the neighborhood and citizens, and authorize closure of
• Tainter Street between Kearney Street and Oak Avenue on Sunday, August 23, 2026, from 6:00a.m. to 8:00p.m.

2. Mobile food vendors are permitted to park and operate on the closed portion of Tainer Street during the event.

3. The possession of open containers of alcohol is permitted on the closed portion of Tainter Street during the event.

4. Temporarily closing a portion of the subject street is necessary for the safety and protection of persons who are to use that portion of the street during the temporary closing.

5. The City Manager is directed to provide reasonable levels of City staff support to accomplish the closure of the street and related activities.

Approved at a Regular Meeting of the St. Helena City Council on July 28, 2026, by the following vote:

Mayor Dohring:

Vice Mayor Deasy:

Council Member Barak:

Council Member Spadarotto:

Council Member Diaz:

APPROVED: ATTEST:
________________________ ________________________
Paul Jamison Dohring, Mayor Andrew Bradley, City Clerk

Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Public Works Department
DATE: July 28, 2026
FROM: Mario Traverso, Project Manager
SUBJECT: Authorizing the City Manager to execute a construction contract with Ron's Quality Construction in the amount of $114,020 for the installation of the manufactured house at the water treatment plant and Authorizing the Director of Public Works to approve change orders up to $28,407.

RECOMMENDED
ACTION:

Approve the Resolution

PREVIOUS COUNCIL
ACTION:

Approval of Resolution 2026-039 on April 14, 2026 which authorized the purchase of a manufactured and amended the project budget.

STATEMENT OF THE
PURPOSE:

The purpose of this action is to authorize the City Manager to enter into a construction contract with Ron's Quality Construction for the installation of the manufactured home at the water treatment plant.

FINANCIAL IMPACT: None
CEQA DETERMINATION: Not a CEQA Project (CEQA Guidelines §15378) BACKGROUND:

The W26-03 Water Treatment Plan Modular House capital improvement project was created on December 9, 2025, to replace the staff housing at the water treatment plant.

On April 14, 2026, a new business item was brought before City Council to authorize the purchase of a manufactured home from Clayton Homes in Santa Rosa and revise the project budget which authorized $129,479 for the costs associated with turn-key installation of the manufactured home.

DISCUSSION:

Since the April 14, 2026 City Council meeting, staff has continued to solicit and negotiate with contractors for the installation of the manufactured home. Negotiations with various contractors

have been complicated due to budget and schedule constraints. Generally, the City received three proposals from qualified contractors for installation according to the City's informal bidding procedure for construction projects under $200,000. Ultimately, staff is requesting authorization to contract with Ron's Quality Construction of Redwood Valley, California. Ron's Quality Construction has provided the lowest cost proposal, which totals $114,020, which is within the approved budget and is committed to performing the work by the City's desired deadline of August 31, 2026. Staff is requesting the remaining approved budget of $28,407 be approved as the project contingency, to be made available for unforeseen expenses or additions to the project.

Bids Received:

Ron's Quality Constrruciton : $114,020
F.B.I. Construction : $138,925
Global Impact Construction: $139,250
Ron's Quality Construction holds contractors license number 530632 which is a Class B license with C-47 endorsement which qualifies Ron's Quality Construction to perform the work.

The project is exempt from County and City ordinance per California Government Code §53091, and is exempt from CEQA per Class 1 and Class 3 categorical exemptions.

ENVIRONMENTAL REVIEW:

None
GOAL:

Goal 6: Improve Employee Recruitment, Retention, & Morale Goal 8: Implement Capital Improvement Plans (CIP) Projects Miscellaneous/Other ATTACHMENTS:

1. Resolution Awarding Contract WTP Mod Install v1

2. W26-03 Proposal

3. 2024 Short Form Construction Contract Template

CITY OF ST. HELENA
RESOLUTION NO. 2026-__

RESOLUTION AWARDING THE CONSTRUCTION CONTRACT FOR
W26-03 WTP MODULAR HOUSING PROJECT TO RON’S QUALITY
CONSTRUCTION IN THE AMOUNT OF $114,020, AUTHORIZING
RELATED ACTIONS.

RECITALS
A. On April 14, 2026, the City Council adopted Resolution 2026-039, approving the W26-03 Project budget; and
B. Staff received three proposals for the installation of the manufactured home at the Water Treatment Plant; and
C. The proposal submitted by Ron’s Quality Construction is the low bid, and satisfies the City’s desired schedule; and
D. Ron’s Quality Construction possess the necessary licenses and certifications required to perform the work and their proposal has been determined to be responsive and complete; and
E. The project is categorically exempt from the California Environmental Quality Act (CEQA) pursuant to Class 1 and Class 3 exemptions.

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

1. Awards the construction contract for the W26-03 Project to Ron’s Quality Construction in an amount not-to-exceed $114,020; and

2. Authorizes the City Manager to execute the construction contract with Ron’s Quality Construction; and

3. Authorizes the Director of Public Works to approve construction change orders not to exceed $28,407; and

4. Funding is as follows:

Description Fund GL Account Amount
W26-03
Construction Contract
561-Water Rate
Revenues 763-50-30-31-60 $114,020
W26-03
Contingency
561-Water Rate
Revenues 763-50-30-31-70 $28,407
Approved at a Regular Meeting of the St. Helena City Council on July 28, 2026, by the following vote:

Mayor Dohring:

Vice Mayor Deasy:

Council Member Barak:

Council Member Spadarotto:

Council Member Diaz:

APPROVED: ATTEST:
________________________ ________________________
Paul Jamison Dohring, Mayor Andrew Bradley, City Clerk

2024 Construction Contract – Short Form 1
CITY OF ST. HELENA

CONSTRUCTION CONTRACT
W26-03 WATER TREATMENT PLANT MODULAR HOME PROJECT

1. PARTIES AND DATE.

This Contract is made and entered into this ______ day of __________, 2026 by and between the City of St. Helena, a public agency of the State of California (“City”) and Ron’s Quality Construction Inc., a Corporation with its principal place of business at 1880 Oak Grove Dr, Redwood Valley, CA 95470 (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Contract.

2. RECITALS.

2.1 City. City is a public agency organized under the laws of the State of California, with power to contract for services necessary to achieve its purpose.

2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of certain construction services required by the City on the terms and conditions set forth in this Contract. Contractor represents that it is duly licensed and experienced in providing installation of a prefabricated home that it and its employees or subcontractors have all necessary licenses and permits to perform the services in the State of California, and that it is familiar with the plans of City. The following license classifications are required for this Project: C-47.

2.3 Project. City desires to engage Contractor to render such services for the W26-03 Water Treatment Plant Modular Home Project (“Project”) as set forth in this Contract.

2.4 Project Documents & Certifications. Contractor has obtained, and delivers concurrently herewith, a performance bond, a payment bond, and all insurance documentation, as required by the Contract.

3. TERMS

3.1 Incorporation of Documents. This Contract includes and hereby incorporates in full by reference the following documents, including all exhibits, drawings, specifications and documents therein, and attachments and addenda thereto:
• Services/Schedule (Exhibit “A”)
• Plans and Specifications (Exhibit “B”)
• Special Conditions (Exhibit “C”)
• Contractor’s Certificate Regarding Workers’ Compensation (Exhibit “D”) • Public Works Contractor Registration Certification (Exhibit “E”) • Payment Bond (Exhibit “F”)
• Fleet Compliance Certification. (Exhibit “G”)
• Addenda
• Change Orders executed by the City

3.2 Contractor’s Basic Obligation; Scope of Work. Contractor promises and agrees, at its own cost and expense, to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately complete the Project,

2024 Construction Contract – Short Form 2
including all structures and facilities necessary for the Project or described in the Contract (hereinafter sometimes referred to as the “Work”), for a Total Contract Price as specified pursuant to this Contract. All Work shall be subject to, and performed in accordance with the above referenced documents, as well as the exhibits attached hereto and incorporated herein by reference. The plans and specifications for the Work are further described in Exhibit “B” attached hereto and incorporated herein by this reference. Special Conditions, if any, relating to the Work are described in Exhibit “C” attached hereto and incorporated herein by this reference.

3.2.1 Change in Scope of Work. Any change in the scope of the Work, method of performance, nature of materials or price thereof, or any other matter materially affecting the performance or nature of the Work shall not be paid for or accepted unless such change, addition or deletion is approved in writing by a valid change order executed by the City. Should Contractor request a change order due to unforeseen circumstances affecting the performance of the Work, such request shall be made within five (5) business days of the date such circumstances are discovered or shall waive its right to request a change order due to such circumstances. If the Parties cannot agree on any change in price required by such change in the Work, the City may direct the Contractor to proceed with the performance of the change on a time and materials basis.

3.2.2 Substitutions/“Or Equal”. Pursuant to Public Contract Code Section 3400(b), the City may make a finding that designates certain products, things, or services by specific brand or trade name. Unless specifically designated in this Contract, whenever any material, process, or article is indicated or specified by grade, patent, or proprietary name or by name of manufacturer, such Specifications shall be deemed to be used for the purpose of facilitating the description of the material, process or article desired and shall be deemed to be followed by the words “or equal.”
Contractor may, unless otherwise stated, offer for substitution any material, process or article which shall be substantially equal or better in every respect to that so indicated or specified in this Contract. However, the City may have adopted certain uniform standards for certain materials, processes and articles. Contractor shall submit requests, together with substantiating data, for substitution of any “or equal” material, process or article no later than thirty-five (35) days after award of the Contract. To facilitate the construction schedule and sequencing, some requests may need to be submitted before thirty-five (35) days after award of Contract. Provisions regarding submission of “or equal” requests shall not in any way authorize an extension of time for performance of this Contract. If a proposed “or equal” substitution request is rejected, Contractor shall be responsible for providing the specified material, process or article.

The burden of proof as to the equality of any material, process or article shall rest with Contractor.

The City has the complete and sole discretion to determine if a material, process or article is an “or equal” material, process or article that may be substituted. Data required to substantiate requests for substitutions of an “or equal” material, process or article data shall include a signed affidavit from Contractor stating that, and describing how, the substituted “or equal” material, process or article is equivalent to that specified in every way except as listed on the affidavit. Substantiating data shall include any and all illustrations, specifications, and other relevant data including catalog information which describes the requested substituted “or equal” material, process or article, and substantiates that it is an “or equal” to the material, process or article. The substantiating data must also include information regarding the durability and lifecycle cost of the requested substituted “or equal” material, process or article. Failure to submit all the required substantiating data, including the signed affidavit, to the City in a timely fashion will result in the rejection of the proposed substitution.

2024 Construction Contract – Short Form 3
Contractor shall bear all of the City’s costs associated with the review of substitution requests. Contractor shall be responsible for all costs related to a substituted “or equal” material, process or article. Contractor is directed to the Special Conditions (if any) to review any findings made pursuant to Public Contract Code section 3400.

3.3 Period of Performance.

3.3.1 Contract Time. Contractor shall perform and complete all Work under this Contract within 60 working days, beginning the effective date of the Notice to Proceed (“Contract Time”). Contractor shall perform its Work in strict accordance with any completion schedule, construction schedule or project milestones developed by the City. Such schedules or milestones may be included as part of Exhibits “A” or “B” attached hereto, or may be provided separately in writing to Contractor. Contractor agrees that if such Work is not completed within the aforementioned Contract Time and/or pursuant to any such completion schedule, construction schedule or project milestones developed pursuant to provisions of the Contract, it is understood, acknowledged and agreed that the City will suffer damage.

3.3.2 Force Majeure. Neither City nor Contractor shall be considered in default of this Contract for delays in performance caused by circumstances beyond the reasonable control of the non-performing party. For purposes of this Contract, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; pandemics or epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint. Should such circumstances occur, the nonperforming party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Contract. Contractor’s exclusive remedy in the event of delay covered under this section shall be a non-compensable extension of the Contract Time.

3.3.3 Liquidated Damages. Pursuant to Government Code Section 53069.85, Contractor shall pay to the City as fixed and liquidated damages the sum of Five Hundred ($500) per day for each and every calendar day of delay beyond the Contract Time or beyond any completion schedule, construction schedule or Project milestones established pursuant to the Contract.

3.4 Standard of Performance; Performance of Employees. Contractor shall perform all Work under this Contract in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Work. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Work assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Work, including any required business license, and that such licenses and approvals shall be maintained throughout the term of this Contract. As provided for in the indemnification provisions of this Contract, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any work necessary to correct errors or omissions which are caused by Contractor’s failure to comply with the standard of care provided for herein. Any employee who is determined by the City to be uncooperative, incompetent, a threat to the safety of persons or the Work, or any employee who fails or refuses to perform the Work in a manner acceptable to the City, shall be promptly removed from the Project by Contractor and shall not be re-employed on the Work.

2024 Construction Contract – Short Form 4

3.5 Control and Payment of Subordinates; Contractual Relationship. City retains Contractor on an independent contractor basis and Contractor is not an employee of City. Any additional personnel performing the work governed by this Contract on behalf of Contractor shall at all times be under Contractor’s exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Contract and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance.

3.6 City’s Basic Obligation. City agrees to engage and does hereby engage Contractor as an independent contractor to furnish all materials and to perform all Work according to the terms and conditions herein contained for the sum set forth above. Except as otherwise provided in the Contract, the City shall pay to Contractor, as full consideration for the satisfactory performance by Contractor of the services and obligations required by this Contract, the belowreferenced compensation in accordance with compensation provisions set forth in the Contract.

3.7 Compensation and Payment.

3.7.1 Amount of Compensation. As consideration for performance of the Work required herein, City agrees to pay Contractor the Total Contract Price of $114,020 (“Total Contract Price”) provided that such amount shall be subject to adjustment pursuant to the applicable terms of this Contract or written change orders approved and signed in advance by the City.

3.7.2 Payment of Compensation. If the Work is scheduled for completion in thirty (30) or less calendar days, City will arrange for payment of the Total Contract Price upon completion and approval by City of the Work. If the Work is scheduled for completion in more than thirty (30) calendar days, City will pay Contractor on a monthly basis as provided for herein.

On or before the fifth (5th) day of each month, Contractor shall submit to the City an itemized application for payment in the format supplied by the City indicating the amount of Work completed since commencement of the Work or since the last progress payment. These applications shall be supported by evidence which is required by this Contract and such other documentation as the City may require. The Contractor shall certify that the Work for which payment is requested has been done and that the materials listed are stored where indicated. Contractor may be required to furnish a detailed schedule of values upon request of the City and in such detail and form as the City shall request, showing the quantities, unit prices, overhead, profit, and all other expenses involved in order to provide a basis for determining the amount of progress payments.

3.7.3 Prompt Payment. City shall review and pay all progress payment requests in accordance with the provisions set forth in Section 20104.50 of the California Public Contract Code. However, no progress payments will be made for Work not completed in accordance with this Contract. Contractor shall comply with all applicable laws, rules and regulations relating to the proper payment of its employees, subcontractors, suppliers or others.

3.7.4 Contract Retentions. From each approved progress estimate, five percent (5%) will be deducted and retained by the City, and the remainder will be paid to Contractor. All Contract retention shall be released and paid to Contractor and subcontractors pursuant to California Public Contract Code Section 7107.

3.7.5 Other Retentions. In addition to Contract retentions, the City may deduct from each progress payment an amount necessary to protect City from loss because of: (1) liquidated damages which have accrued as of the date of the application for payment; (2) any sums expended by the City in performing any of Contractor’s obligations under the Contract which

2024 Construction Contract – Short Form 5
Contractor has failed to perform or has performed inadequately; (3) defective Work not remedied; (4) stop notices as allowed by state law; (5) reasonable doubt that the Work can be completed for the unpaid balance of the Total Contract Price or within the scheduled completion date; (6) unsatisfactory prosecution of the Work by Contractor; (7) unauthorized deviations from the Contract; (8) failure of Contractor to maintain or submit on a timely basis proper and sufficient documentation as required by the Contract or by City during the prosecution of the Work; (9) erroneous or false estimates by Contractor of the value of the Work performed; (10) any sums representing expenses, losses, or damages as determined by the City, incurred by the City for which Contractor is liable under the Contract; and (11) any other sums which the City is entitled to recover from Contractor under the terms of the Contract or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the City to deduct any of these sums from a progress payment shall not constitute a waiver of the City’s right to such sums.

3.7.6 Substitutions for Contract Retentions. In accordance with California Public Contract Code Section 22300, the City will permit the substitution of securities for any monies withheld by the City to ensure performance under the Contract. At the request and expense of Contractor, securities equivalent to the amount withheld shall be deposited with the City, or with a state or federally chartered bank in California as the escrow agent, and thereafter the City shall then pay such monies to Contractor as they come due. Upon satisfactory completion of the Contract, the securities shall be returned to Contractor. For purposes of this Section and Section 22300 of the Public Contract Code, the term “satisfactory completion of the contract” shall mean the time the City has issued written final acceptance of the Work and filed a Notice of Completion as required by law and provisions of this Contract. Contractor shall be the beneficial owner of any securities substituted for monies withheld and shall receive any interest thereon. The escrow agreement used for the purposes of this Section shall be in the form provided by the City.

3.7.7 Title to Work. As security for partial, progress, or other payments, title to Work for which such payments are made shall pass to the City at the time of payment. To the extent that title has not previously been vested in the City by reason of payments, full title shall pass to the City at delivery of the Work at the destination and time specified in this Contract. Such transferred title shall in each case be good, free and clear from any and all security interests, liens, or other encumbrances. Contractor promises and agrees that it will not pledge, hypothecate, or otherwise encumber the items in any manner that would result in any lien, security interest, charge, or claim upon or against said items. Such transfer of title shall not imply acceptance by the City, nor relieve Contractor from the responsibility to strictly comply with the Contract, and shall not relieve Contractor of responsibility for any loss of or damage to items.

3.7.8 Labor and Material Releases. Contractor shall furnish City with labor and material releases from all subcontractors performing work on, or furnishing materials for, the Work governed by this Contract prior to final payment by City.

3.7.9 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720 et seq., and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. Since the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Contract upon request. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at Contractor’s

2024 Construction Contract – Short Form 6
principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. Contractor and any subcontractor shall forfeit a penalty of up to $200 per calendar day or portion thereof for each worker paid less than the prevailing wage rates.

3.7.10 Apprenticeable Crafts. When Contractor employs workmen in an apprenticeable craft or trade, Contractor shall comply with the provisions of Section 1777.5 of the California Labor Code with respect to the employment of properly registered apprentices upon public works. The primary responsibility for compliance with said section for all apprenticeable occupations shall be with Contractor. The Contractor or any subcontractor that is determined by the Labor Commissioner to have knowingly violated Section 1777.5 shall forfeit as a civil penalty an amount not exceeding $100 for each full calendar day of noncompliance, or such greater amount as provided by law.

3.7.11 Hours of Work. Contractor is advised that eight (8) hours labor constitutes a legal day’s work. Pursuant to Section 1813 of the California Labor Code, Contractor shall forfeit a penalty of $25.00 per worker for each day that each worker is permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week, except when payment for overtime is made at not less than one and one-half (1-1/2) times the basic rate for that worker.

3.7.12 Payroll Records. Contractor and each subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work. The payroll records shall be certified and shall be available for inspection at all reasonable hours at the principal office of Contractor in the manner provided in Labor Code section 1776. In the event of noncompliance with the requirements of this section, Contractor shall have 10 days in which to comply subsequent to receipt of written notice specifying in what respects such Contractor must comply with this section. Should noncompliance still be evident after such 10-day period, Contractor shall, as a penalty to City, forfeit not more than $100.00 for each calendar day or portion thereof, for each worker, until strict compliance is effectuated. The amount of the forfeiture is to be determined by the Labor Commissioner. A contractor who is found to have violated the provisions of law regarding wages on Public Works with the intent to defraud shall be ineligible to bid on Public Works contracts for a period of one to three years as determined by the Labor Commissioner. Upon the request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement, such penalties shall be withheld from progress payments then due. The responsibility for compliance with this section is on Contractor.

The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

3.7.13 Contractor and Subcontractor Registration. Pursuant to Labor Code sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations. No bid will be accepted nor any contract entered into without proof of the contractor’s and subcontractors’ current registration with the Department of Industrial Relations to perform public work. Contractor is directed to review, fill out and execute the Public Works Contractor Registration Certification attached hereto as Exhibit “E” prior to contract execution. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works

2024 Construction Contract – Short Form 7
project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.

3.7.14 Labor Compliance; Stop Orders. This Project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be the Contractor’s sole responsibility to evaluate and pay the cost of complying with all labor compliance requirements under this Contract and applicable law. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor’s performance of Work, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay subject to any applicable liquidated damages and shall not be compensable by the City.

Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.

3.8 Performance of Work; Jobsite Obligations.

3.8.1 Water Quality Management and Compliance.

3.8.1.1 Water Quality Management and Compliance. Contractor shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Work including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); local ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State.

3.8.1.2 Compliance with the Statewide Construction General Permit. Contractor shall comply with all conditions of the most recent iteration of the National Pollutant Discharge Elimination System General Permit for Storm Water Discharges Associated with Construction Activity, issued by the California State Water Resources Control Board (“Permit”). It shall be Contractor’s sole responsibility to file a Notice of Intent and procure coverage under the Permit for all construction activity which results in the disturbance of more than one acre of total land area or which is part of a larger common area of development or sale. Prior to initiating work, Contractor shall be solely responsible for preparing and implementing a Storm Water Pollution Prevention Plan (SWPPP) as required by the Permit. Contractor shall be responsible for procuring, implementing and complying with the provisions of the Permit and the SWPPP, including the standard provisions, and monitoring and reporting requirements as required by the Permit. The Permit requires the SWPPP to be a “living document” that changes as necessary to meet the conditions and requirements of the job site as it progresses through difference phases of construction and is subject to different weather conditions. It shall be Contractor’s sole responsibility to update the SWPPP as necessary to address conditions at the project site.

3.8.1.3 Other Water Quality Rules Regulations and Policies.

Contractor shall comply with the lawful requirements of any applicable municipality, drainage City, or local agency regarding discharges of storm water to separate storm drain systems or other watercourses under their jurisdiction, including applicable requirements in municipal storm water management programs.

2024 Construction Contract – Short Form 8

3.8.1.4 Cost of Compliance. Storm, surface, nuisance, or other waters may be encountered at various times during construction of The Work. Therefore, the Contractor, by submitting a Bid, hereby acknowledges that it has investigated the risk arising from such waters, has prepared its Bid accordingly, and assumes any and all risks and liabilities arising therefrom.

3.8.1.5 Liability for Non-Compliance. Failure to comply with the Permit is a violation of federal and state law. Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to defend, indemnify and hold harmless the City and its officials, officers, employees, volunteers and agents for any alleged violations. In addition, City may seek damages from Contractor for any delay in completing the Work in accordance with the Contract, if such delay is caused by or related to Contractor’s failure to comply with the Permit.

3.8.1.6 Reservation of Right to Defend. City reserves the right to defend any enforcement action brought against the City for Contractor’s failure to comply with the Permit or any other relevant water quality law, regulation, or policy. Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to be bound by, and to reimburse the City for the costs (including the City’s attorney’s fees) associated with, any settlement reached between the City and the relevant enforcement entity.

3.8.1.7 Training. In addition to the standard of performance requirements set forth in paragraph 3.4, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Work assigned to them without impacting water quality in violation of the laws, regulations and policies described in paragraph 3.8.1. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in paragraph 3.8.1 as they may relate to the Work provided under this Contract.

Upon request, City will provide the Contractor with a list of training programs that meet the requirements of this paragraph.

3.8.2 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. Contractor shall comply with the requirements of the specifications relating to safety measures applicable in particular operations or kinds of work. In carrying out its Work, Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Work and the conditions under which the Work is to be performed. Safety precautions as applicable shall include, but shall not be limited to, adequate life protection and lifesaving equipment; adequate illumination for underground and night operations; instructions in accident prevention for all employees, such as machinery guards, safe walkways, scaffolds, ladders, bridges, gang planks, confined space procedures, trenching and shoring, fall protection and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and adequate facilities for the proper inspection and maintenance of all safety measures. Furthermore, Contractor shall prominently display the names and telephone numbers of at least two medical doctors practicing in the vicinity of the Project, as well as the telephone number of the local ambulance service, adjacent to all telephones at the Project site.

3.8.3 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Contract or the Work, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Work. If Contractor observes that the drawings or specifications are at variance

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with any law, rule or regulation, it shall promptly notify the City in writing. Any necessary changes shall be made by written change order. If Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. City is a public entity of the State of California subject to certain provisions of the Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Contract to the same extent as though set forth herein and will be complied with. Contractor shall defend, indemnify and hold City, its officials, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Contract, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.8.4 Permits and Licenses. Contractor shall be responsible for securing City permits and licenses necessary to perform the Work described herein, including, but not limited to, any required business license. While Contractor will not be charged a fee for any City permits, Contractor shall pay the City’s business license fee, if any. Any ineligible contractor or subcontractor pursuant to Labor Code Sections 1777.1 and 1777.7 may not perform work on this Project.

3.8.5 Trenching Work. If the Total Contract Price exceeds $25,000 and if the Work governed by this Contract entails excavation of any trench or trenches five (5) feet or more in depth, Contractor shall comply with all applicable provisions of the California Labor Code, including Section 6705. To this end, Contractor shall submit for City’s review and approval a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. If such plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer.

3.8.6 Hazardous Materials and Differing Conditions. As required by California Public Contract Code Section 7104, if this Contract involves digging trenches or other excavations that extend deeper than four (4) feet below the surface, Contractor shall promptly, and prior to disturbance of any conditions, notify City of: (1) any material discovered in excavation that Contractor believes to be a hazardous waste that is required to be removed to a Class I, Class II or Class III disposal site; (2) subsurface or latent physical conditions at the site differing from those indicated by City; and (3) unknown physical conditions of an unusual nature at the site, significantly different from those ordinarily encountered in such contract work. Upon notification, City shall promptly investigate the conditions to determine whether a change order is appropriate.

In the event of a dispute, Contractor shall not be excused from any scheduled completion date and shall proceed with all Work to be performed under the Contract, but shall retain all rights provided by the Contract or by law for making protests and resolving the dispute.

3.8.7 Underground Utility Facilities. To the extent required by Section 4215 of the California Government Code, City shall compensate Contractor for the costs of: (1) locating and repairing damage to underground utility facilities not caused by the failure of Contractor to exercise reasonable care; (2) removing or relocating underground utility facilities not indicated in the construction drawings; and (3) equipment necessarily idled during such work. Contractor shall not be assessed liquidated damages for delay caused by failure of City to provide for removal or relocation of such utility facilities.

3.8.8 Air Quality.

Contractor shall fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions

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limits and permitting requirements imposed by the Bay Area Air Quality Management District (Air District) and/or California Air Resources Board (CARB). Although the Air District and CARB limits and requirements are more broad, Contractor shall specifically be aware of their application to "portable equipment", which definition is considered by Air District and CARB to include any item of equipment with a fuel-powered engine.

Contractor shall comply, and shall ensure all subcontractors comply, with all applicable requirements of Title 13, California Code of Regulations Division 3, Chapter 9 and all pending amendments (“Regulation”).

Throughout the Project, and for three (3) years thereafter, Contractor shall make available for inspection and copying any and all documents or information associated with Contractor’s and any subcontractors’ fleet including, without limitation, all Certificates of Reported Compliance, fuel/refueling records, maintenance records, emissions records, and any other information the Contractor is required to produce, keep or maintain pursuant to the Regulation upon two (2) calendar days’ notice from the City.

Contractor shall indemnify District against any fines or penalties imposed by Air District, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement.

3.8.9 State Recycling Mandates. Contractor shall comply with State Recycling Mandates. Any recyclable materials/debris collected by the contractor that can be feasibly diverted via reuse or recycling must be hauled by the appropriate handler for reuse or recycling.

3.9 Completion of Work. When Contractor determines that it has completed the Work required herein, Contractor shall so notify City in writing and shall furnish all labor and material releases required by this Contract. City shall thereupon inspect the Work. If the Work is not acceptable to the City, the City shall indicate to Contractor in writing the specific portions or items of Work which are unsatisfactory or incomplete. Once Contractor determines that it has completed the incomplete or unsatisfactory Work, Contractor may request a reinspection by the City. Once the Work is acceptable to City, City shall pay to Contractor the Total Contract Price remaining to be paid, less any amount which City may be authorized or directed by law to retain.

Payment of retention proceeds due to Contractor shall be made in accordance with Section 7107 of the California Public Contract Code.

3.10 Claims; Government Code Claim Compliance.

3.10.1 Intent. Effective January 1, 1991, Section 20104 et seq., of the California Public Contract Code prescribes a process utilizing informal conferences, non-binding judicial supervised mediation, and judicial arbitration to resolve disputes on construction claims of $375,000 or less. Effective January 1, 2017, Section 9204 of the Public Contract Code prescribes a process for negotiation and mediation to resolve disputes on construction claims. The intent of this Section is to implement Sections 20104 et seq. and Section 9204 of the California Public Contract Code. This Section shall be construed to be consistent with said statutes.

3.10.2 Claims. For purposes of this Section, “Claim” means a separate demand by the Contractor, after a change order duly requested in accordance with the terms of this Contract has been denied by the City, for (A) a time extension, (B) payment of money or damages arising from Work done by or on behalf of the Contractor pursuant to the Contract, or (C) an amount the payment of which is disputed by the City. A “Claim” does not include any demand for payment for which the Contractor has failed to provide notice, request a change order, or

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otherwise failed to follow any procedures contained in the Contract Documents. Claims governed by this Section may not be filed unless and until the Contractor completes all procedures for giving notice of delay or change and for the requesting of a time extension or change order, including but not necessarily limited to the change order procedures contained herein, and Contractor’s request for a change has been denied in whole or in part. Claims governed by this Section must be filed no later than fourteen (14) days after a request for change has been denied in whole or in part or after any other event giving rise to the Claim. The Claim shall be submitted in writing to the City and shall include on its first page the following in 16 point capital font: “THIS IS A CLAIM.” Furthermore, the claim shall include the documents necessary to substantiate the claim. Nothing in this Section is intended to extend the time limit or supersede notice requirements otherwise provided by contract for the filing of claims, including all requirements pertaining to compensation or payment for extra Work, disputed Work, and/or changed conditions. Failure to follow such contractual requirements shall bar any claims or subsequent lawsuits for compensation or payment thereon.

3.10.3 Supporting Documentation. The Contractor shall submit all claims in the following format:

3.10.3.1 Summary of claim merit and price, reference Contract Document provisions pursuant to which the claim is made

3.10.3.2 List of documents relating to claim:
(A) Specifications
(B) Drawings
(C) Clarifications (Requests for Information)
(D) Schedules
(E) Other

3.10.3.3 Chronology of events and correspondence

3.10.3.4 Analysis of claim merit

3.10.3.5 Analysis of claim cost

3.10.3.6 Time impact analysis in CPM format

3.10.3.7 If Contractor’s claim is based in whole or in part on an allegation of errors or omissions in the Drawings or Specifications for the Project, Contractor shall provide a summary of the percentage of the claim subject to design errors or omissions and shall obtain a certificate of merit in support of the claim of design errors and omissions.

3.10.3.8 Cover letter and certification of validity of the claim, including any claims from subcontractors of any tier, in accordance with Government Code section 12650 et seq.

3.10.4 City’s Response. Upon receipt of a claim pursuant to this Section, City shall conduct a reasonable review of the claim and, within a period not to exceed 45 days, shall provide the Contractor a written statement identifying what portion of the claim is disputed and

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what portion is undisputed. Any payment due on an undisputed portion of the claim will be processed and made within 60 days after the public entity issues its written statement.

3.10.4.1 If City needs approval from its governing body to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the claim, and the governing body does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a claim sent by registered mail or certified mail, return receipt requested, City shall have up to three days following the next duly publicly noticed meeting of the governing body after the 45-day period, or extension, expires to provide the Contractor a written statement identifying the disputed portion and the undisputed portion.

3.10.4.2 Within 30 days of receipt of a claim, City may request in writing additional documentation supporting the claim or relating to defenses or claims City may have against the Contractor. If additional information is thereafter required, it shall be requested and provided pursuant to this subdivision, upon mutual agreement of City and the Contractor.

3.10.4.3 City’s written response to the claim, as further documented, shall be submitted to the Contractor within 30 days (if the claim is less than $50,000, within 15 days) after receipt of the further documentation, or within a period of time no greater than that taken by the Contractor in producing the additional information or requested documentation, whichever is greater.

3.10.5 Meet and Confer. If the Contractor disputes City’s written response, or City fails to respond within the time prescribed, the Contractor may so notify City, in writing, either within 15 days of receipt of City’s response or within 15 days of City’s failure to respond within the time prescribed, respectively, and demand an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand, City shall schedule a meet and confer conference within 30 days for settlement of the dispute.

3.10.6 Mediation. Within 10 business days following the conclusion of the meet and confer conference, if the claim or any portion of the claim remains in dispute, City shall provide the Contractor a written statement identifying the portion of the claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the claim shall be processed and made within 60 days after City issues its written statement. Any disputed portion of the claim, as identified by the Contractor in writing, shall be submitted to nonbinding mediation, with City and the Contractor sharing the associated costs equally. City and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the claim has been identified in writing, unless the parties agree to select a mediator at a later time.

3.10.6.1 If the Parties cannot agree upon a mediator, each Party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the claim. Each Party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator.

3.10.6.2 For purposes of this section, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the Parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this section.

3.10.6.3 Unless otherwise agreed to by City and the Contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation under Section 20104.4 to mediate after litigation has been commenced.

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3.10.6.4 The mediation shall be held no earlier than the date the Contractor completes the Work or the date that the Contractor last performs Work, whichever is earlier. All unresolved claims shall be considered jointly in a single mediation, unless a new unrelated claim arises after mediation is completed.

3.10.7 Procedures After Mediation. If following the mediation, the claim or any portion remains in dispute, the Contractor must file a claim pursuant to Chapter 1 (commencing with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.6 of Title 1 of the Government Code. For purposes of those provisions, the running of the period of time within which a claim must be filed shall be tolled from the time the Contractor submits his or her written claim pursuant to subdivision (a) until the time the claim is denied, including any period of time utilized by the meet and confer conference or mediation.

3.10.8 Civil Actions. The following procedures are established for all civil actions filed to resolve claims subject to this Section:

3.10.8.1 Within 60 days, but no earlier than 30 days, following the filing or responsive pleadings, the court shall submit the matter to non-binding mediation unless waived by mutual stipulation of both parties or unless mediation was held prior to commencement of the action in accordance with Public Contract Code section 9204 and the terms of these procedures.. The mediation process shall provide for the selection within 15 days by both parties of a disinterested third person as mediator, shall be commenced within 30 days of the submittal, and shall be concluded within 15 days from the commencement of the mediation unless a time requirement is extended upon a good cause showing to the court.

3.10.8.2 If the matter remains in dispute, the case shall be submitted to judicial arbitration pursuant to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, notwithstanding Section 1114.11 of that code. The Civil Discovery Act of 1986 (Article 3 (commencing with Section 2016) of Chapter 3 of Title 3 of Part 4 of the Code of Civil Procedure) shall apply to any proceeding brought under this subdivision consistent with the rules pertaining to judicial arbitration.

3.10.8.3 In addition to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, (A) arbitrators shall, when possible, be experienced in construction law, and (B) any party appealing an arbitration award who does not obtain a more favorable judgment shall, in addition to payment of costs and fees under that chapter, also pay the attorney’s fees on appeal of the other party.

3.10.9 Government Code Claims. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the City. A Government Code claim must be filed no earlier than the date the work is completed or the date the Contractor last performs work on the Project, whichever occurs first. A Government Code claim shall be inclusive of all unresolved claims unless a new unrelated claim arises after the Government Code claim is submitted.

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3.10.10 Non-Waiver. City’s failure to respond to a claim from the Contractor within the time periods described in this Section or to otherwise meet the time requirements of this Section shall result in the claim being deemed rejected in its entirety. City’s failure to respond shall not waive City’s rights to any subsequent procedures for the resolution of disputed claims.

3.11 Loss and Damage. Except as may otherwise be limited by law, Contractor shall be responsible for all loss and damage which may arise out of the nature of the Work agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Work until the same is fully completed and accepted by City. In the event of damage proximately caused by an Act of God, as defined by Section 7105 of the Public Contract Code, the City may terminate this Contract pursuant to Section 3.17.3; provided, however, that the City needs to provide Contractor with only one (1) day advanced written notice.

3.12 Indemnification.

3.12.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its officials, employees, agents and authorized volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor’s services, the Project or this Contract, including without limitation the payment of all consequential damages, expert witness fees and attorneys’ fees and other related costs and expenses.

Notwithstanding the foregoing, to the extent required by Civil Code section 2782, Contractor’s indemnity obligation shall not apply to liability for damages for death or bodily injury to persons, injury to property, or any other loss, damage or expense arising from the sole or active negligence or willful misconduct of the City or the City’s agents, servants, or independent contractors who are directly responsible to the City, or for defects in design furnished by those persons.

3.12.2 Additional Indemnity Obligations. Contractor shall defend, with counsel of City’s choosing and at Contractor's own cost, expense and risk, any and all Claims covered by this section that may be brought or instituted against City or its officials, employees, agents and authorized volunteers. In addition, Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its officials, employees, agents and authorized volunteers as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse City for the cost of any settlement paid by City or its officials, employees, agents and authorized volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for City's attorney's fees and costs, including expert witness fees. Contractor shall reimburse City and its officials, employees, agents and authorized volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, employees, agents and authorized volunteers.

3.13 Insurance.

3.13.1 Time for Compliance. Contractor shall not commence Work under this Contract until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the

2024 Construction Contract – Short Form 15
subcontractor has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Contract for cause.

3.13.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work hereunder by Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Contract. Such insurance shall meet at least the following minimum levels of coverage:

3.13.2.1 Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 00 01) OR Insurance Services Office Owners and Contractors Protective Liability Coverage Form (CG 00 09 11 88) (coverage for operations of designated contractor); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 00 01, code 1 (any auto); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. Policies shall not contain exclusions contrary to this Contract.

3.13.2.2 Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury, personal injury and property damage; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’ compensation limits as required by the Labor Code of the State of California.

Employer’s Liability limits of $1,000,000 each accident, policy limit bodily injury or disease, and each employee bodily injury or disease. Defense costs shall be available in addition to the limits.

Notwithstanding the minimum limits specified herein, any available coverage shall be provided to the parties required to be named as additional insureds pursuant to this Contract.

3.13.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements (amendments) on forms supplied or approved by the City to add the following provisions to the insurance policies:

3.13.3.1 General Liability. (1) Such policy shall give the City, its officials, employees, agents and authorized volunteers additional insured status using ISO endorsements CG20 10 10 01 plus CG20 37 10 01, or endorsements providing the exact same coverage, with respect to the Work or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage.

Any insurance or self-insurance maintained by the City, its officials, employees, agents and authorized volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it.

3.13.3.2 Automobile Liability. (1) Such policy shall give the City, its officials, employees, agents and authorized volunteers additional insured status with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Contractor or for which Contractor is responsible; (2) all policies shall waive

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or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and authorized volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it in any way.

3.13.3.3 Workers’ Compensation and Employer’s Liability Coverage.

The insurer shall agree to waive all rights of subrogation against the City, its officials, employees, agents and authorized volunteers for losses paid under the terms of the insurance policy which arise from work performed by Contractor.

3.13.3.4 All Coverages. Each insurance policy required by this Contract shall be endorsed to state that: (1) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its officials, employees, agents and authorized volunteers.

3.13.4 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its officials, employees, agents and authorized volunteers.

3.13.5 Deductibles and Self-Insurance Retentions. Any deductibles or selfinsured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or selfinsured retentions as respects the City, its officials, employees, agents and authorized volunteers; or (2) the Contractor shall procure a bond or other financial guarantee acceptable to the City guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

3.13.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A-:VII, licensed to do business in California, and satisfactory to the City. Exception may be made for the State Compensation Insurance Fund when not specifically rated.

3.13.7 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Contract on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms supplied or approved by the City. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.13.8 Subcontractors. All subcontractors shall meet the requirements of this Section before commencing Work. Contractor shall furnish separate certificates and endorsements for each subcontractor. Subcontractor policies of General Liability insurance shall name the City, its officials, employees, agents and authorized volunteers as additional insureds using form ISO 20 38 04 13 or endorsements providing the exact same coverage. All coverages

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for subcontractors shall be subject to all of the requirements stated herein except as otherwise agreed to by the City in writing.

3.13.9 Reporting of Claims. Contractor shall report to the City, in addition to Contractor’s insurer, any and all insurance claims submitted by Contractor in connection with the Work under this Contract.

3.14 Bond Requirements.

3.14.1 Payment Bond. If required by law or otherwise specifically requested by City in Exhibit “C” attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Contract a Payment Bond in an amount required by the City and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the City.

3.14.2 Performance Bond. If specifically requested by City in Exhibit “C” attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Contract a Performance Bond in an amount required by the City and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the City.

3.14.3 Bond Provisions. Should, in City’s sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the effected bond within (ten) 10 days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Contract until any replacement bonds required by this Section are accepted by the City. To the extent, if any, that the Total Contract Price is increased in accordance with the Contract, Contractor shall, upon request of the City, cause the amount of the bond to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. If Contractor fails to furnish any required bond, the City may terminate the Contract for cause.

3.14.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in California Code of Civil Procedure Section 995.120, shall be accepted. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City.

3.15 Warranty. Contractor warrants all Work under the Contract (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the Work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Contract or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the Work or non-conformance of the Work to the Contract, commence and prosecute with due diligence all Work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the Work (or work of other contractors) damaged by its defective Work or which becomes damaged in the course of repairing or replacing defective Work. For any Work so

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corrected, Contractor’s obligation hereunder to correct defective Work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected Work.

Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming Work and any work damaged by such work or the replacement or correction thereof at Contractor’s sole expense.

Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.

3.16 Employee/Labor Certifications.

3.16.1 Contractor’s Labor Certification. By its signature hereunder, Contractor certifies that he is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Work. A certification form for this purpose, which is attached to this Contract as Exhibit “D” and incorporated herein by reference, shall be executed simultaneously with this Contract.

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

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

3.17 General Provisions.

3.17.1 City’s Representative. The City hereby designates the Public Works Director or his or her designee, to act as its representative for the performance of this Contract (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. Contractor shall not accept direction or orders from any person other than the City’s Representative or his or her designee.

3.17.2 Contractor’s Representative. Before starting the Work, Contractor shall submit in writing the name, qualifications and experience of its proposed representative who shall be subject to the review and approval of the City (“′Contractor’s Representative”). Following approval by the City, Contractor’s Representative shall have full authority to represent and act on

2024 Construction Contract – Short Form 19
behalf of Contractor for all purposes under this Contract. Contractor’s Representative shall supervise and direct the Work, using his best skill and attention, and shall be responsible for all construction means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Contract. Contractor’s Representative shall devote full time to the Project and either he or his designee, who shall be acceptable to the City, shall be present at the Work site at all times that any Work is in progress and at any time that any employee or subcontractor of Contractor is present at the Work site. Arrangements for responsible supervision, acceptable to the City, shall be made for emergency Work which may be required. Should Contractor desire to change its Contractor’s Representative, Contractor shall provide the information specified above and obtain the City’s written approval.

3.17.3 Termination. This Contract may be terminated by City at any time, either with our without cause, by giving Contractor three (3) days advance written notice. In the event of termination by City for any reason other than the fault of Contractor, City shall pay Contractor for all Work performed up to that time as provided herein. In the event of breach of the Contract by Contractor, City may terminate the Contract immediately without notice, may reduce payment to Contractor in the amount necessary to offset City’s resulting damages, and may pursue any other available recourse against Contractor. Contractor may not terminate this Contract except for cause. In the event this Contract is terminated in whole or in part as provided, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. Further, if this Contract is terminated as provided, City may require Contractor to provide all finished or unfinished documents, data, diagrams, drawings, materials or other matter prepared or built by Contractor in connection with its performance of this Contract.

City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Work including, without limitation, any overhead and profit on the portion of the Work that is terminated and shall not be entitled to damages or compensation of any kind or nature for termination of Work.

3.17.4 Contract Interpretation. Should any question arise regarding the meaning or import of any of the provisions of this Contract or written or oral instructions from City, the matter shall be referred to City’s Representative, whose decision shall be binding upon Contractor.

3.17.5 Anti-Trust Claims. This provision shall be operative if this Contract is applicable to California Public Contract Code Section 7103.5. In entering into this Contract to supply goods, services or materials, Contractor hereby offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Section 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code) arising from purchases of goods, services, or materials pursuant to the Contract. This assignment shall be made and become effective at the time the City tender final payment to Contractor, without further acknowledgment by the Parties.

3.17.6 Notices. All notices hereunder and communications regarding interpretation of the terms of the Contract or changes thereto shall be provided by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid and addressed as follows:

CONTRACTOR:

Ron’s Quality Construction
Phone (707) 485-5688
Attn: Ron Valente

2024 Construction Contract – Short Form 20
1880 Oak Grove Dr
Redwood Valley CA 95470
707-485-5688
CITY:

City of St. Helena
1088 College Ave
St. Helena CA 94574
Attn: Joe Leach P.E. Director of Public Works
Any notice so given shall be considered received by the other Party three (3) days after deposit in the U.S. Mail as stated above and addressed to the Party at the above address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.17.7 Time of Essence. Time is of the essence in the performance of this Contract.

3.17.8 Assignment Forbidden. Contractor shall not, either voluntarily or by action of law, assign or transfer this Contract or any obligation, right, title or interest assumed by Contractor herein without the prior written consent of City. If Contractor attempts an assignment or transfer of this Contract or any obligation, right, title or interest herein, City may, at its option, terminate and revoke the Contract and shall thereupon be relieved from any and all obligations to Contractor or its assignee or transferee.

3.17.9 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.17.10 Laws and Venue. This Contract shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Contract, the action shall be brought in the Superior Court of California for the County of Napa.

3.17.11 Counterparts. This Contract may be executed in counterparts, each of which shall constitute an original.

3.17.12 Successors. The Parties do for themselves, their heirs, executors, administrators, successors, and assigns agree to the full performance of all of the provisions contained in this Contract.

3.17.13 [Reserved]

3.17.14 Solicitation. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Contract. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City shall have the right to terminate this Contract without liability.

3.17.15 Conflict of Interest. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has

2024 Construction Contract – Short Form 21
not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City shall have the right to rescind this Contract without liability. For the term of this Contract, no official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Contract, or obtain any present or anticipated material benefit arising therefrom. In addition, Contractor agrees to file, or to cause its employees or subcontractors to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Work.

3.17.16 Certification of License.

3.17.16.1 Contractor certifies that as of the date of execution of this Contract, Contractor has a current contractor’s license of the classification indicated below under Contractor’s signature.

3.17.16.2 Contractors are required by law to be licensed and regulated by the Contractors’ State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four (4) years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within ten (10) years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors’ State License Board, P.O.

Box 26000, Sacramento, California 95826.

3.17.17 Authority to Enter Contract. Each Party warrants that the individuals who have signed this Contract have the legal power, right and authority to make this Contract and bind each respective Party.

3.17.18 Entire Contract; Modification. This Contract contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Contract may only be modified by a writing signed by both Parties.

3.17.19 Non-Waiver. None of the provisions of this Contract shall be considered waived by either party, unless such waiver is specifically specified in writing.

3.17.20 City’s Right to Employ Other Contractors. City reserves right to employ other contractors in connection with this Project or other projects. [SIGNATURES ON NEXT PAGE]

2024 Construction Contract – Short Form 22

SIGNATURE PAGE FOR CONSTRUCTION CONTRACT
BETWEEN THE CITY OF ST. HELENA

AND FRAMING, BUILDING AND IMPROVEMENTS INC
IN WITNESS WHEREOF, the Parties have entered into this Contract as of the _______ day of __________, 2026.

City of St. Helena RON’S QUALITY CONSTRUCTION

RON VALENTE
1880 OAK GROVE DR
REDWOOD VALLEY CA 95470
By: By:

Jim McCann
City Manager Its:

Printed Name:

2024 Construction Contract – Short Form 23
EXHIBIT “A”

SERVICES / SCHEDULE
[INSERT SCOPE OF SERVICES]

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EXHIBIT “B”

PLANS AND SPECIFICATIONS
[INSERT ALL PLANS AND SPECS]

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EXHIBIT “C”

SPECIAL CONDITIONS
ARTICLE 1. BONDS
Within ten (10) calendar days from the date the Contractor is notified of award of the Contract, the Contractor shall deliver to the City four identical counterparts of Payment Bond on the form supplied by the City and included as Exhibit “F” to the Contract. The surety supplying the bond must be an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, authorized to do business as such in the State of California and satisfactory to the City. The Payment Bond shall be for one hundred percent (100%) of the Total Contract Price.

ARTICLE 2. Reverse Liquidated Damages Due to Unreasonable City Delay.

In compliance with the provisions of California Public Contract Code § 7102, the Contractor will be compensated for damages incurred due to delays in completing the Work due solely to the fault of the City, where such delay is unreasonable under the circumstances and not contemplated by the parties and such delay is not the result of Additional Work. The Contractor and City agree that determining actual damages is impracticable and extremely difficult. As such, the Contractor shall be entitled to the appropriate time extension and to payment of liquidated damages in the sum of $400 per Day of delay in excess of the time specified for the completion of the Work. Such amount shall constitute the only payment allowed and shall necessarily include all overhead (direct or indirect), all profit, all administrative costs, all bond costs, all labor, materials, equipment and rental costs, and any other costs, expenses and fees incurred or sustained as a result of such delay. The Contractor expressly agrees to be limited solely to the liquidated damages for all such delays as defined in this subsection.

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EXHIBIT “D”

CERTIFICATION
LABOR CODE - SECTION 1861
I, the undersigned Contractor, am aware of the provisions of Section 3700, et seq., of the California Labor Code which require every employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I, the undersigned Contractor, agree to and will comply with such provisions before commencing the performance of the Work on this Contract.

RON’S QUALITY CONSTRUCTION

RON VALENTE
1880 OAK GROVE DR
REDWOOD VALLEY CA 95470
By: _________________________
Signature
_________________________
Name (Print)
_________________________
Title (Print)

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EXHIBIT “E”

PUBLIC WORKS CONTRACTOR REGISTRATION CERTIFICATION
Pursuant to Labor Code sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations. See http://www.dir.ca.gov/PublicWorks/PublicWorks.html for additional information.

No bid will be accepted nor any contract entered into without proof of the contractor’s and subcontractors’ current registration with the Department of Industrial Relations to perform public work.

Contractor hereby certifies that it is aware of the registration requirements set forth in Labor Code sections 1725.5 and 1771.1 and is currently registered as a contractor with the Department of Industrial Relations.1
Name of Contractor:

DIR Registration Number:

DIR Registration Expiration:_________________________
Small Project Exemption: _____ Yes or _____ No
Unless Contractor is exempt pursuant to the small project exemption, Contractor further acknowledges:
• Contractor shall maintain a current DIR registration for the duration of the project. • Contractor shall include the requirements of Labor Code sections 1725.5 and 1771.1 in its contract with subcontractors and ensure that all subcontractors are registered at the time of bid opening and maintain registration status for the duration of the project. • Failure to submit this form or comply with any of the above requirements may result in a finding that the bid is non-responsive.

Name of Contractor
Signature
Name and Title
Dated
1 If the Project is exempt from the contractor registration requirements pursuant to the small project exemption under Labor Code Sections 1725.5 and 1771.1, please mark “Yes” in response to “Small Project Exemption.”

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EXHIBIT “F”

PAYMENT BOND

- 29 -

PAYMENT BOND
KNOW ALL MEN BY THESE PRESENTS That
WHEREAS, the City of St. Helena (hereinafter designated as the “City”), by action taken or a resolution passed ___________ , 20____has awarded to [Contractor Name] hereinafter designated as the “Principal,” a contract for the work described as follows:
_____________________________________________________ (the “Project”); and WHEREAS, the work to be performed by the Principal is more particularly set forth in the Contract Documents for the Project dated __________________ (“Contract Documents”), the terms and conditions of which are expressly incorporated by reference; and WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth.

NOW THEREFORE, we, the Principal and __________________________ as Surety, are held and firmly bound unto the City in the penal sum of ______________ Dollars ($___________) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Section 9100 of the Civil Code, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the contractor and his subcontractors pursuant to Section 18663 of the Revenue and Taxation Code, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified.

This bond shall inure to the benefit of any of the persons named in Section 9100 of the Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon this bond.

It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by

- 30 -
any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or City and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 9100 of the Civil Code, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned and the provisions of sections 2819 and 2845 of the California Civil Code.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20__.
(Corporate Seal)
Contractor/ Principal
By
Title

(Corporate Seal) Surety
By
Attorney-in-Fact
Title
Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached. A Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.

NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.

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Notary 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
COUNTY OF ______________
On , 20___, before me, _______________________________, 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.

Signature of Notary Public

OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.

CAPACITY CLAIMED BY SIGNER
Individual

DESCRIPTION OF ATTACHED DOCUMENT
Corporate Officer
Title(s) Title or Type of Document
Partner(s) Limited
General Number of Pages
Attorney-In-Fact
Trustee(s)
Guardian/Conservator Date of Document
Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above

- 32 -

- 33 -
Exhibit G
Fleet Compliance Certification.

Bidder hereby acknowledges that they have reviewed the California Air Resources Board’s policies, rules and regulations and are familiar with the requirements of Title 13, California Code of Regulations, Division 3, Chapter 9, effective on January 1, 2024 (the “Regulation”). Bidder hereby certifies, subject to penalty for perjury, that the option checked below relating to the Bidder’s fleet, and/or that of their subcontractor(s) (“Fleet”) is true and correct:

The Fleet is subject to the requirements of the Regulation, and the appropriate Certificate(s) of Reported Compliance have been attached hereto.

The Fleet is exempt from the Regulation under section 2449.1(f)(2), and a signed description of the subject vehicles, and reasoning for exemption has been attached hereto.

Bidder and/or their subcontractor is unable to procure R99 or R100 renewable diesel fuel as defined in the Regulation pursuant to section 2449.1(f)(3). Bidder shall keep detailed records describing the normal refueling methods, their attempts to procure renewable diesel fuel and proof that shows they were not able to procure renewable diesel (i.e. third party correspondence or vendor bids).

The Fleet is exempt from the requirements of the Regulation pursuant to section 2449(i)(4) because this Project has been deemed an Emergency, as defined under section 2449(c)(18). Bidder shall only operate the exempted vehicles in the emergency situation and records of the exempted vehicles must be maintained, pursuant to section 2449(i)(4).

The Fleet does not fall under the Regulation or are otherwise exempted and a detailed reasoning is attached hereto.

Name of Bidder:_________________________________________________ Signature: __________________________________________________ Name: __________________________________________________ Title: __________________________________________________ Date: __________________________________________________

Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Public Works Department
DATE: July 28, 2026
FROM: Eric Janzen, Asst. PW Director
SUBJECT: Consideration and proposed adoption of a Resolution authorizing a FY2026-2027 budget amendment to increase appropriation within CIP R18-81 Downtown Sidewalk Improvement Project budget to $73,698 for additional construction management, funded by Measure U, and the corresponding contract amendment with Coastland/DCCM.

RECOMMENDED
ACTION:

Adopt associated Resolution.

PREVIOUS COUNCIL
ACTION:

On November 18, 2025, the City Council adopted Resolution No. 2025-132 authorizing award of the project and a budget
appropriation not-to-exceed $1,902,495 including a contingency of $172,954.

STATEMENT OF THE
PURPOSE:

To adjust the budget appropriation of the Downtown St. Helena Pedestrian Improvements Project for additional construction management services and authorize a contract amendment with Coastland/DCCM for Construction Management services.

FINANCIAL IMPACT: Approval will amend the budget for construction management services of CIP R18-81, Downtown Sidewalk Improvement
Project. An additional $28,020 will be allocated increasing the notto-exceed budget for construction management services to $73,698.

The total appropriation for construction plus construction management for CIP R18-81 will increase to a not-to-exceed amount of $1,976,183.

The additional funding to be provided from Measure T/U.

CEQA DETERMINATION: Addendum to Previously Certified EIR or Adopted MND BACKGROUND:

Downtown St. Helena Pedestrian Improvements Project was added to the Capital Improvement Plan in 2018. It includes full reconstruction of the Downtown Sidewalks including new curb, gutter, street trees and street furnishings.

The Director of Public Works executed a contract with Coastland/DCCM to provide construction management services in the amount of $50,000 of which $45,678 has been expended. Additional construction management services are needed to complete the project and will exceed the original $50,000 contract amount. This additional expense, combined with previously approved construction change orders, will exceed the contingency budget for the project which requires Council approval.

DISCUSSION:

Coastland/DCCM have prepared a cost estimate for additional construction management services for the amount of $28,020 for a total not-to-exceed amount of $73,698. Staff have reviewed the estimate and find it reasonable and consistent with the existing contract. Staff recommend that Council approve a budget amendment allocating an additional $28,020 for a not-to-exceed budget of $73,698 for construction management services increasing the total not-to-exceed total appropriation for the Project to $1,976,183. The additional funding to be provided from from Measure T/U.

ENVIRONMENTAL REVIEW:

GOAL:

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

1. Resolution authorizing a budget amendment v1

2. AGREEMENT.AMENDMENT 1.COASTLAND.20260720

CITY OF ST. HELENA
RESOLUTION NO. 2026-
AUTHORIZING A FY2026-2027 BUDGET AMENDMENT TO INCREASE
APPROPRIATION WITHIN CIP R18-81 DOWNTOWN SIDEWALK
IMPROVEMENT PROJECT BUDGET TO $73,698 FOR ADDITIONAL

CONSTRUCTION MANAGEMENT, FUNDED BY MEASURE T/U AND

AUTHORIZE AN AMENDMENT TO THE CONSTRUCTION

MANAGEMENT SERVICES CONTRACT WITH COASTLAND/DCCM

RECITALS
A. The City of St. Helena has been completing the Downtown Sidewalk Improvement Project, which requires regular construction management and record keeping to ensure compliance with federal grant funding requirements; and B. On November 18, 2025, the City Council adopted Resolution No. 2025-132 authorizing a project budget not-to-exceed $1,902,495 including a contingency of $172,954; and
C. The Director of Public Works executed a contract with Coastland/DCCM to provide construction management services in the amount of $50,000 of which $45,678 has been expended; and
D. Additional construction management services are needed to complete the project and will exceed the original $50,000 contract amount; and E. Coastland/DCCM have prepared a cost estimate for additional construction management services for the amount of $28,020 for a total not-to-exceed amount of $73,698.00; and
F. Staff have reviewed the estimate and find it reasonable and consistent with the existing contract.

G. Staff recommend that Council approve a budget amendment allocating $28,020.00 from Measure U to the Project.

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

1. Authorizes a FY2026-27 budget amendment in the amount of $73,698.00 to increase total appropriation of the project from $1,902,485 to $1,976,183; and

2. Authorizes the Director of Public Works to execute the contract amendment with Coastland/DCCM for additional construction management services; and

3. Funding as follows:

Description Fund/Funding
Source
Expense GL
Account
Amount
Construction
Management
240 - Measure U 741-50-14-31-50 $73,698.

Approved at a regular meeting of the St. Helena City Council on July 28, 2026, by the following vote:

Mayor Dohring: __________
Vice Mayor Deasy: __________
Council Member Barak: __________
Council Member Spadarotto: __________
Council Member Diaz: __________
APPROVED: ATTEST:
_____________________________ ___________________________ Paul Jamison Dohring, Mayor Andrew Bradley, City Clerk

AMENDMENT NO. 1
TO PROFESSIONAL SERVICES AGREEMENT WITH COASTLAND CIVIL ENGINEERING, LLP; STH CONTRACT NO: FY2026-045 FOR SERVICES RELATED TO CONSTRUCTION MANAGEMENT & INSPECTION SERVICES FOR R18-81, INCREASING THE CONTRACT AMOUNT BY $28,020 FOR A TOTAL NOT-TO-EXCEED AMOUNT OF $73,698.

This first Amendment to Professional Services Agreement STH Contract: FY2026-045 dated November 18, 2026 (“Agreement”) is made as of this 28 Day of July, 2026, by and between the City of St. Helena, a municipal corporaƟon (“City”), and Coastland Civil Engineering, LLP (“Consultant”).

RECITALS
A. On March November 18, 2025, the City and Consultant entered into the Agreement for Consultant to provide construcƟon management and inspecƟon services in connecƟon with the project described as R18-81; and
B. AddiƟonal construcƟon management services are needed to complete the project and will exceed the original contract amount of $50,000; and
C. The City of St. Helena and Coastland Civil Engineering, LLP are looking to increase the contract amount by $28,020 to complete the R18-81 Project.

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

1. SecƟon 2. B CompensaƟon, is amended to read as follows:
“In no event shall the total amount paid for services rendered by the Consultant under this Agreement exceed the sum of $73,698.00…”
All other terms of the Agreement shall remain in full force and effect.

Entered as of the day and year first above stated.

CONSULTANT:

Signatures of Authorized Persons:

By:

Print Name:

Title:

CITY OF ST. HELENA
a Municipal Corporation
By:

Print Name: James McCann
Title: Interim City Manager
APPROVED AS TO FORM:

Ethan Walsh, City Attorney

PM/CM Inspector Emgineer
Support Project Eng.
$235 $195 $245 $185
1 Current Project Balance $45,678 Inspection/Admin Work Accomplished 2 Inspection/Admin Concrete Work 120 12 132 $25,620 Develop CM Plan

Vehicle/Equipment expenses $2,400 $2,400
Total Hours 0 120 0 12 132
Subtotal $0 $23,400 $0 $2,220 $2,400 $73,698
NOT TO EXCEED PROJECT TOTAL $0 $23,400 $0 $2,220 $2,400 $73,698 1 Based on estimate of 3 weeks remining of onsite inspection 2 Based on full time inspection at 40 hours per week during construction.

WORK ESTIMATE - Amendment #1
Task Information

TASK INFORMATION
City of St. Helena PROPOSAL FOR CM
& INSPECTION SERVICES
Downtown St. Helena Pedestrian Improvement
Project
NOTES: DCCM reserves the right to adjust estimated hours should the Contractor schedule additional crews or overtime work.

HOURS AND COST INFORMATION
Direct
Costs
Total
Hours Task No. Total Costs Comments

Agenda Report to the City Council
Agenda Section: PUBLIC HEARINGS
Department: Community Development Department - Planning Division DATE: July 28, 2026
FROM: Jackie Oneal, Senior Planner
SUBJECT: Introduce and waive the first reading of an ordinance amending Section 17.33.010 (Definitions of Uses), Table 17.17.020(A) (Use Regulations—Commercial and Mixed-Use Zoning Districts), and Table 17.18.020(A) (Use Regulations—Business and Industrial Zoning Districts) of the St. Helena Municipal Code to clarify the regulation of on-site storage associated with permitted primary uses (ZOA 26-002).

RECOMMENDED
ACTION: Staff recommends that the City Council:

1. Find that the proposed ordinance is exempt from
environmental review pursuant to California Environmental Quality Act Guidelines Section 15061(b)(3); and

2. Introduce and waive the first reading of an ordinance amending Section 17.33.010 (Definitions of Uses), Table

17.17.020(A) (Use Regulations—Commercial and MixedUse Zoning Districts), and Table 17.18.020(A) (Use Regulations—Business and Industrial Zoning Districts) of the St. Helena Municipal Code to clarify the regulation of on-site storage and distinguish storage that is incidental and subordinate to a lawfully established primary use from storage regulated as a separate use.

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
PURPOSE:

The purpose of the proposed Zoning Ordinance Amendment is to clarify and refine the regulation of "On-Site Storage" within the City’s commercial, mixed-use, business, and industrial zoning districts. The amendment would distinguish storage that is incidental and subordinate to a permitted primary use from storage that functions as a primary or dominant use of a site. The

proposed changes would also update terminology, add clarifying footnotes, improve consistency in Code interpretation and administration, and clarify when storage is regulated as a distinct land use.

FINANCIAL IMPACT: The proposed ordinance is not anticipated to result in a material fiscal impact to the City. The amendment may reduce staff time associated with interpreting whether routine storage supporting a permitted primary use requires separate land-use authorization.

Any accessory structure, building permit, design review, or other application required for a future project would remain subject to the City’s adopted permit and processing fees.

CEQA DETERMINATION: Common Sense Exemption (§15061(b)(3)) BACKGROUND:

Section 17.33 of the St. Helena Municipal Code broadly defines “On-Site Storage Facilities” as the indoor or outdoor storage of materials, products, or equipment. The definition does not clearly distinguish routine storage associated with a permitted business from storage that functions as a separate land use. This created uncertainty for businesses seeking to maintain inventory, supplies, equipment, or small accessory storage structures.

On April 21, 2026, the Planning Commission adopted Resolution No. PC2026-009 recommending revisions to the definition of On-Site Storage and expanded Conditional Use Permit requirements for On-Site Storage in the Commercial and Mixed-Use Zoning Districts.

During subsequent preparation of the City Council materials, staff identified that On-Site Storage is listed as an accessory use in the applicable use tables, while personal storage, warehousing, and similar primary storage uses are separately classified and regulated. Staff therefore returned the matter to the Planning Commission for reconsideration and further clarificant of the proposed amendments.

Planning Commission Review and Recommendation
Zoning Ordinance Amendments are reviewed by the Planning Commission at a noticed public hearing before being forwarded to the City Council. In this role, the Planning Commission evaluates the proposed amendment for consistency with the General Plan, the Municipal Code, and applicable land use policies, and then provides a recommendation to the City Council. The City Council retains final authority to adopt, modify, or decline the proposed amendment.

On June 16, 2026, the Planning Commission considered the proposed amendments and adopted Resolution No. PC2026-013 recommending that the City Council approve the ordinance with revisions. Consistent with the Commission’s direction, the revised ordinance retains the existing permit requirements while clarifying that storage that is incidental and subordinate to a permitted primary use is not separately regulated as On-Site Storage.

Consistent with the Commission’s direction, the ordinance also eliminates the word "Facilities" from the name of the use type, from “On-Site Storage Facilities” to “On-Site Storage” and adds corresponding footnotes in the applicable commercial, mixed-use, business, and industrial use tables to ensure that the clarification is applied consistently throughout the Zoning Code. The removal of the word "facilities" provides further clarification to the Ordinance user.

DISCUSSION:

Clarification of Routine Business Storage
Inventory, supplies, materials, and equipment are normal components of many commercial and industrial uses. The existing definition does not clearly distinguish this routine storage from storage regulated as a separate land use.The proposed amendment clarifies that storage associated with a permitted primary use is not separately classified as On-Site Storage when it is incidental and subordinate to that use. Examples include restaurant supplies, retail inventory, and equipment used by an established business. This clarification would reduce uncertainty for applicants and staff without exempting storage structures or outdoor storage areas from applicable development standards.

Relationship to Other Storage Uses
The Municipal Code separately defines and regulates “Storage, Personal” as a land-use classification applicable to self-storage, mini-storage, inventory storage, and similar warehouse-type facilities. The proposed ordinance would not amend that classification or its existing permit requirements.

The amendment therefore clarifies the treatment of storage accessory to a permitted primary use and does not establish or expand a primary storage use.

Existing Development and Operational Standards
Accessory storage structures and storage areas would remain subject to all applicable requirements, including zoning district setbacks and height limits, screening requirements under Section 17.24.090, On-Site storage Standards under Section 17.24.100, building and fire codes, and design review where required. No changes to these development or operational standards are proposed.

ENVIRONMENTAL REVIEW:

The proposed ordinance is exempt from environmental review pursuant to the Common Sense Exemption contained in CEQA Guidelines Section 15061(b)(3).

The ordinance would clarify the classification of storage incidental and subordinate to a permitted primary use. It would not authorize a specific development project, expand the geographic area in which primary storage uses are permitted, or modify applicable development, screening, setback, or operational standards. It can therefore be seen with certainty that the ordinance would not have the potential to cause a significant effect on the environment.

GOAL:

Miscellaneous/Other
ATTACHMENTS:

1. Presentation - Zoning Code On-Site Storage

2. Proposed Ordinance ZOA 26-002

3. Redlined Ordinance Sections for reference only

4. June 16, 2026 Planning Commission Resolution PC 2026-013

City Council
July 28, 2026
On-Site Storage (ZOA 26-002)
Staff: Jackie Oneal, Senior Planner

Why is an Amendment Needed?
Current Definition (Existing Code)
• The existing definition of On-site storage is broad enough to include routine business storage:
• “On-site storage facilities” means the indoor or outdoor storage of any materials, products, or equipment on the premises.

Current Code
• On-Site Storage is regulated only as an accessory use. • Storage, Personal is separately regulated as a principal land use. • The current definition may unintentionally encompass routine business storage.
3 | Community Development Department

Proposed Ordinance Amendment
The Revised Ordinance:
• Revises the definition of On-site storage
• Renames the use classification from On-site storage facilities to On-site storage • Clarifies that incidental storage associated with a permitted primary use is not regulated as On-site storage
• Updates the Commercial/Mixed-Use and Business Professional/Industrial use tables for consistent terminology
Key Code Amendment:

On-site storage facilities. The indoor or outdoor storage of materials, products, or equipment on the premises. This definition does not include the storage of goods, inventory, materials, or equipment that are sold, utilized, produced, or maintained as part of a permitted primary use when such storage is incidental and subordinate to that use. 4 | Community Development Department

Examples of Storage Uses
5 | Community Development Department
Permitted Storage Storage, Personal (CUP in Industrial District) Restaurant supplies Mini-storage facility
Store inventory Self-storage business
Equipment shed serving a business Records storage facility

Benefits of the Amendment
Benefits
• Clarifies Municipal Code intent
• Provides certainty for businesses and property owners • Maintains existing development standards
• Avoids unnecessary regulation of routine business storage No Changes Proposed To
• Permit Requirements
• General On-Site Storage Standards (SHMC 17.24.100)
• Screening Requirements (SHMC 17.24.090)
• Accessory Structure Regulations (SHMC 17.24.020)
6 | Community Development Department

Staff Recommendation
Planning Commission: Recommended approval of the ordinance, with a recommendation that the City Council consider renaming "On-Site Storage Facilities" to "On-Site Storage.”
Staff recommends that the City Council:

1. Find the proposed ordinance exempt from CEQA pursuant to CEQA Guidelines Section 15061(b)(3); and

2. Introduce, waive the first reading, and read by title only an ordinance amending Section 17.33, Table 17.17.020(A), and Table 17.18.020(A) of the St. Helena Municipal Code to clarify the regulation of On-Site Storage. 7 | Community Development Department

Questions?
8 | Community Development Department
Available Staff:

Jackie Oneal – Senior Planner

ORDINANCE NO.

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ST. HELENA AMENDING SECTION 17.33.010 (DEFINITIONS OF USES), TABLE 17.17.020(A) (USE REGULATIONS—COMMERCIAL AND MIXED-USE ZONING DISTRICTS), AND TABLE 17.18.020(A) (USE REGULATIONS—BUSINESS AND INDUSTRIAL ZONING DISTRICTS) OF THE ST. HELENA MUNICIPAL CODE TO CLARIFY THE REGULATION OF ON-SITE STORAGE (ZOA 26-002)
Recitals
WHEREAS, the City of St. Helena, California (“City”) is a municipal corporation, duly organized under the constitution and laws of the State of California; and WHEREAS, the City desires to amend Section 17.33.010, Table 17.17.020(A), and Table

17.18.020(A) of the St. Helena Municipal Code (“SHMC”) to clarify the regulation of onsite storage; and WHEREAS, staff prepared the proposed ordinance, including the proposed language, and any additional information and documents deemed necessary for the City Council to take action; and
WHEREAS, on April 21, 2026, the Planning Commission held a duly noticed public hearing and considered the staff report, recommendations by staff, and public testimony concerning the proposed ordinance and municipal code amendments, and adopted Resolution No. PC 2026-009 recommending that the City Council adopt the proposed ordinance and finding that no environmental review is required under CEQA; and WHEREAS, the City gave public notice of the public hearing before the City Council for the proposed ordinance in accordance with applicable law; and WHEREAS, on June 16, 2026, the Planning Commission held a duly noticed public hearing and adopted Resolution No. PC 2026-13 revising its prior recommendation concerning ZOA 26-002; and
WHEREAS, on July 28, 2026, the City Council held a duly-noticed public hearing and considered the staff report, recommendation by the Planning Commission, recommendation by staff, and public testimony concerning the proposed ordinance; and WHEREAS, during its June 16, 2026 hearing, the Planning Commission directed staff to revise the term “On-Site Storage Facilities” to “On-Site Storage” and review related provisions of the Zoning Code to make corresponding terminology revisions; and WHEREAS, consistent with that direction, the proposed ordinance revises the applicable use tables and adds footnotes clarifying that the On-Site Storage classification does not include storage that is incidental and subordinate to a permitted primary use; and

WHEREAS, all other legal prerequisites to the adoption of this ordinance have occurred.

NOW, THEREFORE, The City Council of the City of St. Helena does hereby ordain as follows:

Section 1: Recitals
The Recitals set forth above are true and correct and are incorporated into this Ordinance.

Section 2: Amendment to SHMC 17.33 (Definitions)
Section 17.33.010 of the St. Helena Municipal Code is hereby amended to read as follows (new language is underlined, deletions are in strikeout):

17.33.010 Definitions of Uses.

On-site storage facilities. The indoor or outdoor storage of materials, products, or equipment on the premises. This definition does not include the storage of goods, inventory, materials, or equipment that are sold, utilized, produced, or maintained as part of a permitted primary use when such storage is incidental and subordinate to that use.

Section 3: Amendment to Table 17.17.020(A)
Table 17.17.020(A) (Use Regulations—Commercial and Mixed-Use Zoning Districts) is hereby amended to replace the term "On-Site Storage Facilities" with "OnSite Storage" and add Footnote 14 to read as follows:

14. This classification does not include the storage of goods, inventory, materials, or equipment associated with a permitted primary use when such storage is incidental and subordinate to that use.

Section 4: Amendment to Table 17.18.020(A)
Table 17.18.020(A) (Use Regulations—Business Professional and Industrial Zoning Districts) is hereby amended to replace the term "On-Site Storage Facilities" with "On-Site Storage” and add Footnote 10 to read as follows:

10. This classification does not include the storage of goods, inventory, materials, or equipment associated with a permitted primary use when such storage is incidental and subordinate to that use.

Section 5: Severability.

If any section, subsection, phrase, or clause of this Ordinance is for any reason held to be unconstitutional, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council would have passed this Ordinance and each and every section, subsection, sentence, clause, or phrase not declared invalid or unconstitutional without regard to whether any portion of the Ordinance would be subsequently declared invalid or unconstitutional.

Section 6: CEQA.

This Ordinance was assessed in accordance with the authority and criteria contained in the California Environmental Quality Act (“CEQA”), the State CEQA Guidelines (the “Guidelines”), and the environmental regulations of the City. The City Council hereby finds that this ordinance is exempt from review under CEQA under Section 15061(b)(3) of the State CEQA Guidelines because it can be seen with certainty that the provisions contained herein would not have the potential for causing a significant effect on the environment.

Section 7: Notice and Effective Date.

This Ordinance was duly noticed to the public. This Ordinance shall take effect and be enforced within thirty (30) days from and after the date of its adoption by the City Council at a second reading and shall be posted and published in accordance with the California Government Code.

THE FOREGOING ORDINANCE was introduced at a regular meeting of the St.

Helena City Council on the 28th day of July, 2026, and was adopted at a regular meeting of the St. Helena City Council on the ___ day of __________, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED ATTEST
________________________________ ________________________________ Paul Jamison Dohring, Mayor Andrew Bradley, City Clerk

17.33 Definitions of Uses
St. Helena Zoning Code | Part V, Page 35
Mining and quarrying of nonmetallic minerals. A facility engaging in the extracting, producing, handling, milling, or other processing of nonmetallic minerals.

Mobile home. As defined in § 18008 of the California Health and Safety Code or manufactured home as defined in § 18007 of the California Health and Safety Code, a movable dwelling constructed on a chassis, designed for use without a permanent foundation, and designed to be connected to utilities.

Excludes manufactured modular housing designed to be placed on a permanent foundation and recreational vehicles, recreational vehicles as defined in § 799.24 of the California Civil Code and § 18010 of the California Health and Safety Code, commercial coaches, and or factory-built housing, as defined in § 19971 of the California Health and Safety Code.

Model home sales office. A dwelling temporarily used as a sales office for on-site sales for a residential development under construction.

Multi-family dwelling. Two or more attached dwelling units on a single lot. Types of multi-family dwellings include duplexes, single room occupancy units, townhouses, and apartment buildings.

Office.

Business, professional, and technology. An office of a firm, organization, or agency providing professional, executive, management, or administrative services, such as accounting, architectural, computer software design, engineering, graphic design, interior design, legal, and tax preparation.

Medical and dental. An office providing consultation, diagnosis, therapeutic, preventive, or corrective personal-treatment services by doctors or dentists; medical and dental laboratories that see patients; licensed acupuncturists; and similar practitioners of medical and healing arts for humans licensed by the State of California. Incidental medical and/or dental research within the office is considered part of the office use if it supports the on-site patient services.

Walk-in clientele. An office providing direct services to patrons or clients without prior appointments. This use classification includes employment agencies, insurance agent offices, real estate offices, travel agencies, utility company offices, and offices for elected officials. It does not include banks or check-cashing facilities, which are separately classified and regulated (see Bank or Financial Institution).

Wholesale office. An office of a wholesale firm excluding storage or on-site shipping and receiving of products.

Winery office (off-site). An office performing off-site administrative functions for a winery.

On-site storage facilities. The indoor or outdoor storage of any materials, products, or equipment on the premises. This definition does not include the storage of goods, inventory, materials, or equipment that are sold, utilized, produced, or maintained as part of a permitted primary use when such storage is incidental and subordinate to that use.

Outdoor dining. An area set up outside the confines of a commercial structure with tables, chairs, and other furnishings for the purpose of offering seating to patrons while selling, offering for sale, and serving food and beverages by an adjoining restaurant in which the same food and beverages are offered for sale, sold, and served.

Outdoor display and sales. The display or sale of any materials, products, or equipment outside of a building.

17.17.010 Commercial and Mixed-Use Zoning Districts
Part III, Page 28 | St. Helena Zoning Code
Chapter 17.17 Commercial and Mixed-Use Zoning Districts Sections:

17.17.010 Purpose and Applicability

17.17.020 Use Regulations

17.17.030 Development Standards

17.17.040 Design Standards

17.17.010 Purpose and Applicability
This Chapter enables commercial and mixed-use development that is suitable to the character of St.

Helena and that supports the daily needs of residents. The commercial and mixed-use districts, which are located generally along the SR29 corridor, serve tourists, City residents, and residents of the unincorporated agricultural areas who have traditionally traveled to St. Helena to shop for goods and services. In the downtown, the zoning districts support higher-density, mixed-use development that expand housing options while supporting retail and commercial services. Included in this Chapter are use regulations, development standards, and design standards for the following commercial and mixed-use districts:

Central Business (CB). The CB Zone is intended to provide for retail, personal service uses, offices, restaurants, hotels/motels, service stations, public and quasi-public uses, and similar and compatible uses that serve local residents’ day-to-day needs, as well as the needs of the surrounding area and tourists. Emphasis is on pedestrian-oriented retail and service uses on the ground floor level, with office and residential uses on the upper levels. This Zone implements the Central Business General Plan Land Use Designation.

Service Commercial (SC). The SC Zone is intended to provide for service and retail uses, restaurants, service stations, hotels, motels, public and quasi-public uses and similar and compatible uses. The designation is intended primarily for service and retail uses that are automobile-oriented or whose operational characteristics and space needs are not considered appropriate for the Central Business District. The intent is for the SC Zone to be primarily local resident-serving in character. Strictly touristserving retail uses are prohibited within this designation. This Zone implements the Service Commercial General Plan Land Use Designation.

Mixed-Use (MU). The MU Zone is intended to provide areas for a mix of medium- and high-density residential unit types and commercial retail, office, restaurant, and open space uses. The Zone supports both vertical and horizontal residential mixed-use development. Residential densities are from 12 to 20 dwelling units per acre. This Zone implements the Mixed-Use General Plan Land Use Designation.

17.17.020 Use Regulations
Table 17.17.020.A: Use Regulations – Commercial and Mixed-Use Zoning Districts, lists the uses permitted (“P”), permitted with a Minor Use Permit (“MUP”) granted by staff-level review, and permitted with a Conditional Use Permit (“CUP”) granted at a public hearing. The right-hand column provides references to additional regulations beyond those of the base zoning district development

Commercial and Mixed-Use Zoning Districts 17.17.020
St. Helena Zoning Code | Part III, Page 29
and design standards. Any projects that qualify for ministerial approval under state law will be processed ministerially as required by that state law.

Table 17.17.020.A: Use Regulations – Commercial and Mixed-Use Zoning Districts Use Classification CB SC MU Additional Regulations
“P” = Permitted; “MUP” = Minor Use Permit; “CUP” = Conditional Use Permit; “―” = Use Not Allowed Residential Uses
Live/work CUP ― MUP Sec. 17.22.140, Live/Work Units
Multi-family dwelling CUP 1 ― CUP 2 3
Single room occupancy CUP 1 ― P 2 Sec. 17.22.210, Single-Room Occupancy Units
Commercial Uses
Adult entertainment ― CUP ― Sec. 17.22.040, Adult-Oriented Businesses
Agricultural supply sales ― P ―
Animal boarding facility/kennel ― CUP ―
Automobile/Vehicle sales and services
Auto rental ― CUP CUP
Auto sales ― CUP ―
Auto service and repair ― CUP ―
Car wash ― CUP ―
Service station CUP CUP ― Sec. 17.22.190, Service Stations Banks and financial institution P 4 P P
Business services
Cleaning and janitorial
services ― P P
Equipment rental and leasing ― CUP CUP
General business service P P P
Printing and copy service P P P
Security service ― P P
Cinema/Theater CUP CUP CUP
Eating and drinking establishments
Bar 5 6 CUP CUP CUP Sec. 17.22.050, Alcoholic
Beverage Sales
Brewpub P P P Sec. 17.22.050, Alcoholic
Beverage Sales

17.17.020 Commercial and Mixed-Use Zoning Districts
Part III, Page 30 | St. Helena Zoning Code
Table 17.17.020.A: Use Regulations – Commercial and Mixed-Use Zoning Districts Use Classification CB SC MU Additional Regulations
“P” = Permitted; “MUP” = Minor Use Permit; “CUP” = Conditional Use Permit; “―” = Use Not Allowed Micro-brewery CUP CUP CUP Sec. 17.22.050, Alcoholic
Beverage Sales
Micro-distillery CUP CUP CUP Sec. 17.22.050, Alcoholic
Beverage Sales
Mobile food vendor CUP CUP P Sec. 17.22.150, Mobile Food Vendor
Restaurant, full service 5 6 7 MUP MUP MUP Sec. 17.22.050, Alcoholic Beverage Sales
Restaurant, limited counter
service P P P
Food and beverage sales
Farmers’ market MUP MUP MUP
Fruit and vegetable market P P P
Grocery store MUP 8 MUP 9 MUP 9
Liquor store CUP CUP CUP
Public market CUP CUP CUP
Winery tasting room 6 CUP CUP CUP Sec. 17.22.050, Alcoholic Beverage Sales
Wine shop MUP MUP MUP
Food preparation ― P CUP
Formula business CUP 10 P 10 CUP 10 Sec. 17.22.120, Formula Businesses
Funeral home and mortuary ― MUP MUP
Health club and fitness center ― MUP MUP
Indoor recreation CUP CUP CUP
Lodging
Bed and breakfast MUP ― MUP Sec. 17.22.080, Bed and
Breakfast Inns
Boarding house ― ― CUP 4
Hotel CUP 11 CUP CUP
Short-term rental ― ― P Sec. 17.22.200, Short-Term
Rentals
Time share CUP CUP ―

Commercial and Mixed-Use Zoning Districts 17.17.020
St. Helena Zoning Code | Part III, Page 31
Table 17.17.020.A: Use Regulations – Commercial and Mixed-Use Zoning Districts Use Classification CB SC MU Additional Regulations
“P” = Permitted; “MUP” = Minor Use Permit; “CUP” = Conditional Use Permit; “―” = Use Not Allowed Maker’s space
Candle-making P P P
Ceramics/pottery MUP MUP MUP
Glass blowing MUP MUP MUP
Jewelry P P P
Multi-media P P P
Model Home Sales Office ― ― MUP
Offices
Business, professional, and
technology P 2 P P
Medical and dental P 2 P P
Walk-in clientele P 4 P P
Winery offices (off-site) ― P/CUP 12 P/CUP 12
Personal services
Hair salon/nail salon/spa P 4 P P
Dry cleaners, drop-off and
pick-up P 4 P P
Laundromat, self-service ― P P
Massage establishment MUP 2 MUP MUP
Tanning salon ― P 2 P 2
Tattoo and piercing CUP ― P
Retail
Art gallery CUP CUP CUP
Building materials and supply ― P ―
Firearm sales ― MUP ―
Furniture store P P P
General retail and
merchandise P P P
Health care equipment ― P P
Nursery, lawn, and garden
supply store ― CUP CUP
Saddle and equestrian store
and repair ― P P

17.17.020 Commercial and Mixed-Use Zoning Districts
Part III, Page 32 | St. Helena Zoning Code
Table 17.17.020.A: Use Regulations – Commercial and Mixed-Use Zoning Districts Use Classification CB SC MU Additional Regulations
“P” = Permitted; “MUP” = Minor Use Permit; “CUP” = Conditional Use Permit; “―” = Use Not Allowed Tobacco/smoke shop CUP CUP CUP
Used merchandise store P P ―
Reupholstery and furniture
repair ― P P
Veterinary clinic ― P ―
Industrial Uses
Contractor’s yard ― CUP ―
Contractor’s shop ― P ―
Custom and artisan
manufacturing ― MUP MUP
Food and beverage
manufacturing/brewery CUP CUP CUP
Transportation, Communications, and Utilities
Communication facilities
Audio/video recording studio ― P P
Telecommunication facility Sec. 17.22.270, Wireless Telecommunication Facilities Emergency services ― CUP ―
Public services, major CUP CUP
Public services, minor ― MUP MUP
Solar energy system Sec. 17.22.240, Solar Energy Systems Transit station and terminal CUP CUP CUP
Agricultural and Extractive Uses
Community garden ― MUP MUP Sec. 17.22.100, Community
Gardens
Winery, large ― CUP ―
Public/Institutional Uses
Amphitheater CUP CUP CUP
Colleges and trade schools ― MUP MUP
Community assembly MUP MUP MUP
Church ― P ―
Cultural institution and museum CUP MUP MUP

Commercial and Mixed-Use Zoning Districts 17.17.020
St. Helena Zoning Code | Part III, Page 33
Table 17.17.020.A: Use Regulations – Commercial and Mixed-Use Zoning Districts Use Classification CB SC MU Additional Regulations
“P” = Permitted; “MUP” = Minor Use Permit; “CUP” = Conditional Use Permit; “―” = Use Not Allowed Day care facility
Seven or more persons ― P MUP
Six or fewer persons ― P P
Government office P P P
Instructional services CUP P P
Low barrier navigation center P ― P
Parking facilities CUP 4 CUP CUP
Senior center P 4 P ―
Accessory Uses – See also Sec. 17.22.020, Accessory Uses Accessory dwelling unit Sec. 17.22.030, Accessory Dwelling Units Catering P P P
Cottage food operations P P P Sec. 17.22.110, Cottage Food Operations
Family day care, large ― ― MUP
Family day care, small ― ― P
Music/entertainment, live or
amplified 6 P/CUP 13 P P/CUP 13
On-site storage facilities14 ― CUP ―
Outdoor dining 6 MUP MUP MUP Sec. 17.22.170, Outdoor Dining and Seating
Outdoor display and sales Sec. 17.22.180, Outdoor Display and Sales Small recycling facility ― MUP MUP Sec. 17.22.220, Small Recycling Facilities

17.17.030 Commercial and Mixed-Use Zoning Districts
Part III, Page 34 | St. Helena Zoning Code
Table 17.17.020.A: Use Regulations – Commercial and Mixed-Use Zoning Districts Use Classification CB SC MU Additional Regulations
“P” = Permitted; “MUP” = Minor Use Permit; “CUP” = Conditional Use Permit; “―” = Use Not Allowed End Notes:
1 Permitted on upper floors only.
2 Permitted on upper floors only for properties fronting onto Main Street. 3 Must be part of a mixed-use development.
4 Not permitted on Main Street.
5 The following are not permitted:
• Establishments serving customers within their vehicles on the premises or preparing beverages or food intended for consumption within their vehicles on the premises. • Music or entertainment which is not accessory to the approved use and/or audible beyond the confines of the building in which such music or entertainment is being performed. • Drive-in for take-out service.
6 Roof top uses are only allowed in the CB and MU zoning districts. 7 Formula and drive-through restaurant establishments are not permitted. 8 Seating is not permitted.
9 Limited to 10,000 gross square feet.
10 A maximum of four formula retail businesses are permitted in any one zoning district. 11 Rental of rooms limited to upper floors only for properties fronting onto Main Street. 12 A CUP is required for non-public wine tasting, offered to wine distributors and wine merchants only. 13 A CUP is required for live or amplified music/entertainment outdoors. 14 This classification does not include the storage of goods, inventory, materials, or equipment associated with a permitted primary use when such storage is incidental and subordinate to that use.

17.17.030 Development Standards
Table 17.17.030.B: Development Standards – Commercial and Mixed-Use Zoning Districts, establishes the development standards for the Commercial Business, Service Commercial, and MixedUse Zoning Districts. The numbers in each illustration refer to corresponding regulations in the table.

Commercial and Mixed-Use Zoning Districts 17.17.030
St. Helena Zoning Code | Part III, Page 35
Table 17.17.030.B: Development Standards – Commercial and Mixed-Use Zoning Districts Standard CB SC MU Key
Density/Intensity
Density n/a n/a Up to 20 du/ac
FAR Max. 2.0 (inclusive of
residential uses) Max. 0.50 Max. 1.0 (inclusive of residential uses) Lot Size
Min. Lot Area 5,000 sq ft 10,000 sq ft 5,000 sq ft
Min. Lot Width None None 45 ft ❶
Floor Area for Individual
Buildings Max. 10,000 sq ft 1 Max. 15,000 sq ft Max. 15,000 sq ft Floor Area per Use Max. 10,000 sq ft 1 None None
Building Frontage
Main Street: 100%
between Spring Street
and Adams Street
alignment; 85%
elsewhere on Main
Street
Min. 60% of lot width Min. 50% of lot width ❷
All other streets: 60%
Max. Height

17.17.030 Commercial and Mixed-Use Zoning Districts
Part III, Page 36 | St. Helena Zoning Code
Table 17.17.030.B: Development Standards – Commercial and Mixed-Use Zoning Districts Standard CB SC MU Key
Principal Structure 35 ft 35 ft Pitched roof: 45 ft/3
stories; 30 ft/2 stories
within 20 ft of a
residential district 30 ft within 25 feet of
a residential district
and facing Oak Street
46 ft for parcels not on
Main Street
Flat roof: 40 ft/3
stories; 26 ft/2 stories
within 20 ft of a
residential district
Accessory Structure 16 ft 16 ft 16 ft
Ground Floor Finished
Floor Elevation
Max. 2 ft above
adjacent right-of-way
Max. 2 ft above
adjacent right-of-way
Nonresidential: Max.
2 ft above adjacent
right-of-way
Residential: Min. 2.5 ft
above adjacent rightof-way
Ground Floor Ceiling
Height
Min. 12 ft Min. 12 ft Nonresidential: Min.
12 ft
Residential: Min. 10 ft
Setbacks
Front Setback Main Street: Max. 5 ft;
Max 8 ft where active
frontage is provided
Min. 25 ft
Nonresidential: Max.
10 ft
❸
Adams Street and Oak
Street: Max. 8 ft
Residential: No
setback allowed north
of Mitchell Dr.; 5-15 ft
everywhere else
Min. Street Side
Setback 0 ft 25 ft 2 0 ft ❹
Min. Interior Side
Setback
0 ft
10 ft per floor 2
0 ft
❺ 10 ft abutting a
residential district
10 ft. abutting a
residential district
Min. Rear Setback
0 ft 15 ft 0 ft
10 ft. abutting a ❻
residential district
yards abutting a
residential property
must have a minimum
of 20 ft 2
10 ft. abutting a
residential district

Commercial and Mixed-Use Zoning Districts 17.17.040
St. Helena Zoning Code | Part III, Page 37
Table 17.17.030.B: Development Standards – Commercial and Mixed-Use Zoning Districts Standard CB SC MU Key
Min. Setback from
Abutting Waterway
Min. 50 ft from top of bank of Napa River
❼ Min. 20 ft from top of bank of all other waterways
Landscaping and Open Space
Private Open Space for
Multi-Family
Development 3
Min. 80 sq ft per unit n/a Min. 120 sq ft per unit
Min. Dimension for
Private Open Space 6 ft n/a 6 ft ❽
Common Usable Open
Space for Multi-Family
Development 3
Min. 150 sq ft per lot n/a Min. 150 sq ft per lot
Min. Dimension for
Common Usable Open
Space
8 ft n/a 15 ft ❾
Paved/Hardscaped
Area n/a n/a Max. 30% of front setback area
Landscaped Area 4 Min 5% of lot area Min. 15% of lot area Min. 10% of lot area Required Buffer
Abutting Agricultural
Use
A landscaped buffer min. 15 ft width with min. 15-gallon street trees at 30 ft on center
End Notes:
1 Only applies to the Main Street Corridor, south of Adams Street. 2 Properties within the Highway 29 Specific Plan must comply with any additional required interior side and rear setbacks established in the Highway 29 Specific Plan EIR. 3 May not include pedestrian access, required landscaped areas, on-site parking or driveway areas, and may not have a slope greater than 10 percent.
4 Landscaped setbacks areas count toward this requirement.

17.17.040 Design Standards
The design standards in this Section apply to all development within the commercial and mixed-use zoning districts. These design standards supplement the development standards of Table

17.17.030.B: Development Standards – Commercial and Mixed-Use Zoning Districts.

A. General Standards. All development is subject to the provisions of Part IV, Citywide Standards.

B. Highway 29 Specific Plan Applicability. Properties within the Highway 29 Specific Plan area shall meet the requirements of the Highway 29 Specific Plan as well as the design standards of this Section 17.17.040, Design Standards.

17.17.040 Commercial and Mixed-Use Zoning Districts
Part III, Page 38 | St. Helena Zoning Code
C. Residential Development in the Mixed-Use Zoning District. Buildings where a minimum of two-thirds of the floor area of the building is residential must meet the requirements of Section 17.16.040, Design Standards, as well as those of this Section 17.17.040, Design Standards.

D. Building Orientation.

1. Building entrances must be oriented toward public rights-of-way or internal walkways.

2. Building design must prevent direct visual access into adjacent residential properties.

Where a new or existing primary interior residential space has an uninterrupted line of sight to windows of a primary interior space at the same floor level within 20 horizontal feet, the glazing of the new windows shall be offset horizontally from the existing glazing by a minimum of 24 inches.

E. Building Articulation. Any building over 125 feet in width shall be broken down to read as a series of buildings no wider than 75 feet each.

Figure 17.17.040.A: Building Articulation
F. Building Facades Visible from a Public Street.

1. Horizontal articulation must include a differentiated base, a roof cornice line or parapet, and an eave, awning, overhang, transom feature, belt course, or other architectural element that frames the middle section of the building.

2. Buildings or portions of buildings over two stories must include articulation for the top story of the building. This may be accomplished through a change in color, change in material, a cornice/belt course at the bottom of the uppermost floor, change in roof pitch (such as a gable), or an upper-story step-back.

Commercial and Mixed-Use Zoning Districts 17.17.040
St. Helena Zoning Code | Part III, Page 39
Figure 17.17.040.B: Building Façade Visible from Public Street

3. Awnings must be of a durable, commercial grade fabric, canvas, or similar material with a matte finish.

4. Canopies must be constructed of wood or other natural materials in keeping with materials used historically in the City.

G. Upper-Story Window Design.

1. Upper-story windows must have a height equal to or greater than their width.

2. Trim at least one-half inch in depth must be provided around all windows, or windows must be recessed at least three-quarter inches from the plane of the surrounding exterior wall. Foam is not a permitted trim material.

Figure 17.17.040.C: Upper-Story Window Design

17.17.040 Commercial and Mixed-Use Zoning Districts
Part III, Page 40 | St. Helena Zoning Code
H. Exterior Building Materials and Colors.

1. Building materials that support and enhance the architectural vernacular of the City must be used in all new developments. There are many materials that may be used to achieve this goal, including plaster or stucco, brick, native or artificial stone finishes, form board concrete finishes, board and batten siding, and horizontal siding (except as provided in subsection 1.c.

2. In addition, corrugated metal may be used as a roof or siding material in all commercial and mixed-use zoning districts.

3. Specifically prohibited materials include unplastered, unpainted, or painted concrete block, and vinyl or aluminum siding.

4. The palette of materials and colors on a building must be applied to all sides of the building.

5. A palette of contrasting colors is required along Main Street within the CB and MU Districts.

I. Front and Street Side Setback Improvements. Where front or street side setbacks are required, these areas must be improved with planters, paving, low walls, climbing vines, outdoor dining/seating areas, or other features that:

1. Visually distinguish parking areas from pedestrian areas;

2. Emphasize the building entrance and any on-site open space; and

3. Frame required building transparency.

J. Refuse and Recycling Area Enclosures.

1. Container Materials. Containers used for the collection and storage of refuse and recyclable materials shall be constructed of a durable waterproof and rustproof material, covered when the site is not attended, secured from unauthorized entry or removal of material and shall be of a capacity sufficient to accommodate materials collected between collection schedules.

2. Enclosure Materials. Unless specifically waived by the design review processes described in Chapter 17.05, Planning Permits and Approvals, all development projects shall have a refuse enclosure constructed of such materials as to be opaque and of sufficient size to permit the storage, removal, and replacement of standard commercial size refuse containers. No collection, storage or stacking of refuse is permitted outside the refuse enclosure.

3. Drainage. The floor of the enclosure shall have a drain that connects to the sanitary sewer system.

K. Design Standards in the CB and MU Districts Only.

1. Building Transparency/Required Openings on Main Street in the CB and MU Districts.

Exterior walls facing and within 40 feet of a street facing lot line or pedestrian walkway must include windows, doors, or other openings for at least 70 percent of the building wall area and located between two and seven feet above the level of the sidewalk or

Commercial and Mixed-Use Zoning Districts 17.17.040
St. Helena Zoning Code | Part III, Page 41
walkway. These walls may run in a continuous plane for no more than 10 feet without transparency or an opening.

Figure 17.17.040.D: Façade Transparency on Main Street in the CB and MU District a. Design of Openings. Openings fulfilling this requirement must have transparent glazing and provide views into work areas, display areas, sales areas, lobbies, or similar active spaces, or into window displays that are at least three feet deep.
b. Exceptions for Parking Garages. Multi-level garages are not required to meet the ground-floor transparency requirement.
c. Reductions. The building transparency requirement may be reduced or waived upon finding that:
i. The proposed use has unique operational characteristics with which providing the required windows and openings is incompatible; and ii. Street-facing building walls will exhibit architectural relief and detail and will be enhanced with landscaping in such a way as to create visual interest at the pedestrian level.

2. Buildings with Main Street Frontage in the CB and MU Districts. a. Buildings must be oriented to face Main Street with the primary entrance on Main Street.
b. Building entrances must be either covered or recessed a minimum of four feet from the building façade.
c. Buildings on corner parcels must be placed at the intersection of the front and side setback lines for a minimum of 30 feet along both setback lines.

17.17.040 Commercial and Mixed-Use Zoning Districts
Part III, Page 42 | St. Helena Zoning Code
Figure 17.17.040.E: Buildings with Main Street Frontage

3. Off-Street Parking in the MU District.
a. Off-street parking spaces may not be accessed from the front of the lot. b. Off-street parking spaces may not be located within 40 feet of a street-facing property line. Exceptions may be granted through Design Review upon finding that:
i. The design incorporates habitable space built close to the street frontage to the maximum extent feasible;
ii. The site is small and constrained such that underground parking or surface parking located more than 40 feet from the street frontage is not feasible; and
iii. A screen wall designed to match the building materials of the primary building or a row of landscaping screens any off-street parking located within 40 feet of the street frontage.

L. Design Standards in the SC District Only.

1. Frontages.
a. Building design must emphasize active frontages and establish a connection to the right-of-way street.
b. Frontages must feature at least one entry.
c. Buildings more than 50 feet in length along a right-of-way must incorporate at least one recessed entry with a minimum depth of six feet from the front façade.
d. The width of the recessed entry must be appropriate relative to the size of the building, with the maximum ratio of building height to entry recess 2.5:1 (height less than 2.5 x width).

Commercial and Mixed-Use Zoning Districts 17.17.040
St. Helena Zoning Code | Part III, Page 43

2. Building Transparency/Required Openings. Exterior walls facing and within 40 feet of a street facing lot line or pedestrian walkway must include windows, doors, or other openings for at least 40 percent of the building wall area and located between two and seven feet above the level of the sidewalk or walkway. These walls may run in a continuous plane for no more than 15 feet without transparency or an opening.

Figure 17.17.040.F: Building Transparency for SC District a. Design of Openings. Openings fulfilling this requirement must have transparent glazing and provide views into work areas, display areas, sales areas, lobbies, or similar active spaces.
b. Reductions. The building transparency requirement may be reduced or waived upon finding that:
i. The proposed use has unique operational characteristics with which providing the required windows and openings is incompatible; and ii. Street-facing building walls will exhibit architectural relief and detail and will be enhanced with landscaping in such a way as to create visual interest at the pedestrian level.

3. Off-Street Parking Areas in the SC District.
a. Off-street parking spaces may not be located within 10 feet of a street-facing property line. For properties within the Highway 29 Specific Plan area, refer to that Plan for the location and design of proposed parking areas. b. Curb cuts are limited to one per 80 linear feet of any one street-facing frontage.

17.18.010 Business and Industrial Zoning Districts
Part III, Page 44 | St. Helena Zoning Code
Chapter 17.18 Business and Industrial Zoning Districts
Sections:

17.18.010 Purpose and Applicability

17.18.020 Use Regulations

17.18.030 Development Standards

17.18.040 Design Standards

17.18.010 Purpose and Applicability
This Chapter encourages business and industrial uses by providing areas exclusively for development subject to regulations necessary to ensure the protection of adjoining uses. This Chapter establishes use regulations, development standards, and design standards for the Business and Professional Office and Industrial Zoning Districts as follows:

Business and Professional Office (BPO). The BPO Zone is intended to provide for professional and administrative offices, medical and dental offices, research and development uses, financial institutions, public and quasi-public uses, and similar and compatible uses. Residential uses in this designation can be considered for a building’s upper floors. This Zone implements the Office General Plan Land Use Designation.

Industrial (I). The I Zone is intended to provide for industrial parks, warehouses, light manufacturing, auto and farm-related equipment sales and repairs, viticulture, and winery support services and similar and compatible uses. This Zone implements the Industrial General Plan Land Use Designation.

17.18.020 Use Regulations
Table 17.18.020.A: Use Regulations – Business and Industrial Zoning Districts lists the uses permitted (“P”), permitted with a Minor Use Permit (“MUP”) granted by staff-level review, and permitted with a Conditional Use Permit (“CUP”) granted at a public hearing. The right-hand column provides references to additional regulations beyond those of the base zoning district development and design standards. Any projects that qualify for ministerial approval under state law will be processed ministerially as required by that state law.

Table 17.18.020.A: Use Regulations – Business and Industrial Zoning Districts Use Classification BPO I Additional Regulations
“P” = Permitted; “MUP” = Minor Use Permit; “CUP” = Conditional Use Permit; “―” = Use Not Allowed Residential Uses
Emergency shelters P ―
Live/Work MUP CUP Sec. 17.22.140, Live/Work Units
Multi-family dwellings CUP 1 ―
Single room occupancy (SRO) CUP 1 ― Sec. 17.22.210, Single Room Occupancy Units

Business and Industrial Zoning Districts 17.18.020
St. Helena Zoning Code | Part III, Page 45
Table 17.18.020.A: Use Regulations – Business and Industrial Zoning Districts Use Classification BPO I Additional Regulations
“P” = Permitted; “MUP” = Minor Use Permit; “CUP” = Conditional Use Permit; “―” = Use Not Allowed Commercial Uses
Agricultural supply sales ― P
Animal care and service
Animal boarding facility/kennel ― CUP
Veterinary clinic ― P
Automobile/Vehicle sales and services
Farm/Agricultural equipment sales,
service, and rental ― P
Towing and impound yard ― CUP
Banks and financial institutions P ―
Business services
Equipment rental and leasing ― P
General business services P P
Printing and copy services P P
Security services ― P
Eating and Drinking Establishments
Brewpub ― CUP See Sec. 17.22.050, Alcoholic
Beverage Sales
Maker’s space
Candle-making MUP P
Ceramics/pottery MUP P
Glass blowing MUP P
Jewelry P P
Multi-media MUP P
Mobile food vendor CUP CUP Sec. 17.22.150, Mobile Food
Vendors
Food preparation ― P
Funeral homes and mortuaries ― P
Health clubs and fitness centers MUP P
Heavy equipment repair ― P
Indoor recreation ― CUP

17.18.020 Business and Industrial Zoning Districts
Part III, Page 46 | St. Helena Zoning Code
Table 17.18.020.A: Use Regulations – Business and Industrial Zoning Districts Use Classification BPO I Additional Regulations
“P” = Permitted; “MUP” = Minor Use Permit; “CUP” = Conditional Use Permit; “―” = Use Not Allowed Offices
Business, professional, and
technology P ―
Medical and dental P ―
Walk-in clientele P ―
Wholesale offices P 2 ―
Winery offices (off-site) P/CUP 3 ―
Personal services
Massage establishment P ―
Retail
Building materials and supply P
Firearm sales ― MUP
Health care equipment P ―
Saddle and equestrian store and
repair ― P
Reupholstery and furniture repair ― P
Industrial Uses
Commercial laundry ― P
Construction and material yard ― P4
Contractor shop ― P
Contractors' office and showroom,
excluding storage yard P ―
Contractors’ yard ― P
Crop service ― P
Custom and artisan manufacturing MUP MUP
Dry cleaning facility ― P
Fuel storage ― CUP
Industrial, general ― MUP 4
Manufacturing, packaging, and
processing ― CUP
Micro-brewery ― CUP See Sec. 17.22.050, Alcoholic
Beverage Sales

Business and Industrial Zoning Districts 17.18.020
St. Helena Zoning Code | Part III, Page 47
Table 17.18.020.A: Use Regulations – Business and Industrial Zoning Districts Use Classification BPO I Additional Regulations
“P” = Permitted; “MUP” = Minor Use Permit; “CUP” = Conditional Use Permit; “―” = Use Not Allowed Micro-distillery ― CUP Sec. 17.22.050, Alcoholic
Beverage Sales
Research and development CUP P/CUP 5
Storage, personal ― CUP
Tanks for storage ― CUP
Warehousing, wholesale, and
distribution ― P 4
Wine warehousing ― CUP
Transportation, Communications, and Utilities
Communication facilities
Audio/video recording studio ― P
Telecommunications Sec. 17.22.270, Wireless Telecommunications Facilities Emergency services ― CUP 6
Public services, major (City facilities
only) P P
Public services, major CUP CUP
Public services, minor (City facilities
only) P P
Public services, minor MUP MUP
Solar energy systems Sec. 17.22.250, Solar Energy Systems Transit stations and terminals ― CUP
Agriculture and Extractive Uses
Mining and quarrying of nonmetallic
minerals ― CUP7
Wineries, large ― CUP8
Public/Institutional Uses
Colleges and trade schools CUP ―
Community assembly CUP ―
Day care facility
Seven or more persons CUP ―
Six or fewer persons MUP ―
Government offices CUP CUP
Hospitals and clinics P ―

17.18.020 Business and Industrial Zoning Districts
Part III, Page 48 | St. Helena Zoning Code
Table 17.18.020.A: Use Regulations – Business and Industrial Zoning Districts Use Classification BPO I Additional Regulations
“P” = Permitted; “MUP” = Minor Use Permit; “CUP” = Conditional Use Permit; “―” = Use Not Allowed Instructional Services ― P
Low barrier navigation center P ―
Parking facilities CUP ―
Schools CUP ―
Accessory Uses – See also Sec. 17.22.020, Accessory Uses Accessory dwelling unit Sec. 17.22.040, Accessory Dwelling Units Beekeeping P Sec. 17.22.070, Beekeeping
Caretaker residence 9 ― MUP
Cottage food operations P ― Sec. 17.22.110, Cottage Food Operations
Family day care, large CUP ―
Family day care, small P ―
On-site storage 10 facilities CUP CUP
Small recycling facility MUP MUP Sec. 17.22.220, Small Recycling Facilities
End Notes:
1 Permitted on upper floors only.
2 Storage or on-site shipping and receiving of products not permitted. 3 CUP required for nonpublic wine tasting, offered to wine distributors and wine merchants only. No public sales or tasting allowed.
4 CUP required where adjacent to property zoned residential or an existing residential use. 5 A CUP is required when uses involve the use of hazardous substances. 6 May include cooking and sleeping facilities for employees on duty only. 7 Subject to the provisions of the Surface Mining and Reclamation Act of 1975 (§§ 2710 et seq. of the Public Resources Code).
8 Retail sales and tasting not permitted.
9 Residence must be occupied by employees and their immediate families, employed for the purpose of onsite management, maintenance, or upkeep. Temporary business guests and employees on temporary assignment are also allowed to reside in the unit.
1This classification does not include the storage of goods, inventory, materials, or equipment associated with a permitted primary use when such storage is incidental and subordinate to that use.

Business and Industrial Zoning Districts 17.18.030
St. Helena Zoning Code | Part III, Page 49

17.18.030 Development Standards
Table 17.18.030.B: Development Standards – Business and Industrial Zoning Districts establishes the development standards for the Business and Professional Office and the Industrial Zoning Districts. The numbers in each illustration refer to corresponding regulations in the table.

Table 17.18.030.B: Development Standards – Business and Industrial Zoning Districts Standard BPO I Key
Density/Intensity
Density Max. 20 du/ac n/a
FAR Max. 0.50
Max. 0.50 for uses
including < 90%
warehousing
Max. 0.60 for uses
including ≥90%
warehousing
Lot Size
Min. Lot Area 7,000 sq ft 20,000 sq ft
Min. Lot Width none 100 ft ❶
Height
Principal Structure
30 ft 45 ft
No roof pitch must be
less than 4:12
35 ft within 100 feet of a
residential, A-20, or W
district

17.18.040 Business and Industrial Zoning Districts
Part III, Page 50 | St. Helena Zoning Code
Table 17.18.030.B: Development Standards – Business and Industrial Zoning Districts Standard BPO I Key
Setbacks
Min. Front Setback 20 ft 25 ft from
any street
or public
right-ofway
(whichever
is closer)
35 ft from a
residential,
A-20, or W
district
❷
Min. Street Side Setback 10 ft ❸
Min. Interior Side Setback 10 ft ❹
Min. Rear Setback 15 ft ❺
Min. Setback from Abutting Waterway
Min. 50 ft from top of bank of Napa River ❻ Min. 20 ft from top of bank of all other waterways Landscaping and Open Space
Private Open Space for Multi-Family
Development Min. 80 sq ft per unit n/a
Min. Dimension for Private Open Space 6 ft n/a ❼
Landscaped Area 1 Min. 15% of lot area. Min. 10% of lot area.

Required Buffer Abutting Agricultural Use
and Residential Uses
A landscaped buffer min. 15 ft width with street trees
at 30 ft on center
End Note:
1 Landscaped setback areas count toward this requirement.

17.18.040 Design Standards
A. General Standards. All development is subject to the provisions of Part IV, Citywide Standards).

B. Residential-Mixed-Use Buildings. Buildings where a minimum of two-thirds of the floor area of the building is residential must meet the requirements of Section 17.16.040, Design Standards, as well as those in this Section 17.18.040, Design Standards. In the event of a conflict between the standards of these two Sections, the most restrictive shall apply.

C. Design Standards in the BPO District.

1. Building Design. Building design must emphasize active frontages and establish a connection to the right-of-way street.
a. Frontages must feature at least one entry.
b. Buildings more than 50 feet in length along a right-of-way must incorporate at least one recessed entry with a minimum depth of six feet from the front façade.

2. Building Facades Visible from a Public Street. Horizontal articulation must include an eave, awning, overhang, a differentiated building base, or other architectural element that articulated the building facade.

Business and Industrial Zoning Districts 17.18.040
St. Helena Zoning Code | Part III, Page 51

3. Front and Street Side Setback Improvements. Where front or street side setbacks are provided, these areas must be improved with planters, paving, low walls, climbing vines, outdoor dining/seating areas, or other features that:
a. Visually distinguish parking areas from pedestrian areas; b. Emphasize the building entrance and any on-site open space; and c. Frame the buildings ground-level windows.

4. Fencing. No fence in the front setback may exceed three feet in height. All other fencing outside the front setback may not exceed six feet in height.

5. Trash Enclosures. Unless specifically waived by the design review processes described in Chapter 17.05, Planning Permits and Approvals, all development projects shall have a refuse enclosure constructed of such materials as to be opaque and of sufficient size to permit the storage, removal, and replacement of standard commercial size refuse containers. No collection, storage or stacking of refuse is permitted outside the refuse enclosure. Trash enclosures must be illuminated for nighttime security and use.

6. Parking. Parking spaces may be paved with all-weather pervious materials, but travelways must be of concrete or asphalt.

D. Design Standards in the I District.

1. Building Design. Buildings more than 50 feet in length along a right-of-way must incorporate at least one recessed entry with a minimum depth of six feet from the front façade.

2. Building Facades Visible from a Public Street. Horizontal articulation must include an eave, awning, overhang, a differentiated building base, or other architectural element that articulated the building facade.

3. Front and Street Side Setback Improvements. Where front or street side setbacks are provided, these areas must:
a. Visually distinguish parking areas from pedestrian areas; b. Emphasize the building entrance and any on-site open space; and c. Frame the building’s ground-level windows.

4. Required Screening abutting a Non-Industrial District. a. Abutting all Residential Districts. Where abutting a residential district, an eight-foot opaque, landscaped, soundproofed wall is required. b. Abutting all Non-Industrial and Non-Residential Districts. Where abutting a non-industrial or non-residential district, an eight-foot opaque landscaped fence or wall is required. The eight-foot screening element need not be located on the property line.

5. Landscaped Buffer. In addition to the requirements of Table 17.18.030.B:

Development Standards – Business and Industrial Zoning Districts, landscape requirements for buffer areas are as follows:

17.18.040 Business and Industrial Zoning Districts
Part III, Page 52 | St. Helena Zoning Code
a. A landscaped buffer at least 25 feet in width with street trees at 30 ft on center is required along all street frontages;
b. Trees shall be at least 15-gallon size at time of planting; and c. Ground cover must be installed under trees and maintained in accordance with approved plans.

Figure 17.18.040.A, Landscape Buffer

6. Fencing. No fence in the front setback may exceed three feet in height. All other fencing outside front setback may not exceed eight feet in height. a. An eight-foot opaque landscaped fence or wall (side/rear setback) is required where abutting a non-industrial zone. If a residential zone abuts the property, subsection 6.b applies;
b. An eight-foot opaque, landscaped, and soundproofed wall is required where abutting a residential zone.

7. Parking and Loading.
a. Off-street parking is not permitted in the required front setback. If a property is located in the Highway 29 Specific Plan area, the parking site design must comply with the standards of the Specific Plan if more restrictive. b. Parking spaces may be paved with all-weather dust-free pervious materials; however, travelways must be of concrete or asphalt.
c. No loading/unloading may be conducted in a public right-of-way.

Business and Industrial Zoning Districts 17.18.040
St. Helena Zoning Code | Part III, Page 53
d. There must be at least one off-street loading space per use. Additional loading dock and truck standing requirements must be based on proposed uses and must ensure that trucks will not block traffic or obstruct on-street parking spaces. Additional requirements may be specified as a condition of a Conditional Use Permit.

8. Other Standards.
a. An interior fire sprinkler system approved by the Chief Building Official must be installed in all buildings.
b. One-hour minimum fire-resistant construction on all exterior walls within 10 feet of all property lines must be installed. Fire resistant construction of interior walls shall be determined by type of occupancy and approved by the Chief Building Official.
c. Low flow (water restricting) plumbing devices shall be installed.

Agenda Report to the City Council
Agenda Section: OLD BUSINESS
Department: Community Services Department - Parks and Recreation Division DATE: July 28, 2026
FROM: Ashley Sylvester, Director of Community Services Department SUBJECT: Consideration and proposed approval of a resolution approving a facility use agreement between the City of St. Helena and St.

Helena Little League for the use of baseball facilities located at Crane Park.

RECOMMENDED
ACTION:

City Staff recommend approving the proposed resolution
approving the facility use agreement between the City of St.

Helena and St. Helena Little League.

PREVIOUS COUNCIL
ACTION:

City Council Resolutions 97-32 (1997) and 2018-80 (2018)

STATEMENT OF THE
PURPOSE:

St. Helena Little League and the City of St. Helena wish to enter into a long-term facility use agreement for the shared use of baseball facilities at Crane Park to support local Little League activity.

FINANCIAL IMPACT: There is no change to fiscal impact with the approval of this resolution from what is currently accounted for in approved City budgets. The proposed agreement updates the terms and
agreements of the previous agreement, with an impact on City staff expected to be similar to what is in place with the existing agreement. Any future facility improvements will either be funded directly by St. Helena Little League or will come forward as a proposed CIP project with accompanying budget requests.

CEQA DETERMINATION: Not a CEQA Project (CEQA Guidelines §15378) BACKGROUND:

The City owns certain real property in the City of St. Helena commonly known as Crane Park.

On November 4, 1966, City and Napa Valley Little League, Inc., a non-profit group d.b.a. St.

Helena Little League (Little League), entered into an Agreement and Lease wherein the City leased to Little League a portion of Crane Park for the purpose of allowing Little League to develop the leased premises with two baseball diamonds and use the baseball diamonds for Little League baseball. The Lease term commenced on April 1, 1967, and ran for an initial period of 30 years through and including March 31, 1997. On March 25, 1997, the St. Helena

City Council adopted Resolution No. 97-32 renewing the lease for an additional 20-year term commencing on April 1, 1997, and expiring on March 31, 2017. On June 26, 2018, the St.

Helena City Council adopted Resolution 2018-80 renewing the lease for an additional 5-year term, extending the lease through June 2023. A part of the 2018 agreement included renovation and updates to the baseball facilities, which St. Helena Little League undertook in 2021 and 2023. In recognition of Little League’s dedication to delivering a long-standing community benefit, as well as their commitment to providing past and future facility improvements, both the City and Little League are interested in entering into an updated and extended facilities use agreement that provides for a robust Little League program, a comprehensive maintenance plan, and a coordinated used of a community-wide asset.

DISCUSSION:

St. Helena Little League provides a valuable service to our community by providing the opportunity for hundreds of youth to take part in baseball and softball activities on an annual basis. In order for the program to successfully take place, SHLL requires a consistent space for the players and families to practice, play games, and gather. In addition to their regularly scheduled activities, SHLL provides community gathering opportunities in the form of community events such as the opening day festivities and end of year celebrations.

Over the terms of this agreement, Little League has operated in good faith, worked collaboratively with City Staff on facility use and maintenance needs, and made improvements to the facility that have benefited both Little League participants and the overall community. Of recent note was the contribution of new sod on the two baseball fields, which was donated and installed by Little League, estimated at approximately $50,000, as well as improvements to the grandstands and dugout areas estimated at approximately $300,000. The city's cost for water for the ball field is approximately $60,000 per year and is absorbed by the city.

In Fall 2024, Little League representatives and City staff picked up conversations about entering into a new and extended facilities use agreement. Since the terms of the existing lease have been in place for over twenty years, City Staff, the City Attorney, and Little League Board recommend entering into a new agreement to ensure the terms, each party's responsibilities, and process for potential future facility improvements are accurately defined.

Over the past two years, the two parties represented by city staff and board members have changed, have negotiated in good faith and brought forward a draft agreement for the Council's consideration.

The draft agreement includes defined use times that meet the needs of Little League, as well as community use, maintenance standards and roles, and a defined process for any future proposed facility improvements. The agreement has been put together with input and review from the Little League Board of Directors, the City Attorney, and City staff in the Recreation and Public Works Departments.

While not comprehensive of all areas within the agreement, a high-level framework of facility usage, maintenance responsibilities, and term length are highlighted below:

Steering Committee:

A steering committee will consist of representatives from St. Helena Little League, Parks and Recreation, and Public Works. This group will meet, at a minimum, twice annually and will be responsible for reviewing and setting facility standards, be the points of contact for maintenance and scheduling matters, and ensuring regular communication and ongoing collaboration between the two agencies.

Facility Use:
- Little League Season: January – June
• Little League has exclusive scheduled use of the baseball facilities • City may schedule use during this time, when not in use by Little League, and by confirming with representatives from the Steering Committee • When ball fields are not in use for Little League activities, they will remain open and accessible for community access
- Little League Postseason: July 1 -July 31
• Little League has priority scheduling use to accommodate postseason and/or all-star activities.
• Dates of use will vary from year-to-year, based on regular season outcomes. • The City, or other parties approved by the City, may schedule use during this time, when not in use by Little League and by confirming with representatives from the Steering Committee.
• When ball fields are not in use for Little League activities, they will remain open and accessible for community access.
• The City will be provided access to implement 4th of July festivities. - Offseason: August – December
• The City, or other parties approved by the City, may schedule programs during this time.
• When not scheduled for use, ball fields will remain open and accessible for community access.

Maintenance Responsibilities:
- City Responsibilities (year-round)
• Mow outfields
• Maintain irrigation system
• Trim and manage trees
• Pest control and weed abatement
• Maintain restrooms, walkways, fences, fountains, trash receptacles and all shared park amenities in accordance with the established maintenance procedures and schedules.

• Provide space for Little League Board meetings
• Pay and provide access to all utilities
- Little League Responsibilities (during Little League Season and Postseason) • Mow and maintain infield areas, including weed abatement • Prepare fields (lining, dragging, mound work, equipment) for all game and practice use • Conduct minor repairs to the irrigation system (such as sprinkler head adjustment or replacement)
• Clean and maintain dugouts, snack bar, grandstands, batting cages • Inspect baseball facilities and report safety and/or maintenance concerns • Manage, install, and remove temporary signage on an agreed-upon schedule • Prepare facility for hand-off to City staff between postseason and offseason periods Term Length:

The contract is designed to balance the needs of the Little League and the City. it provides the Little League with a relatively long-term agreement with an adjusted opted clause that only states either party can terminate the agreement with cause in the event of a material breach by either party.
- The key terms are as follows:
• 20-Year Agreement
• Status updates are provided to Parks and Recreation Commission and/or City Council every five years
• Maintenance responsibilities and schedule of use are amendable as an exhibit within the agreement.

The terms were discussed at the January 27, 2026, City Council at great length and followed up with from staff and the City Attorney. City Staff have removed a previous termination clause that stated either party can terminate the agreement with 12-month notice. Staff would like to make note that the City Attorney advised city staff of the risk to remove that and that extenuating circumstances of the property would most likely be the only cause to enact a termination, as well as the potential of St. Helena Little League being disbanded at some point in time due to low enrollment or unforeseen circumstances. However, as both parties have continued to act in good faith with previous agreements and the weighing of considerations and recommendation, in this instance, we accept the risk and have removed the previous 12- month termination clause from the agreement.

ENVIRONMENTAL REVIEW:

GOAL:

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

1. Presentation - St. Helena Little League

2. St. Helena Little League Agreement- Final

3. St. Helena Little League Agreement Resolution-2026 FINAL

City of St. Helena and
St. Helena Little League
Agreement
July 28, 2026
City Staff: Ashley Sylvester, Director of Community Services

Background
 1966 - Original agreement. Land leased to Little League to develop ballfields and implement a Little League program  30-year term; 20-year renewal (1966-2017)
 2018 – Five-year agreement, with automatic renewals.
 Included renovation responsibilities
 New sod in 2021; Renovated grandstands in 2023
 Present Day - Currently on automatic renewal of 2018 agreement  2023 both parties wish to enter into an updated and
extended agreement; discussions continued through
January 2026 when previously presented
 Both parties have come to a 20-year agreement with an automatic 20- year renewal with 1- year lead of optional negotiations prior to renewal if either party decides

Facility Use
Little League Season: January – June
• SHLL has exclusive scheduling use
• City may schedule when not being utilized
• Remains open to the Community when not in use
Little League Postseason: July 1 – July 31
• SHLL has priority to schedule to accommodate postseason schedule
• City, or others approved by City, may schedule use when not in use by SHLL
• Remains open to the Community when not in Use
Offseason: August – December
• City, or others approved by the City, may schedule programs during this time
• Remains open to the community when not scheduled for use

Maintenance
Responsibilities
• Mow Outfields year-round, Infields During Offseason
• Maintain Irrigation System
• Trim and Manage Trees
• Pest Control and Weed Abatement
• Maintain all common amenities within the park (restrooms, fountains, fences, walkways, etc.)
• Provide space for SHLL Board meetings
• Pay and Provide all Utilities
City
• Mow and Maintain Infields
• Prepare Fields for Play
• Minor Irrigation Repairs
• Clean and Maintain Dugouts, grandstands, snack bar, batting cages • Inspect Baseball Facilities and Report Issues
• Manage Temporary Signage
• Prepare for seasonal hand-off of facilities
SHLL (During Season)

Steering
Committee
Consist of representatives from St. Helena Little League, Parks and Recreation, and Public Works
Will meet, at a minimum, twice annually
Responsible for reviewing and setting facility standards, maintenance schedules and coordinating facility use
Ensuring regular communication and ongoing
collaboration between the two agencies

Term Length
Term Length
Most Recent/Current Agreement is for five years, with automatic annual continuation
SHLL and City Request 20-year
term agreement
- Continuity of the program
- Support capital fundraising
efforts
Current 2018 Agreement has a (90) Day Written termination notice for any reason City Staff has removed previous termination for any reason clause. City attorney has noted risk with doing so and the city looks to move forward with that removal.

Addition to
Contract
Add to Section 11. Terms
“This Agreement shall automatically renew for an additional twenty (20) years at the conclusion of the term unless either party gives written notice at least one (1) year prior to the termination date, during which time, pursuant to mutual agreement, the Parties may engage in negotiations for the continuation or revision of the Agreement.”
Add in inclusive language for
Softball to Section

Play Ball!
Thank you

83578.00008\42951235.1
1 FACILITIES USE AGREEMENT
BETWEEN CITY OF ST. HELENA AND NAPA VALLEY LITTLE LEAGUE, INC.

This Facilities Use Agreement (the “Agreement”) is made and entered into this January 13, 2026 (“Effective Date”), by and between the City of St. Helena, a California municipal corporation (“the City”), and Napa Valley Little League, Inc., a California non-profit corporation d.b.a. St.

Helena Little League (“SHLL”). City and SHLL are sometimes referred to hereinafter individually as a “Party” and collectively as the “Parties”.

RECITALS
A. City owns certain real property in the City of St. Helena, County of Napa, State of California, located at 360 S. Crane Ave. and commonly known Crane Park, which includes two baseball fields (east and west fields) with grandstands for each field, batting cages, a storage shed used for storage of SHLL’s equipment, a snack bar located in between the two fields, and associated facilities (collectively “Crane Park Baseball Facilities”) as illustrated in Exhibit A.

B. On November 4, 1966, the Parties entered into an Agreement and Lease, whereby, amongst other terms, the Parties agreed that SHLL would construct two Little League baseball fields and accompanying facilities, including a stadium or bleachers, as well as storage and concession sales rooms for the exclusive use of SHLL. Said Agreement and Lease provided for a term of thirty (30) years, with an option for extension of an additional twenty (20) years.

C. On February 26, 1997, SHLL requested approval of City of the exercise of the twenty (20) year option, and on March 25, 1997, the City approved Resolution No. 97-32, extending the Agreement and Lease for an additional period of twenty (20) years.

D. On July 1, 2018, the Parties entered into a new Agreement providing for the use and management of the Crane Park Baseball Facilities for five (5) years, with the automatic renewal thereof until such time that the Parties wish to change the length or nature of the agreement.

E. The 2018 Agreement anticipated certain renovations and updates to the Crane Park Baseball Facilities, which SHLL undertook at its sole substantial cost in 2023.

F. City and SHLL hereby wish to enter into an amended and restated agreement whereby the City authorizes SHLL to use Crane Park as provided in this Agreement.

In recognition of SHLL’s commitment to the construction, maintenance, and continued improvement of the Crane Park Baseball Facilities, City and SHLL wish to again enter into to a long-term agreement whereby the Parties agree upon the terms for SHLL’s use and maintenance of the Crane Park Baseball Facilities as provided in this Agreement.

83578.00008\42951235.1
2 NOW, THEREFORE, in accordance of the mutual covenants and promises contained in this Agreement and other good and valuable consideration, receipt of which is hereby acknowledged, it is agreed as follows:

1. The Recitals set forth above are incorporated herein.

2. USE OF FACILITIES.

The City permits SHLL to use the Crane Park Baseball Facilities for a youth baseball and softball program, as set forth in this Agreement.

A. Little League Season - January 15 through June 30. During the period from January 15 through June 30 of each year (the “Little League Season”) during the Term of this Agreement, SHLL shall have exclusive scheduled use of the Crane Park Baseball Facilities to operate a youth baseball and softball program. In advance of each season and no later than January 1, SHLL shall submit a schedule of anticipated use to the City. During the Little League Season, the City may utilize fields for other activities and events when not in use by SHLL by coordinating with SHLL’s representatives on the Steering Committee (defined below) to avoid any overlap or negative impact to scheduled SHLL activities. Any party authorized to use the Crane Park Baseball Facilities shall be advised that they may not access or use SHLL’s equipment, storage, concession, or scoreboard facilities without consent of SHLL.

B. Little League Postseason - July 1 through July 31. During the period from July 1 through July 31 (the “Little League Postseason”), SHLL shall have first priority to schedule use of the Crane Park Baseball Facilities for SHLL activities. In advance of the Little League Postseason period and no later than June 15, SHLL shall submit a schedule of anticipated use to the City. SHLL will notify City of any additional use needed to accommodate postseason activities as soon as feasible, but City cannot guarantee unscheduled maintenance if use dates are not scheduled two weeks in advance. Notwithstanding the foregoing, the City reserves first priority to use of the Crane Park Baseball Facilities each year for City Fourth of July festivities. The City will notify the Steering Committee at least fifteen (15) days in advance of the days and times when the City will use the Crane Park Baseball Facilities for City Fourth of July festivities to avoid any overlap between City and SHLL activities. The City, general community, or any party approved by the City, may use the Crane Park Baseball Facilities during the Little League Postseason Period, when not being utilized by SHLL by following the City’s facility rental process and subject to the review and approval of the Steering Committee for conflicts with City or SHLL activities. Any party authorized to use the Crane Park Baseball Facilities shall be advised that they may not access or use SHLL’s equipment, storage, concession, or scoreboard facilities without consent of SHLL.

C. Offseason - August 1 through January 14. During the period from August 1 through January 14, the City or any other party authorized by the City may use the Crane Park Baseball Facilities. Any other party authorized to use the Crane Park Facilities shall follow the City’s facility rental process and be advised that they may not access or use SHLL’s equipment, storage, concession, or scoreboard facilities without consent of SHLL. SHLL may similarly reserve use of the Crane Park Baseball Facilities during such Offseason pursuant to the City’s facility rental process. SHLL shall not be charged a rental use fee for such use, so long as SHLL

83578.00008\42951235.1
3 is the responsible party and such use is in accordance with operating or supporting SHLL’s youth baseball or softball program.

D. Nothing in the foregoing shall alter that when the baseball fields are not in use for SHLL, City, or other reserved activities, they will remain open and accessible for community use without prior reservation.

E. SHLL shall have exclusive access to and use of the snack bar, grandstand storage rooms, batting cages, scoreboard operating spaces and controls, and storage shed located on the Crane Park Baseball Facilities on a year-round basis unless otherwise approved by the Steering Committee for temporary use of any such facility by others, or as agreed to in writing by and between SHLL and City or any third party granted access and use of such facilities.

F. The City and SHLL may also agree to the use of the Crane Park Baseball Facilities for other activities and events subject to prior approval from City and agreed to by following the City’s facility rental process.

G. SHLL shall be entitled to non-exclusive use of such areas as are reasonably necessary for SHLL to operate its youth baseball program at the Crane Park Baseball Facilities, including but not limited to the public restrooms and parking lots at Crane Park.

H. Within one month prior to the commencement and one month following the completion of the Little League Season, and following the end of the Little League Postseason period, the Steering Committee will participate in a walk-through of the Crane Park Baseball Facilities (the “Annual Meetings.”). SHLL’s representatives of the Steering Committee will timely initiate scheduling each of the walk-throughs.

3. RIGHT TO ENTER AND TO EJECT VISITORS.

City has the right to enter any portion of the Crane Park Baseball Facilities during the use of the Crane Park Baseball Facilities by SHLL, as long as such entry does not interfere with SHLL’s proper and reasonable use of the Crane Park Baseball Facilities in accordance with this Agreement. SHLL shall have the right to eject visitors for misconduct in accordance with Little League Internationals rules and regulations from the Crane Park Baseball Facilities in the sole discretion of SHLL and its authorized agents, including any umpire acting on its behalf. SHLL should contact the St. Helena Police Department for any misconduct within Crane Park Baseball Facilities if such misconduct exceeds SHLL’s ability to reasonably enforce said ejection and/or poses a threat to the wellbeing of any Crane Park users.

4. MAINTENANCE, ALTERATIONS, AND IMPROVEMENTS
A. MAINTENANCE OF CRANE PARK BASEBALL FACILITIES
Subject to City’s general obligation to maintain Crane Park, each Party’s specific ongoing maintenance responsibilities for the Crane Park Baseball Facilities hereunder are set forth in Exhibit A. At each of the Annual Meetings, the Steering Committee shall review each Party’s responsibilities under this Agreement for the ongoing maintenance and operation of the Crane Park Baseball Facilities and related Crane Park infrastructure. The Steering Committee may discuss

83578.00008\42951235.1
4 changes to the Parties’ respective obligations at any Annual Meetings. If the Steering Committee recommend any revisions to Exhibit A, such proposed changes shall be memorialized in an amended Schedule 1 on the mutual agreement to such amendment.

B. FACILITY ALTERATIONS AND IMPROVEMENTS.

The Parties acknowledge and agree that an integral factor in City’s agreement to provide exclusive and priority use of the Crane Park Baseball Facilities is the past improvements and renovations made by SHLL, as well as its stated efforts and plans to make future improvements and renovations to the Crane Park Baseball Facilities. Any future alterations, improvements, or renovations to the Crane Park Baseball Facilities during the Term of this Agreement beyond the regular maintenance described in Schedule 1 shall be proposed by SHLL at its discretion and shall be conducted at SHLL’s sole cost unless the Parties expressly provide otherwise in separate written agreement. All alterations, improvements, renovations, or other similar projects proposed by SHLL shall be discussed by the Steering Committee and submitted to the City in writing for review and approval. The City may place conditions on any such projects as deemed necessary or appropriate by the City in its discretion, which may include but are not limited to securing building permits, bonding and insurance requirements, and inclusion of appropriate requirements for SHLL contractors. Proposed projects shall be considered by City as to whether such project constitutes a donation to City and, if such determination be in the affirmative, shall be considered and accepted or declined by City in conformance with the City’s then-operative Donation Policy, as it may be amended from time to time. The installation or completion of alterations, improvements, or renovations to the Crane Park Baseball Facilities as contemplated herein shall not require amendment to this Agreement, but the parties may enter into a separate agreement for such project if deemed necessary or appropriate by either Party. Nothing herein shall preclude City from making improvements or renovations to the Crane Park Baseball Facilities at its own cost, provided, however, any such improvements are submitted in advance to the Steering Committee and shall not be made at a time that would interfere with SHLL’s use of the Crane Park Baseball Facilities pursuant to this Agreement unless agreed to in writing by SHLL.

5. STEERING COMMITTEE.

A steering committee (“Steering Committee”) to manage the execution, communication and scheduling under this agreement is established that shall consist of two SHLL board members or their designees and the City’s Community Services Director and the City’s Public Works Director or their designees.

A. The Parties will hold the Annual Meetings defined in Paragraph 2.H. at least twice per year in order to review collaboration between the Parties and to ensure the ongoing success and growth of the relationship between the Parties.

B. The Steering Committee is authorized to further meet as needed to review issues related to the use and maintenance of the Crane Park Baseball Facilities.

C. The Steering Committee members shall be the points of contact for all scheduling related matters under this Agreement. Required notifications related to scheduling may be made via electronic mail between the Steering Committee members.

83578.00008\42951235.1
5 D. To the extent any provision herein calls for approval of the Steering Committee, such approval shall consist of the written approval of a member of the Steering Committee for the party to whom the request is made. For example, if a City-desired use during the Little League Season is requested through the Steering Committee, Steering Committee approval shall be made by written approval of a SHLL representative to the Steering Committee.

E. The Steering Committee is not a public agency, is not to act by majority vote, have any quorum requirements, or be subject to open meeting laws. To the extent any disagreement amongst the Steering Committee cannot be resolved internally to the Steering Committee, such decisions are reserved to and shall be resolved by further agreement of City and SHLL. The Steering Committee shall have no authority to make any amendments hereto, including to Schedule 1. Any such amendments shall be approved in writing by the Parties’ authorized representatives.

6. PROHIBITED ACTIVITIES.

SHLL shall not conduct or permit any activities or programs on the Crane Park Baseball Facilities that violates any federal, state, or local law or regulation. No illegal substances, smoking, tobacco products, or pets shall be permitted on the Crane Park Baseball Facilities. SHLL may add signage, which shall be subject to City review and approval, that may be posted in and around the Crane Park Baseball Facilities to help enforce the rules set forth in this Section. SHLL shall comply with all applicable laws or ordinances pertaining to City Parks.

7. ADMISSION FEES.

SHLL may charge admission fees to SHLL events held at the Crane Park Baseball Facilities. Such admission fees shall be SHLL’s sole property. If any such event takes place outside of Crane Park Baseball Facilities, SHLL will follow all regulations as set forth in the City’s approved rental policy.

8. MEDIA RIGHTS.

SHLL retains all radio, television, and media rights for SHLL athletic events conducted in the Crane Park Baseball Facilities pursuant to this Agreement.

9. UTILITIES.

City will pay the costs of gas, electric, water, and sewer services for the Crane Park Baseball Facilities on a year-round basis.

10. INSURANCE AND INDEMNIFICATION.

A. Liability Insurance.

At its sole cost and expense, SHLL shall carry comprehensive general liability insurance for protection of SHLL from any liability arising out of any accidents or other occurrence causing any injury and/or damage to any person or property on the Crane Park Baseball Facilities due directly or indirectly to the use or occupancy thereof by the insured,

83578.00008\42951235.1
6 or any person claiming through or under the insured. SHLL’s liability policy shall have limits of not less than $1 Million per occurrence and $2 Million annual aggregate, or if less the maximum coverage available under the applicable Little League International policy in which SHLL participates. Furthermore, any vendors or contractors participating in SHLL’s use of the Crane Park Baseball Facilities shall be required to obtain the same level of insurance coverage unless otherwise covered by SHLL’s policies.

B. Other Insurance Provisions.

SHLL shall furnish to City a certificate of insurance required under subparagraph A of this Section no later than January 1st of each year. All such insurance required to be maintained by SHLL shall be primary and not contributing with any insurance which City may maintain. All policies shall contain an agreement by the insurer that such policies shall not be modified, cancelled, or non-renewed except upon at least thirty (30) days’ prior written notice to City. A renewal certificate shall be provided prior to expiration of the current policies. SHLL shall cause City and its officials, officers, agents, and employees to be identified as additional insureds on its CGL and property damage insurance policies. SHLL shall cause each policy required to be kept and maintained by it under this Agreement. SHLL shall provide City with copies of the policies of such insurance policies and/or certificates of insurance evidencing such insurance upon execution of this Agreement and from time to time thereafter as reasonably requested by City.

C. Waiver of Subrogation Rights.

City releases SHLL from any claim for recovery for any loss or damages to any of City’s property which is insured under valid and collectible insurance policies to the extent of any recovery collectible under such insurance. This waiver applies only when permitted by the applicable policy of insurance. SHLL shall be responsible for the proportionate share of any applicable property deductible.

SHLL’s insurance shall contain a provision requiring the insurance carriers to waive their rights of subrogation against City and all City additional insureds, as well as City insurance carriers.

D. SHLL’s Indemnification of City.

Except for the City’s sole negligence or willful misconduct, SHLL will protect, defend (by counsel reasonably satisfactory to City), hold harmless, and indemnify City and its officials, officers, agents, and employees, and each of them, from and against any and all claims, losses, liabilities, actions, damages, and causes of action, judgments, costs and expenses (including reasonable attorneys’ fees and costs) occasioned by, or arising out of, any accident or other occurrence, causing or inflicting bodily injury, death, or damage to any person or property, happening or done in, upon, or about the premises of the Crane Park Baseball Facilities, and due to SHLL’s use of the Crane Park Baseball Facilities or any part thereof by SHLL or any person claiming through or under SHLL. The provisions of this subparagraph shall survive termination of this Agreement with respect to any damage or injury occurring prior to such termination.

11. TERM.

83578.00008\42951235.1
7 This Agreement shall remain in effect for a period of twenty (20) years beginning March 1, 2026, and ending Feb 28, 2046.

Parties agree to provide updates to the Parks and Recreation Commission and/or City Council (at the City Council’s discretion) as requested, or at a minimum of each five-year increment prior to the season start date of that same year.

12. TERMINATION.

A. Either party may terminate this Agreement immediately in the event of the insolvency or winding up of SHLL.

B. With Cause: In the event of a material breach hereof by either Party, and such breach not being cured pursuant to the procedures set forth in Paragraph 18 below, either Party may terminate this Agreement with ninety (90) days’ advance written notice, during which time, pursuant to mutual agreement, the Parties may engage in negotiations for the continuation or revision of the Agreement.

13. SIGNS.

SHLL shall, at its sole cost and expense, have the right and privilege of attaching, affixing, painting or exhibiting SHLL sponsorship signs on the Crane Park Baseball Facilities provided that:
(1) such signs shall comply with any applicable City ordinances; (2) such signs shall not change the structure of the Crane Park Baseball Facilities; (3) such signs shall be taken down at the conclusion of the Priority Use Period (excluding any approved permanent signage), shall not damage the Crane Park Baseball Facilities or SHLL shall repair any such damage (notwithstanding paragraph 5 herein); and (4) such permanent signs shall be subject to review and approval by the City and compliance with the City’s signage policy, as it may be amended from time to time. In addition, SHLL shall have the right to exhibit advertising signs during SHLL events.

14. AMENDMENTS.

This Agreement may be amended only by a written instrument approved by the City and by SHLL.

15. SEVERABILITY.

If any clause, provision, or section of this Agreement shall, for any reason, be held illegal or invalid by any court, the illegality or invalidity of such clause, provision or section shall not affect any of the remaining clauses, provisions or sections, and this Agreement shall be construed and enforced as if such illegal or invalid clause, provision or section had not been contained herein.

In case any agreement or obligation contained in this Agreement is held to be in violation of law, then such agreement or obligation shall be deemed to be the agreement or obligation of the Parties, to the full extent permitted by law.

16. ASSIGNMENT.

This Agreement shall not be assigned except with mutual written consent of both Parties.

83578.00008\42951235.1
8 17. NOTICE.

Except as otherwise set forth herein, any and all notices or any other communication provided for herein shall be given in writing by registered or certified mail, return receipt requested, or by receipted hand delivery, by Federal Express, courier, or other similar and reliable carrier, or by confirmed facsimile or electronic mail which shall be addressed to each Party as set forth as follows:

If to City:

Community Services Department
Ashley Sylvester
1088 College Ave
St Helena, CA 94574
707-968-9222
[email protected]
And a copy to:

Public Works Department
Joe Leach
1088 College Ave
St Helena, CA 94574
707-967-2871
[email protected]
If to SHLL:

Little League President
P.O. Box 241
St. Helena, CA 94574
[email protected]
Little League Treasurer
P.O. Box 241
St. Helena, CA 94574
[email protected]
And a copy to:

Dickenson Peatman & Fogarty
Joshua S. Devore
1500 First Street, STE 200
Napa, CA 94559
707-261-7000
[email protected]
Each such notice shall be deemed to have been provided at the earliest of the following:
(a) at the time it is actually received; or (b) in the case of overnight hand delivery courier or services such as Federal Express with guaranteed next day delivery, within one day; or (c) in the case of registered U.S. Mail, within five (5) days. From time to time, the Parties may change the name and address of a Party designated to receive notice. Such change of the designated person shall be in writing to the other Party and as provided herein.

18. REMEDIES.

SHLL’s failure to provide insurance certificates and/or copies of the insurance policies evidencing the coverage required herein shall bar SHLL’s use of the Crane Park Baseball Facilities until proper evidence of insurance is provided. If default shall be made in the observance or performance of any of the other covenants or conditions in this Agreement, which Agreement is required to observe and perform and such default is not cured within thirty (30) days after receipt of written notice (or if such default cannot be reasonably cured within thirty (30) days, then the defaulting party shall have a reasonable time to cure said default provided SHLL in good faith diligently proceeds to take steps to cure said default within said thirty (30) day the defaulting party), and the non-defaulting party may thereupon at its option terminate this Agreement as

83578.00008\42951235.1
9 provided in Paragraph 12 herein and/or seek other rights and remedies at law, contract, or in equity, except that City shall not be liable in damages to SHLL, or to any other person, due to any breach of this Agreement by City, and SHLL covenants not to sue for damages or claim any damages against City based on a default under this Agreement. The remedies provided for herein are cumulative and are not exclusive of any other remedies that may be available to any party at law or in equity or otherwise.

19. NO WAIVER; MODIFICATIONS IN WRITING.

No failure or delay by either Party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof. No single or partial exercise of any such right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No amendment, modification, supplement, termination, or waiver of or to any provision of this Agreement, or consent to any departure therefrom, shall be effective unless the same shall be in writing and signed or on behalf of the Party to be charged with the enforcement thereof. Any amendment, modification or supplement of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given.

20. ENTIRE AGREEMENT.

This Agreement, including the Exhibits and Schedule hereto, constitutes the entire agreement between the Parties pertaining to the subject matters hereof and supersedes all negotiations, preliminary understandings, and all prior or contemporaneous discussions or understandings of the parties hereto in connection with the subject matters hereof.

83578.00008\42951235.1
10 21. EXECUTION IN COUNTERPARTS.

This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the Parties have made and entered into this Agreement in the City of St. Helena as of the Effective Date.

CITY OF ST. HELENA
ATTEST:

By:

James McCann, Interim City Manager
ATTEST:

By:

Andrew Bradley, City Clerk
APPROVED AS TO FORM:

By:

Ethan Walsh, City Attorney
NAPA VALLEY LITTLE LEAGUE, INC.

By:

Name
Title: President

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i
Exhibit A
Schedule of Maintenance Responsibilities as of January 1, 2026 In addition to the general obligations under the Agreement, each Party shall be responsible for the performance of and/or have the right to undertake the following maintenance and management activities:

City Responsibilities:
1) Empty all trash and recycling cans within the Crane Park Baseball Facilities in accordance with the City’s established park maintenance procedures and schedules. 2) Mow Baseball Fields’ outfields year-round as part of the City’s mowing schedule for City parks.

Mows infields during periods outside of the Little League Season and Priority Use periods. Such obligations may be contracted to third parties with notification and discussion with the Steering Committee.
3) Maintain irrigation system in its entirety on a year-round basis. Consult with Steering Committee and provide annual updates to Steering Committee on expected water usage levels and/or restrictions.
4) Manage gopher and pest control and coordinate with contractors when necessary. 5) Responsible for weed abatement and control within the Crane Park Baseball Facilities. All such work shall be conducted in conformance with the City’s integrated pest management regulations. 6) Trim trees within Crane Park as necessary to ensure clearance around the two baseball fields, concession room, and batting cages.
7) Maintain the restrooms, parking areas, roadways, walkways, fences, drinking fountains and other amenities in Crane Park in conformance with the City’s established park maintenance procedures and schedules. Promptly perform emergency maintenance or repair of same upon identified need by any party.
8) Clean and maintain all areas of the Crane Park Baseball Facilities following City use or City authorized events during the Little League Season and Priority Use Periods, and at all other times outside the Little League Season and Priority Use Periods. 9) Provide space for SHLL Board Meetings at the City’s Carnegie Building, or such other City facility, as SHLL may reserve with City. SHLL responsible for submitting requested on or before January 1 each year.

83578.00008\42951235.1
ii
SHLL Responsibilities:
1) Mow the two baseball field infields during the Little League Season and the Priority Use Period, which will include edging and the disposal of grass clippings into a SHLL provided green waste bin or otherwise by third party contractors.
2) Report all vandalism to the City’s Operations manager for proper documentation and mitigation. 3) Clean the dugouts, snack bar, grandstands, and asphalt areas in and around the two baseball fields of trash and beverage spills following any activity held by SHLL. 4) Maintain dugouts, snack bar, grandstands, and grounds in and around the two baseball fields. Any maintenance beyond minor cleaning and repairs must be coordinated with City staff and if deemed necessary, follow the City’s Acceptance of Charitable Gifts and Donations Policy. 5) Keep clean, maintain, and repair batting cages.
6) Inspect Baseball Facilities for safety and appearance throughout the Little League Season and Priority Use periods and report any safety or maintenance concerns to Parks Operations Manager or Steering Committee as appropriate. 7) SHLL may make minor repairs to the irrigation system (such as repairing sprinkler heads) during the Little League Season and Priority Use periods, if completed by contracted landscaping company. Any requested repairs outside of minor fixes or adjustments will be requested in writing to the Steering Committee. All repairs will be documented and provided to the City’s Public Works Department.
8) During the Little League Season and Priority Use Period, conduct weed abatement and control on the baseball fields in conformance with the City’s integrated pest management regulations, a copy of which shall be provided to SHLL. Any weed abatement outside of hand or mechanical approaches, will be documented and shall be available to City staff for review on a monthly basis. 9) Remove all signs from the outfield fences within two weeks of the conclusion of the Priority Use Period.
10) Cinders shall be stored in an area designated by the Parks Operations Manager and secured in a manner that is in accordance with the City’s Storm Water Pollution Prevention Plan. 11) Use and maintain storage container located behind the Valley Oak building. 12) May order and pay the cost for rental and regular servicing of any portable amenities (Port-aPotties, handwashing stations, etc.) as deemed necessary by SHLL to support regular baseball activities or related SHLL events. All rentals shall be through a duly-licensed supplier and placement location will be subject to City review and approval. Any portable amenities temporarily installed by SHLL pursuant to this paragraph shall be removed at the end of the Priority Use Period each year.
13) Provide annually a schedule to City of the SHLL season upon preparation of the same, provide notice of any SHLL events during any other time, and advise City of changes thereto as soon as practicable.

CITY OF ST. HELENA
RESOLUTION NO. 2026-
Resolution Authorizing the City Manager to Execute a Facilities Use Agreement with St. Helena Little League for Use of the Crane Park Baseball Facilities.

WHEREAS, City owns certain real property in the City of St. Helena, County of Napa, State of California, located at 360 S. Crane Ave. and commonly known Crane Park, which includes two baseball fields (east and west fields) with grandstands for each field, batting cages, a storage shed used for storage of SHLL’s equipment, a snack bar located in between the two fields, and associated facilities (collectively “Crane Park Baseball Facilities”); and WHEREAS, The City and St. Helena Little League (“SHLL”), have a long-standing relationship for the construction, use, operation, and maintenance of the Crane Park Baseball Facilities for youth baseball and softball programs; and WHEREAS, The City and SHLL previously entered into a Facilities Use Agreement governing the use of the Crane Park Baseball Facilities, dated July 1, 2018; and WHEREAS, The City and SHLL desire to enter into an amended and restated Facilities Use Agreement to provide for the long-term use, maintenance, and management of the Crane Park Baseball Facilities while ensuring continued public benefit and community access; and WHEREAS, The proposed Facilities Use Agreement provides for a twenty (20) year term beginning March 1, 2026, and ending February 28, 2046, establishes priority and non-exclusive use periods, assigns maintenance responsibilities, and includes insurance and indemnification provisions protective of the City; and
WHEREAS, The City Council finds that approval of the Facilities Use Agreement supports youth recreation, preserves and enhances public park facilities, and is in the best interest of the City and its residents.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ST.

HELENA AS FOLLOWS:

1. Approval of Facilities Use Agreement.

The City Council hereby approves the Facilities Use Agreement between the City of St.

Helena and St. Helena Little League for use of the Crane Park Baseball Facilities, substantially in the form presented to the City Council.

2. Authorization.

The City Manager is hereby authorized and directed to execute the Facilities Use Agreement on behalf of the City, subject to approval as to form by the City Attorney, and to take such actions as are necessary to carry out the intent of this Resolution.

Approved at a Regular Meeting of the St. Helena City Council on July 28, 2026, by the following vote:

Mayor Dohring: _____
Council Member Barak: _____
Council Member Deasy: _____
Council Member Spadarotto: _____
Council Member Diaz: ____
APPROVED: ATTEST:
______________________ ______________________
Paul Jamison Dohring, Mayor Andrew Bradley, City Clerk

Agenda Report to the City Council
Agenda Section: NEW BUSINESS
Department: City Clerk
DATE: July 28, 2026
FROM: Andrew Bradley, Program Manager (City Clerk)
SUBJECT: Consideration of a Resolution to appoint an applicant to the Active Transportation and Sustainability Committee for a term expiring June 2027.

RECOMMENDED
ACTION:

Appoint Antionette Freeman to the Active Transportation and Sustainability Committee (ATSC) as member to fill a term that is now vacant, expiring June 30, 2027.

PREVIOUS COUNCIL
ACTION:

The City most recently appointed/reappointed three members to the Active Transportation and Sustainability Committee on June 23, 2026.

STATEMENT OF THE
PURPOSE:

The purpose of this action is to fill a vacancy on the Active Transportation and Sustainability Committee.

FINANCIAL IMPACT: None.

CEQA DETERMINATION: Not a CEQA Project (CEQA Guidelines §15378) BACKGROUND:

The Active Transportation and Sustainability Committee has one position that was left vacant after the resignation of a committee member that expires on June 30, 2027. In addition there are two alternate terms expiring on June 30, 2028.

DISCUSSION:

The City has advertised a recruitment seeking applicants from the community to fill the vacancy through announcements at City Council Meetings, social media, and in the City's email newsletter.

The following lists the names of the applicants:

Active Transportation and Sustainability Committee
• Antoinette Freeman

Staff will continue to advertise for the position to fill vacancies on the Active Transportation and Sustainability Committee.

As referenced in the application, the applicant resides outside the City of St. Helena (Angwin).

The St. Helena Active Transportation & Sustainability Advisory Committee consists of five members and two alternates appointed by the Mayor with consent of the City Council. The members shall reside within the City Limits; however, the Council may approve an exception to this rule on a case-by-case basis.

ENVIRONMENTAL REVIEW:

None.

GOAL:

Miscellaneous/Other
ATTACHMENTS:

1. Resolution - Active Transportation and Sustainability Committee Appointment

2. New BoardCommittee Application - Freeman, Antoinette (Active Transportation and Sustainability Committee (ATSC))_Redacted

3. Antoinette Freeman - Advisory Body Résumé_Redacted

CITY OF ST. HELENA
RESOLUTION NO. 2026-

APPOINTING AN APPLICANT TO A VACANT ACTIVE TRANSPORTATION

AND SUSTAINABILITY COMMITTEE (ATSC) POSITION

RECITALS
A. The Active Transportation and Sustainability Committee (ATSC) has three member terms and two alternate terms expiring on June 30, 2026; and B. The City Clerk conducted a recruitment to fill the positions with a term expiring June 30, 2027, and received three applications; and
C. The City Council will have the opportunity to appoint the applicant(s) at the July 28, 2026 regular meeting.

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

1. The City Council appoints ____________________ to the vacant Active Transportation and Sustainability Committee (ATSC) position with term of office expiring June 30, 2027.

Approved at a Regular Meeting of the St. Helena City Council on July 28, 2026, by the following vote:

Mayor Dohring: __________
Vice Mayor Deasy: __________
Council Member Barak: __________
Council Member Spadarotto: __________
Council Member Diaz: __________
APPROVED: ATTEST:
________________________ ________________________
Paul Jamison Dohring, Mayor Andrew Bradley, City Clerk

Board/Committee Application
06/30/2026 10:04 AM (PDT)
Board/Committee Application
First Name Antoinette
Last Name Freeman
Primary Phone Number
Email
Street Address
City Angwin
State CA
Zip Code 94508
Length of residency in the City of
St. Helena
1985-1999 St. Helena, 2022-Present Angwin: I do not currently reside within the City of St. Helena. I respectfully request consideration under the City Council’s case-by-case exception process because I bring direct St. Helena municipal experience, current municipal sustainability program experience with the City of Sonoma, prior Napa County climate action work through the City of Calistoga, and a strong practical understanding of active transportation, public works, public engagement, and small-city implementation.

Please choose the
Commission/Committee you are
applying for:

Active Transportation and Sustainability Committee (ATSC) Employment Status Part-Time
Employer (include title) Sustainability Coordinator, City of Sonoma Reason for Applying I am applying to serve on the Active Transportation and Sustainability Committee because St. Helena sits at the intersection of the issues I care about most: safe streets, walkability, biking, climate resilience, public space, local economic vitality, and quality of life.

I bring both local context and practical municipal experience. I previously worked for the City of St. Helena as a Planning, Community Development, and Public Works Intern, where I supported the Housing Element Update timeline, Downtown St. Helena Specific Plan coordination, City Streets Master Plan work, and a draft reusable foodware and waste reduction ordinance. That experience gave me a grounded understanding of St. Helena’s transportation, sustainability, infrastructure, planning, and staff-capacity realities.

I also bring current expertise in municipal sustainability programs through my role as Sustainability Coordinator for the City of Sonoma. My work includes sustainability program implementation, Climate Action Commission support, public communications, rebate and grant coordination, interagency coordination, and resident-facing education. I regularly work with or direct residents toward regional sustainability resources such as BayREN, Sonoma County Energy and Submission ID: a2e99d96-1be2-4f50-b31b-d963da02bce9 Receipt ID: SK239-06/26 Page 1/6

Sustainability services, Zero Waste Sonoma, and other climate and conservation partners.

In my prior role with the City of Calistoga, I contributed to the Napa County Regional Climate Action and Adaptation Plan as the City’s designated representative, reviewed the administrative draft, helped improve clarity and accessibility, and participated in CEQA approach review using environmental consultant technical memoranda. That work directly relates to St. Helena because the RCAAP is a regional Napa County effort that includes St. Helena and addresses transportation, building energy, waste, water, land use, and climate adaptation.

I would be honored to bring that combination of St. Helena experience, municipal sustainability knowledge, public process fluency, and implementation-focused thinking to ATSC.

Educational Background Sonoma State University, Rohnert Park, CA Bachelor of Arts, Environmental Studies, Geography and Planning Focus Area: Urban Studies and Planning
August 2021 to May 2023
Degree awarded May 2023
Relevant coursework included Urban and Environmental Planning, Transportation Policy and Technology, Planning Theory and Methodology, Environmental Impact Assessment, Geographic Information Systems, Strategies for Carbon and Energy Reductions, Methods for Energy Efficiency, Renewable and Resilient Energy Sources, Environmental Data Analysis, Applied Ecology, Globalization and the City, and Social Geography of the American City.

Relevant academic projects included streetscape assessments of walkability and bikability, a transportation case study on the Northern California Link21 Program, analysis of the 15-Minute City model, environmental impact assessment work, GIS mapping, carbon and energy reduction analysis, and a Senior Capstone Project preparing a General Plan Background Report for the City of Calistoga.

Napa Valley College, Napa, CA
Associate in Science, Natural Sciences and Mathematics
Focus Area: Physical Science and Advanced Mathematics
August 2020 to May 2021
Degree awarded May 2021
Additional relevant coursework included geology, geography, ecology and environmental biology, weather and climatic regions, viticulture practices, hospitality and tourism management, food and beverage and restaurant management, and written and oral business communication.

San Jose State University and Santa Rosa Junior College Civil Engineering coursework
August 2004 to May 2009
Professional Training and Certifications:

International Code Council Permit Technician Certification, issued November 2024 St. Helena Community Academy, Certificate of Completion, June 2024 Smarter Cities: Using Data to Drive Urban Innovation, Certificate of Completion, March 2024
Construction Project Management, Columbia University via Coursera, 2020 Construction Scheduling, Columbia University via Coursera, 2020 American Planning Association member
Other relevant experience: I bring relevant experience in municipal sustainability, active transportation, public works support, planning, public process, climate action, and community-facing implementation.

Advisory body experience:

Submission ID: a2e99d96-1be2-4f50-b31b-d963da02bce9 Receipt ID: SK239-06/26 Page 2/6

I also served as the staff liaison for the City of Calistoga’s Active Transportation Advisory Committee and Green Committee for approximately one year. In that role, I supported two advisory bodies closely aligned with St. Helena’s Active Transportation and Sustainability Committee. I helped prepare and organize agendas, notices, staff materials, action minutes, records, and follow-up items, while supporting Brown Act-compliant public meetings and helping committee members stay oriented to their advisory role.

This experience is directly relevant to ATSC because I have worked from the staff side of both active transportation and sustainability advisory work. I understand how to help a committee move from public input and technical discussion toward clear recommendations, while respecting staff capacity, adopted plans, public process requirements, and the limits of an advisory body.

Through the Active Transportation Advisory Committee, I gained practical experience with pedestrian and bicycle mobility, street safety, circulation, public works coordination, and transportation planning discussions. Through the Green Committee, I supported municipal climate and sustainability work connected to climate action, waste reduction, emissions reduction, conservation, and community education.

Napa County Resource Conservation District, Associate Board Director:

I served on the Funding and Visibility Committee, supporting community involvement, stakeholder outreach, events, donor cultivation, volunteer coordination, and conservation visibility.

Hospitality and event operations:

Before entering local government, I worked for more than a decade in hospitality, events, and operations throughout Napa Valley, including St. Helena. That background trained me to manage logistics, safety, circulation, signage, wayfinding, public experience, stakeholder expectations, and real-time problem solving. Those skills translate directly to active transportation and sustainability work because the success of streets, public spaces, and programs depends on how people actually move through them and understand them.

List any involvement with civic or
charitable organizations:

Napa County Resource Conservation District
Associate Board Director, April 2024 to January 2025
Served on the Funding and Visibility Committee, supporting community involvement, stakeholder outreach, event coordination, volunteer coordination, and natural resource conservation visibility.

City of St. Helena Community Academy
Certificate of Completion, June 2024
Completed the City’s civic education program to better understand St. Helena’s municipal operations, departments, services, infrastructure, and public decisionmaking processes.

American Planning Association
Member, March 2024 to present
Maintain professional engagement in planning, land use, housing, transportation, public engagement, and sustainability practice.

International Code Council
Member, August 2024 to present
Maintain professional engagement with building safety, permit administration, and code implementation.

Wine Country Special Event Professionals
Member, January 2013 to January 2024
Participated in a professional network focused on collaboration, education, event planning, and community development in Napa and Sonoma.

International Live Events Association and Meeting Professionals International Member, January 2015 to January 2020
Submission ID: a2e99d96-1be2-4f50-b31b-d963da02bce9 Receipt ID: SK239-06/26 Page 3/6

Participated in professional associations focused on event operations, stakeholder coordination, public-facing experience design, and project delivery.

Have you ever attended a meeting of the Commission to which you are applying? Yes
What is your understanding of the
role and responsibility of this
Commission?
My understanding is that the Active Transportation and Sustainability Committee serves in an advisory role to support City decision-making on transportation, mobility, street safety, sustainability, and climate-related priorities. The Committee helps review issues, receive public input, discuss community needs, and provide thoughtful recommendations to staff, the City Council, and other decision-makers as appropriate.

I understand the Committee’s role is not to direct staff or act as the final decisionmaking body. Its value is in helping the City evaluate options, understand community experience, identify implementation barriers, and shape recommendations that are practical, transparent, and aligned with adopted City goals. My understanding is also informed by having served as the staff liaison for the City of Calistoga’s Active Transportation Advisory Committee and Green Committee for approximately one year. From that role, I understand that an effective advisory committee does not simply discuss good ideas. It helps translate community concerns, adopted plans, technical information, and staff constraints into clear, useful recommendations for decision-makers.

For ATSC, that means considering how St. Helena can improve walking, biking, rolling, traffic safety, Safe Routes to School, downtown pedestrian comfort, transportation choices, EV readiness, waste reduction, resource conservation, climate resilience, and public education. I also understand that good advisory work requires preparation, respectful listening, Brown Act awareness, clear communication, and recommendations that account for staff capacity, funding, public trust, and implementation realities.

What would be your goal(s) as a
Commissioner?
My primary goal would be to help ATSC make clear, practical, implementationready recommendations that improve daily life in St. Helena.

My specific goals would be:

1. Support safer and more comfortable walking, biking, and rolling.

I would like to help advance practical improvements such as safer crossings, clearer routes, traffic calming, Safe Routes to School, sidewalk comfort, bike connectivity, and wayfinding.

2. Connect transportation and sustainability work.

Transportation is one of the most important places where climate, safety, public health, equity, and quality of life overlap. I would bring a sustainability lens that connects active transportation, emissions reduction, EV readiness, water and energy conservation, waste reduction, and climate adaptation.

3. Improve public understanding and participation.

I would like to help make technical topics easier for residents to understand. Good public communication should explain what is being proposed, why it matters, what tradeoffs exist, and how people can participate.

4. Bring an implementation lens.

I would focus on recommendations that are useful to staff and decision-makers.

That means identifying priorities, sequencing work, considering funding and maintenance, and distinguishing between short-term fixes and longer-term capital improvements.

5. Serve collaboratively and respectfully.

I would aim to be a steady, prepared, and constructive committee member who listens carefully, asks useful questions, respects different perspectives, and helps the group move toward clear next steps.

Submission ID: a2e99d96-1be2-4f50-b31b-d963da02bce9 Receipt ID: SK239-06/26 Page 4/6

Have you previously served, or do you currently serve, on a St.

Helena Commission or Committee? No
Is there anything else you would
like us to consider when reviewing
your application?
Although I do not currently reside within the City limits, I respectfully request consideration under the City Council’s case-by-case exception process for ATSC membership.

I bring a combination of experience that is directly relevant to the Committee’s work:
• Direct municipal experience with the City of St. Helena • Direct staff liaison experience supporting the City of Calistoga’s Active Transportation Advisory Committee and Green Committee
• Current municipal sustainability program experience
• Napa County climate action experience
• Active transportation and planning education
• Practical implementation experience
I understand small cities must make thoughtful choices with limited staff time and limited funding. My contribution would be practical, prepared, collaborative, and grounded in implementation. I care about recommendations that sound good and can actually move forward.

References
i. Name
Aaron Hecock, Planning and Building Director, Town of Yountville Phone Number
Email
ii. Name
Lisa Gift, City Councilmember, City of Calistoga
Phone Number
Email
iii. Name
Antoinette Mailliard, Advisory Committee Chair, City of Calistoga Phone Number
Email
Submission ID: a2e99d96-1be2-4f50-b31b-d963da02bce9 Receipt ID: SK239-06/26 Page 5/6

E D U C A T I O N

V O L U N T E E R I N G & L E A D E R S H I P

C E R T I F I C A T I O N S

ANTOINETTE FREEMAN
CITY OF ST. HELENA | Planning & Public Works Internship | 03/2024 - 08/2025 Responsibilities included current and advanced planning, special projects, and research activities.

Executed a detailed timeline for the City of St. Helena's Housing Element Update, collaborating with the Senior Planner to achieve project milestones and enhance community planning efforts.

Facilitated consultant collaboration for the Downtown St. Helena Specific Plan, managing correspondence and data management tasks that improved community engagement.

Implemented project management strategies for the City Streets Master Plan, delivering essential data insights to the public works department and the lead project consultant, which enhanced overall project efficiency.

Prepared a draft Reusable Food Ware and Waste Reduction Ordinance aimed at phasing out the use of polystyrene food ware and single-use plastic food ware, using research on similar regulations already implemented in over two dozen jurisdictions in the Bay Area.

CENTER FOR SUSTAINABLE COMMUNITIES | Research Internship | 01/2023 - 05/2023 The Center for Sustainable Communities (CSC) at Sonoma State University works with various government entities to develop policies and strategies related to climate change, healthy communities, land use, water resources, and other sustainability topics.

HOSPITALITY & EVENTS CAREER | 01/2005 - 12/2022
A career distinguished by notable achievements and extensive experience in prestigious restaurants, hotels, wineries, and music festivals throughout the San Francisco Bay Area. Provided the opportunity to develop expertise in organizing a diverse range of events and projects, supported by comprehensive training and a profound understanding of effective planning practices. Established a proven track record in managing projects and delivering successful customer service.

BACHELOR OF ARTS IN ENVIRONMENTAL STUDIES, GEOGRAPHY & PLANNING Sonoma State University | Rohnert Park, California | 08/2021 - 05/2023

ASSOCIATE IN SCIENCE IN NATURAL SCIENCES & MATHEMATICS
Napa Valley College | Napa, California | 08/2020 - 05/2021

STUDY OF CIVIL ENGINEERING
San Jose State University & Santa Rosa Junior College | California | 08/2004 - 05/2009

STUDY OF AMERICAN GOVERNMENT AND POLITICS
The Catholic University Of America | Washington, D.C. | 08/2003 - 05/2004

NAPA COUNTY RESOURCE CONSERVATION DISTRICT
Associate Board Director | Napa, California | 04/2024 - 01/2025 CERTIFIED PERMIT TECHNICIAN | International Code Council | 11/2024 - Present PROJECT MANAGEMENT PROFESSIONAL (PMP) | Project Management Institute (PMI) [ IN PROGRESS ]
AMERICAN INSTITUTE OF CERTIFIED PLANNERS (AICP) | American Planning Association (APA) FOUNDATIONS IN EXCELLENCE ACADEMY | The Centre For Organization Effectiveness | 09/2024 SMARTER CITIES: USING DATA TO DRIVE URBAN INNOVATION | Dr. Jonathan Reichental | 03/2024 CITY OF ST. HELENA COMMUNITY ACADEMY
Certificate of Completion | 06/2024
PAGE 2 OF 2

Agenda Report to the City Council
Agenda Section: NEW BUSINESS
Department: Administrative Services Department
DATE: July 28, 2026
FROM: Mandy Kellogg, Director of Administrative Services SUBJECT: Fiscal Year 2024-25 Annual Comprehensive Financial Report and Independent Auditor's Report on Internal Control Over Financial Reporting.

RECOMMENDED
ACTION:

Staff recommends the City Council receive and accept the Comprehensive Annual Financial Report of the City of St. Helena for Fiscal Year Ended June 30, 2025.

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
PURPOSE:

The purpose is to present the FY 2024-25 Annual Comprehensive Financial Report.

FINANCIAL IMPACT: None.

CEQA DETERMINATION: Not a CEQA Project (CEQA Guidelines §15378) BACKGROUND:

The City of St. Helena has undergone the fiscal year audit and issued its Annual Comprehensive Financial Report for fiscal year ended June 30, 2025. The City publishes an annual report to fully disclose its financial information, as well as to comply with state and federal requirements and bond covenants.

The financial audit and the preparation of the financial statements takes place over several months, beginning after the end of the fiscal year and continuing through the time the books are closed and the Annual Comprehensive Financial Report is published. Staff coordinates with the auditor to ensure that the work is completed accurately and timely.

The City contracts for an annual independent audit of its financial statements. In May 2025, the City issued an RFP for professional auditing services upon the expiration of the existing contract. On August 12, 2025, the City signed a three-year Professional Services Agreement with Harshwal & Company, LLP to prepare the City's annual audited financial statements through FY 2027 with an option to extend for an additional two years.

The Annual Comprehensive Financial Report is available on the City of St. Helena's website at

the following link here.

DISCUSSION:

ANNUAL COMPREHENSIVE FINANCIAL REPORT OVERVIEW
The City of St. Helena’s Annual Comprehensive Financial Report consists of three sections:

1. Introductory Section: provides general information on the government’s structure and the letter of transmittal.

2. Financial Section, which contains the following:
o Independent auditor’s report
o Management discussion and analysis (MD&A) - The MD&A provides a simple narrative introduction, overview, and analysis of the basic financial statements. o Basic financial statements
o Fund financial statements
o Notes to the financial statements
o Required Supplemental Information
o Optional Supplementary Information

3. Statistical Section: presents detailed information as a context for understanding information in the financial statements, note disclosures, and required supplementary information
INDEPENDENT AUDITOR’S REPORT ON INTERNAL CONTROL OVER FINANCIAL

REPORTING
In addition to producing the City’s Annual Comprehensive Financial Report, it is the responsibility of the independent auditor to provide to the City of St. Helena a report on internal control over financial reporting and a report on compliance with other matters based on the audited financial statements. The purpose of the Report on Internal Control and Other Matters is to identify deficiencies in internal control that the auditor considers to be either material weaknesses and/or significant deficiencies. Additionally, the auditor performed tests of the City’s compliance with certain provisions of laws, regulations, contracts, and grant agreements.

A deficiency in internal control exists when the design or operation of a control does not allow management or employees in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis.

A material weakness is a deficiency, or combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the City’s financial statements will not be prevented or detected and corrected on a timely basis.

A significant deficiency is a deficiency, or combination of deficiencies, in internal control less severe than a material weakness, yet important enough to merit attention by those charged with governance.

For the FY 2024-25 audit, the Independent Auditor's Report on Internal Control Over Financial Reporting disclosed that there were no instances of significant deficiency or material weakness. The Independent Auditor's Report on Compliance for Each Major Federal Program and on Internal Control Over Compliance disclosed that there was one instance of noncompliance that was considered a significant deficiency as follows:
2025-001: Reporting (Significant Deficiency)
Criteria: The OMB Uniform Guidance and contract with the federal funding agency require that non-federal entities receiving federal awards establish and maintain internal control designed to reasonably ensure compliance with federal laws, regulations and programs compliance requirements as follows:

Section 2 CFR 200.512 of the Uniform Guidance states:

I. General. (1) The audit must be completed, and the data collection form described in paragraph (b) of this section and reporting package described in paragraph (c) of this section must be submitted within the earlier of 30 calendar days after receipt of the auditor's report(s), or nine months after the end of the audit period. If the due date falls on a Saturday, Sunday, or federal holiday, the reporting package is due the next business day.

II. Data Collection. The FAC is the repository of record for Subpart F-Audit Requirements of this Part reporting packages and the data collection form. All federal agencies, passthrough entiris and others interested in a reporting package and data collection form must obtain it by accessing the FAC.

Cause: The audit package and data collection form were not submitted to the Federal Audit Clearinghouse for the reporting year needed June 30, 2025, within 9 months after the audit period.

Recommendation: City should establish centralized controls, which include the identification of all required reports and their due dates, effective controls over the preparation of reports, and a monitoring function to ensure that controls are in place and operating effectively for report submission.

Additional information regarding the finding is available on Page 129 of the Audited Financial Statements.

ENVIRONMENTAL REVIEW:

None.

GOAL:

Goal 4: Provide Effective Community Information & Opportunities for Engagement ATTACHMENTS:

1. Presentation - 2025 Audit

CITY OF ST.HELENA
Audit Summary Presentation for the
year-ended June 30, 2025
Presented by:

Harshwal & Company LLP
Certified Public Accountants

TABLE OF CONTENTS
Page(s)
Audit Results 1
Financial Statement Analysis 2-6

AUDIT RESULTS
• Financial statements
– Unmodified opinion
• Internal control over financial reporting
– No Material weaknesses identified
– No significant deficiencies reported
• Federal Awards
– Unmodified Opinion
– No Material weaknesses identified
– Significant deficiencies reported
1

FINANCIAL STATEMENT ANALYSIS
ASSETS (including Deferred
Outflows of Resources)
LIABILITIES (including
Deferred Inflows of
Resources)

NET POSITION
JUNE 30, 2025 $160,968,623 $60,870,566 $100,098,057
JUNE 30, 2024 $146,612,422 $49,910,164 $96,702,258
$160,968,623
$60,870,566
$100,098,057
$146,612,422
$49,910,164
$96,702,258
$-
$20,000,000
$40,000,000
$60,000,000
$80,000,000
$100,000,000
$120,000,000
$140,000,000
$160,000,000
$180,000,000
Statement of Net Position
JUNE 30, 2025 JUNE 30, 2024
2

Net Investment in
Capital Assets Restricted Unrestricted Total Net Position JUNE 30, 2025 $66,324,216 $19,624,363 $14,149,478 $100,098,057 JUNE 30, 2024 $55,658,899 $23,046,812 $17,996,547 $96,702,258 $66,324,216
$19,624,363
$14,149,478
$100,098,057
$55,658,899
$23,046,812
$17,996,547
$96,702,258
$-
$20,000,000
$40,000,000
$60,000,000
$80,000,000
$100,000,000
$120,000,000
Net Position
JUNE 30, 2025 JUNE 30, 2024

FINANCIAL STATEMENT ANALYSIS
3

Program Revenues General Revenues
(Expenses) Expenses Changes in Net Position
JUNE 30, 2025 $18,937,680 $21,175,241 $36,717,122 $3,395,799 JUNE 30, 2024 $19,783,963 $20,204,724 $33,072,540 $6,916,147 $18,937,680
$21,175,241
$36,717,122
$3,395,799
$19,783,963 $20,204,724
$33,072,540
$6,916,147
$-
$5,000,000
$10,000,000
$15,000,000
$20,000,000
$25,000,000
$30,000,000
$35,000,000
$40,000,000
Statement of Revenues, Expenses, and Change in Net Position JUNE 30, 2025 JUNE 30, 2024

FINANCIAL STATEMENT ANALYSIS
4

Program Revenues General Revenues
(Expenses) Expenses Changes in Net Position
JUNE 30, 2025 $5,121,614 $19,998,169 $24,414,818 $704,965 JUNE 30, 2024 $5,564,876 $19,580,620 $20,743,304 $4,402,192 $5,121,614
$19,998,169
$24,414,818
$704,965
$5,564,876
$19,580,620
$20,743,304
$4,402,192
$-
$5,000,000
$10,000,000
$15,000,000
$20,000,000
$25,000,000
$30,000,000
Statement of Revenues, Expenses, and Change in Net Position JUNE 30, 2025 JUNE 30, 2024

FINANCIAL STATEMENT ANALYSIS

GOVERNMENTAL ACTIVITIES
5

Program Revenues General Revenues
(Expenses) Expenses Changes in Net Position
JUNE 30, 2025 $13,816,066 $1,177,072 $12,302,304 $2,690,834 JUNE 30, 2024 $14,219,087 $624,104 $12,110,341 $2,732,850 $13,816,066
$1,177,072
$12,302,304
$2,690,834
$14,219,087
$624,104
$12,110,341
$2,732,850
$-
$2,000,000
$4,000,000
$6,000,000
$8,000,000
$10,000,000
$12,000,000
$14,000,000
$16,000,000
Statement of Revenues, Expenses, and Change in Net Position JUNE 30, 2025 JUNE 30, 2024

FINANCIAL STATEMENT ANALYSIS

BUSINESS-TYPE ACTIVITIES
6

QUESTIONS?

Agenda Report to the City Council
Agenda Section: NEW BUSINESS
Department: Admin
DATE: July 28, 2026
FROM: James McCann, Interim City Manager
SUBJECT: Approval of a resolution authorizing the Interim City Manager to Execute a Professional Services Agreement with Bob Murray & Associates in the amount of $36,500 for recruitment services related to the City Manager vacancy.

RECOMMENDED
ACTION:

Staff recommends approving the attached resolution and requests the City Council provide direction on the next steps.

PREVIOUS COUNCIL
ACTION:

April 14, 2026 - City Council authorized recruitment for a City Manager (Resolution 2026-040) and formed a subcommittee to evaluate the recruiting proposals and coordinate interviews with the top firms.

STATEMENT OF THE
PURPOSE:

The purpose is to affirm the selection of Bob Murray & Associates to provide recruiting services for the City Manager vacancy and authorize the Interim City Manager to execute the professional services agreement in an amount not to exceed $36,500. In addition, staff is requesting direction on the next steps.

FINANCIAL IMPACT: The total Financial Impact is an amount not-to-exceed $36,500, which is available in the adopted budget utilizing General Fund in GL Account 101-40-00-21-45
CEQA DETERMINATION: Not a CEQA Project (CEQA Guidelines §15378) BACKGROUND:

The City Manager position became vacant effective April 13, 2026, which created the need to initiate a recruitment process to fill this key executive position.

The City Manager serves as the central figure in ensuring the effective administration of all municipal operations. This critical executive-level position is responsible for implementing City Council policies, providing organizational leadership, and overseeing the delivery of essential public services. The City Manager directs and coordinates the activities of all departments, ensures fiscal responsibility, and fosters a high-performing and accountable organizational culture.

This role provides strategic, administrative, and operational leadership in the development and execution of Citywide goals, policies, and programs. The City Manager ensures alignment between Council priorities and departmental work plans, while maintaining compliance with applicable local, state, and federal regulations. Additionally, the City Manager serves as the primary liaison between the City Council, staff, and the community, ensuring transparent communication, and responsive governance.

Given the increasing complexity of municipal operations, rising fiscal pressures, staffing challenges, and evolving regulatory requirements, leaving this position vacant poses significant organizational, operational, and strategic risks. The City Manager is essential to:
• Ensuring continuity of operations and organizational stability across all City departments.
• Implementing City Council policy direction and advancing strategic priorities. • Overseeing the City’s financial health, including budget development, fiscal controls, and long-term planning.
• Providing leadership and direction to executive staff and maintaining workforce engagement and accountability.
• Coordinating interdepartmental efforts to effectively deliver services and capital projects. • Navigating complex regulatory, legal, and intergovernmental issues. • Strengthening relationships with regional partners, stakeholders, and the community. • Supporting organizational resilience, innovation, and long-term sustainability.

DISCUSSION:

City staff contacted several executive recruitment firms to solicit proposals for recruitment services. The City received the following proposals for consideration:

Recruiting Firm Total Estimated Cost
Bob Murray & Associates 34,000
CPS HR Consulting 30,000
Peckham & McKenney 28,000
Ralph Andersen & Associates 38,750
Tripepi Smith 28,500
WBCP 36,500

On April 14, 2026, the City Council formed a subcommittee (Vice Mayor Deasy and Council Member Barak) to evaluate the proposals received and interview the top three firms. The City Council-appointed subcommittee met to review and evaluate each firm's qualifications, experience, recruitment approach, references, proposed timeline, and cost. Based on the initial evaluation, the subcommittee selected the top three firms for interviews to further assess their ability to meet the City's recruitment needs and organizational objectives.

The interviews focused on each firm's experience recruiting executive-level local government professionals, understanding of the City's unique characteristics and challenges, candidate outreach strategies, stakeholder engagement process, and overall approach to identifying and attracting highly qualified candidates. Particular emphasis was placed on the subcommittee's goals of conducting a comprehensive and inclusive recruitment process, attracting a diverse pool of qualified candidates, maintaining clear communication throughout the recruitment, and identifying candidates whose leadership style, experience, and values align with the City's organizational culture and strategic priorities.

Based on the proposal review and interview process, the subcommittee determined that Bob Murray & Associates demonstrated the strongest overall qualifications and best alignment with the City's recruitment objectives. The firm distinguished itself through its extensive experience conducting successful city manager recruitments, thorough understanding of municipal government operations, comprehensive recruitment strategy, and commitment to engaging stakeholders throughout the process.

Bob Murray & Associates is recognized for conducting inclusive executive recruitments that actively seek a diverse pool of qualified candidates. In addition to its extensive local government network, the firm uses targeted outreach and proactive recruitment strategies to attract candidates from both traditional municipal backgrounds and non-traditional leadership roles with transferable executive experience. This approach broadens the candidate pool while ensuring applicants possess the leadership skills and qualifications necessary to serve effectively as City Manager. The subcommittee believes that the firm's approach will best position the City to attract a highly qualified and diverse candidate pool and successfully recruit the City's next City Manager.

Staff has included an additional $2,500 in the proposed agreement to support an onsite meeting day with the recruitment consultant. This funding will cover the consultant's daily rate and associated travel expenses, allowing Bob Murray & Associates to conduct in-person

meetings with the City Council, staff, and members of the community to gather input on the leadership qualities, management style, and priorities desired in the City's next City Manager.

ENVIRONMENTAL REVIEW:

None.

GOAL:

Goal 7: Enhance Organizational Effectiveness
ATTACHMENTS:

1. Resolution Authorizing Recruitment of a City Manager (1)-c1

2. PSA Bob Murray & Associates Executive Recruitment 2026.07.28

CITY OF ST. HELENA
RESOLUTION NO. 2026 -
Resolution authorizing recruitment for a permanent City Manager.

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 placing 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. The City Council of St. Helena and City Manager Comelo have mutually agreed to part ways effective April 13, 2026, which will create the need to initiate a recruitment process to fill this key executive position; and
F. In order to meet day-to-day operational needs, staff requested authorization to recruit for this critical position.

G. Resolution 2026-040 authorized the initial recruitment to begin. Staff gathered proposals and a City Council Committee reviewed and interviewed firms.

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

1. The Council hereby authorizes the Interim City Manager to recruit for a permanent City Manager with the assistance of a recruitment firm.

2. Authorize the Interim City Manager to execute the professional services agreement in an amount not to exceed $36,500
Approved at a Regular Meeting of the St. Helena City Council on July 28, 2026, by the following vote:

Mayor Dohring: __________
Vice Mayor Deasy: __________
Councilmember Barak: __________
Councilmember Spadarotto: __________
Councilmember Diaz: __________
APPROVED: ATTEST:
________________________ ________________________
Paul Jamison Dohring, Mayor Andrew Bradley, City Clerk

Bob Murray & Associates July 28, 2026

AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into on July 28, 2026 by and between the City of St. Helena, located in the County of Napa, State of California (City), and Bob Murray & Associates (Consultant).

RECITALS:

A. City desires to employ Consultant to furnish professional services in connection with the project described as Executive Recruitment Services for City Manager.

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

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

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

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

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

SECTION 4 – COMPENSATION AND METHOD OF PAYMENT
A. Subject to any limitations set forth in this Agreement, City agrees to pay consultant the amount specified in Exhibit B, “Costs and Guarantee” attached hereto and made a part hereof. Total compensation shall not exceed $36,500, which includes one additional on-site meeting plus travel expenses, unless additional compensation is approved in accordance with Section 2.

B. Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the recruitment process, as outlined in Exhibit B – Compensation, Method of Payment Section. City shall independently review each invoice submitted to determine whether the work performed and expenses incurred are in compliance with the

Bob Murray & Associates July 28, 2026
provisions of this Agreement, set forth on Exhibit B – Compensation, Method of Payment. If no charges or expenses are disputed, the invoice shall be approved, and City will use its best efforts to cause Consultant to be paid within 30 days of receipt of invoice. If the City disputes any charges or expenses, the City will return the original invoice to Consultant for correction and resubmission. If the City reasonably determines, in its sole judgment, that the invoiced charges and expenses exceed the value of the Services performed to date and that it is probable that the Agreement will not be completed satisfactorily within the contract price, City may retain all or a portion of the invoiced charges and expenses. Within thirty (30) days of satisfactory completion of the project, City shall pay the retained amount, if any, to Consultant.

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

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

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

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

Bob Murray & Associates July 28, 2026
SECTION 7 – INSURANCE REQUIRED
Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees, as indicated:

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

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

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

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

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

1. General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage including operations, products and completed operations, as applicable. If Commercial General Liability Insurance or other form with a General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

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

3. Employer’s Liability: $2,000,000 per accident for bodily injury or disease.

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

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

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

Bob Murray & Associates July 28, 2026
F. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions of $25,000 or greater must be declared to and approved by the City.

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

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

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

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

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

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

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

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

SECTION 8 – INDEMNIFICATION
The Consultant shall be responsible for its acts of negligence, and the City shall be responsible for its acts of negligence. The Consultant agrees to indemnify and hold the City harmless from any and all claims, demands, actions and causes of action to the extent caused by the negligent acts of the Consultant, its officers, agents and employees, by reason of the performance of this agreement. This indemnity shall not be construed to require indemnification of others.

Bob Murray & Associates July 28, 2026
SECTION 9 – INDEPENDENT CONTRACTOR STATUS
A. Consultant is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Consultant shall have no authority to bind City in any manner or to incur an obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City.

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

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

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

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

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

Bob Murray & Associates July 28, 2026
Consultant may discover, and will cooperate in any fraud or corruption investigation conducted, with respect to Consultant’s service provided pursuant to this Agreement.

SECTION 11 – OWNERSHIP OF DOCUMENTS
A. All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Consultant in the course of providing any Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Consultant. When requested by City, but no later than three years after project completion, Consultant shall deliver to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents.

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

SECTION 12 – CONFIDENTIAL INFORMATION; RELEASE OF

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

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

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

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

D. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery

Bob Murray & Associates July 28, 2026
request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite such response.

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

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

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

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

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

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

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

Bob Murray & Associates July 28, 2026
SECTION 16 – COMPLIANCE WITH CALIFORNIA LABOR CODE

REQUIREMENTS
A. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

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

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

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