St. Helena City Council
October 13, 2026

City of St. Helena
City Council Regular Meeting
Tuesday, October 13, 2026 @ 6:00 PM
Vintage Hall Board Room - Second Floor
465 Main Street, St. Helena CA
PLEASE NOTE: Any person who wishes to speak regarding an item on the agenda or make a comment under the "Public Forum" portion of the agenda may do so, but please observe the time limit of four minutes.

The City Council meeting will be live-streamed on Comcast Channel 28 and on the City’s website.

Public comment for City Council meetings will be accepted via email via to [email protected]. All public comments must be received three hours prior to the meeting. All other public comments received after the deadline will be attached to the item the next business day or soon thereafter. Public comments will not be read out loud but will be publicly available and attached to the online City Council agenda.

To ensure interpreters are available, requests must be made at least 72 hours in advance by calling the Office of the City Clerk at (707) 968-2640 or emailing [email protected].

The schedule of upcoming meetings and published meeting agendas can be found on the City of St. Helena website at cityofsthelena.gov.

Servicios de interpretación en español durante la reunión pueden ser solicitados por el público.

Para asegurar que los intérpretes estén disponibles, los servicios tienen que ser solicitados al menos 72 horas antes de la reunión llamando a la oficina de la Secretaria de la Ciudad al (707) 968-2640 o por correo electrónico a [email protected].

El horario de las reuniones publicadas y próximas puede ser localizado en el sitio de web de la Ciudad en cityofsthelena.gov

1. CALL TO ORDER

2. ROLL CALL
Mayor: Paul Dohring, City Council Members: Aaron Barak, Michelle Deasy, Kate Spadarotto, Scott Diaz

3. PLEDGE OF ALLEGIANCE

4. ADOPTION OF THE AGENDA

5. APPROVAL OF THE MINUTES

5.1. Regular City Council Meeting Minutes of September 22, 2026

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

Estimated start time: 6:05 p.m.

6.1. Public Comment

7. REPORTS BY STAFF AND CITY COUNCIL, FUTURE AGENDA ITEMS, AND AB 1234 REPORTS
Reports by staff and/or Council Members on items of general interest. Brief questions for clarification may be posed and answered, and Council Members may request that items be placed on a future agenda. Except under certain circumstances, the Brown Act prohibits any other discussion or action by the City Council.

8. PRESENTATIONS AND PUBLIC RECOGNITIONS

8.1. Proclaiming October as Domestic Violence Awareness Month

9. STAFF BRIEFING AND PRESENTATIONS

9.1. Status Report on Interim Strategic Plan and 6-Month Implementation Framework

9.2. Water System Update

10. CONSENT ITEMS
Members of the Council or the public (present at the meeting) may ask that any items be considered individually for purposes of considering alternative action, for extended discussion, or for public comment. Unless that is done, one motion may be used to adopt all recommended actions. (Roll Call Vote) Estimated start time: 6:50 p.m.

10.1. Resolution to Amend the Planning Commission By-Laws CEQA Determination: Not a project pursuant to CEQA Guidelines Section 15378(b)(5).

Prepared By: Leza Mikhail, Director of Community Development Recommendation: Adopt a resolution approving the proposed amendments to the City of St. Helena Planning Commission By-Laws.

10.2. Planning Commission Work Plan for Fiscal Year 2026-27 and Accomplishments for Fiscal Year 2025-26.

CEQA Determination: Not a CEQA Project (CEQA Guidelines §15378) Prepared By: Leza Mikhail, Director of Community Development Recommendation: Adopt the Planning Commission Work Plan for Fiscal Year 2026-27, including the Commission’s accomplishments for Fiscal Year 2025-

26. 10.3. Consideration and Proposed Approval of a Resolution Authorizing Execution of a Professional Services Agreement with Hydrologics, Inc. to perform water system maintenance operations and related budget amendment.

CEQA Determination: Statutory Exemption
Prepared By: Bruce Zaeni, Project Manager, Joseph Leach, Director of Public Works
Recommendation: Adopt Resolution.

10.4. Consideration and Proposed Approval of a Resolution Authorizing execution of a Professional Services Agreement with Cannon Corporation for SCADA System Final Design and Preparation of Plans, Specifications and Estimate for Project CIP No. W18-113 in an Amount Not-to-Exceed $248,967 and applicable budget amendment.

CEQA Determination: Not a CEQA Project (CEQA Guidelines §15378) Prepared By: Bruce Zaeni, Project Manager
Recommendation: Approval of Resolution.

11. PUBLIC HEARINGS
Estimated start time: 7:00 p.m.

11.1. Introduce and waive the first reading of an ordinance amending Section

3.04.210 (Bidding procedures for various project amounts) by adding Subsection D (Design-Build) and adding Section 3.04.245 (Design-build contracts) to the St. Helena Municipal Code to authorize design-build project delivery in accordance with state law and adopting a design-build organizational conflict of interest policy.

CEQA Determination: Not a CEQA Project (CEQA Guidelines §15378) Prepared By: Eric Janzen, Asst. PW Director
Recommendation: Introduce the Ordinance and waive first reading.

12. OLD BUSINESS

13. NEW BUSINESS

13.1. Chief of Police Contract Ratification and Presentation of Chief of Police Badge CEQA Determination: Not a CEQA Project (CEQA Guidelines §15378) Prepared By: Martin Beltran, Finance Manager
Recommendation: Staff recommends approval of the attached resolution.

14. CITY COUNCIL REPORTS

15. ADJOURNMENT
The next Regular City Council meeting is scheduled for October 27, 2026 at 6 p.m.

This agenda was posted at City Hall, 1088 College Avenue, and at Vintage Hall, 465 Main Street, St. Helena, California on October 9, 2026.

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

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

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

SUPPLEMENTAL MATERIAL RECEIVED AFTER THE POSTING OF THE AGENDA Any supplemental writings or documents distributed to a majority of the City Council regarding any item on this Agenda, after the posting of the Agenda, will be available for public review in the City Clerk’s Office located at 1088 College Avenue, St. Helena, California, during normal business hours and by appointment. In addition, such writings or documents will be made available on the City’s website at cityofsthelena.gov and will be available for public review at the respective meeting.

MINUTES
City of St. Helena
Regular City Council Meeting
Tuesday, September 22, 2026 @ 6:00 PM
Vintage Hall Board Room - Second Floor
465 Main Street, St. Helena CA
A complete video recording of this meeting, except for closed session, can be found at https://sthelenaca.portal.civicclerk.com/ or by calling the City Clerk at (707) 968-2742.

The City Council video is the official record of the Council meeting.

Present: Mayor Paul Dohring, Vice Mayor Michelle Deasy, City Council Member Aaron Barak, City Council Member Scott Diaz

Absent: City Council Member Kate Spadarotto

1. CALL TO ORDER
Mayor Dohring called the meeting to order at 6:00 p.m.

2. ROLL CALL
Mayor: Paul Dohring, City Council Members: Aaron Barak, Michelle Deasy, Kate Spadarotto, Scott Diaz

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

4. ADOPTION OF THE AGENDA
City Council Member Aaron Barak moved to adopt the agenda. The motion was seconded by City Council Member Scott Diaz and on voice vote carried by the following vote:

AYES: Mayor Paul Dohring, Vice Mayor Michelle Deasy, City Council Member Aaron Barak, City Council Member Scott Diaz
NOES: None
ABSENT: City Council Member Kate Spadarotto
ABSTAIN: None
RECUSE: None

5. APPROVAL OF THE MINUTES
City Council Member Scott Diaz moved to approve the Regular City Council minutes of September 8, 2026. The motion was seconded by Vice Mayor Michelle Deasy and on voice vote carried by the following vote:

AYES: Mayor Paul Dohring, Vice Mayor Michelle Deasy, City Council Member Aaron Barak, City Council Member Scott Diaz

NOES: None
ABSENT: City Council Member Kate Spadarotto
ABSTAIN: None
RECUSE: None

5.1. Regular City Council Meeting Minutes of September 8, 2026

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

6.1. Public Comment
Public Comment was received by Bonnie Schoch.

7. REPORTS BY STAFF AND CITY COUNCIL, FUTURE AGENDA ITEMS, AND AB 1234 REPORTS
Reports by staff and/or Council Members on items of general interest. Brief questions for clarification may be posed and answered, and Council Members may request that items be placed on a future agenda. Except under certain circumstances, the Brown Act prohibits any other discussion or action by the City Council.

City Manager Jim McCann made the following announcements:
• Justin Tharp has been appointed the new Police Chief. Formal action and pinning ceremony are scheduled for the October 13, 2026, City Council meeting • New employees were introduced, including Ron Gill, Assistant Engineer in Public Works, and Sue Casey, Interim Administrative Services Director • The city is in the process of recruiting a permanent City Manager and is seeking community input. A survey is currently available on the City's website for members of the public to participate.
• An update on the implementation of the Business Efficiency Study will be presented by staff at the October 13, 2026, City Council meeting. • A Mayoral and Council Member forum for the upcoming elections will be held on Thursday, September 24 at 5:30 p.m. at the St. Helena Library. • The annual Harvest Festival will be held on October 17, 2026.

Vice Mayor Deasy requested that a report from the Finance Committee be

placed on an upcoming agenda. Mayor Dohring asked that staff and the Finance Committee Liaison to discuss when an appropriate time would be to schedule the report.

Mayor Dohring acknowledged the passing of Pat Dell, a long-time community member of St. Helena.

8. PRESENTATIONS AND PUBLIC RECOGNITIONS

9. STAFF BRIEFING AND PRESENTATIONS

9.1. Winter Weather and El Niño Preparedness Presentation by Fire, Police, and Public Works Departments
Fire Chief John Sorensen, Police Chief Justin Tharp, and Assistant City Manager/Director of Public Works Joe Leach presented the item.

9.2. PG&E Vegetation Management
Mark Van Gorder from PG&E gave a brief presentation on the item.

9.3. Water System Update
Assistant City Manager/Director of Public Works Joe Leach made a brief report on the item.

10. CONSENT ITEMS
Members of the Council or the public (present at the meeting) may ask that any items be considered individually for purposes of considering alternative action, for extended discussion, or for public comment. Unless that is done, one motion may be used to adopt all recommended actions. (Roll Call Vote) City Council Member Aaron Barak moved to approve the consent calendar. The motion was seconded by Vice Mayor Michelle Deasy and on roll call carried by the following vote:

AYES: Mayor Paul Dohring, Vice Mayor Michelle Deasy, City Council Member Aaron Barak, City Council Member Scott Diaz
NOES: None
ABSENT: City Council Member Kate Spadarotto
ABSTAIN: None
RECUSE: None

10.1. Consideration and Approval of a Resolution (1) Awarding the S26-05 Sewer Rehabilitation Project to The Trenchless Company; (2) Authorizing

the City Manager to execute a construction contract with The Trenchless Company; (3) Authorizing the Director of Public Works to approve construction change orders not to exceed 10% of the contract price (4) Declaring the project exempt from CEQA.

CEQA Determination: Categorical Exemption
Prepared By: Mario Traverso, Project Manager
Recommendation: Approve the Resolution

Adopted Resolution: 2026-098

10.2. Consideration and Approval of a Resolution Accepting the Work and Directing the Filing of the Notice of Completion for the Wastewater Treatment and Reclamation Plant Improvement Project (CIP S-52).

CEQA Determination: Not a project
Prepared By: Eric Janzen, Asst. PW Director
Recommendation: Approve the Resolution Accepting the Work and Directing the Filing of the Notice of Completion for the Wastewater Treatment and Reclamation Plant Improvement Project (CIP S-52).

Adopted Resolution 2026-099

10.3. Adoption of a Resolution authorizing Amendment #1 to Professional Services Agreement 2025-028 with Sherwood Engineers for the Highway 29 and Mills Lane Improvements Project for a Time and Materials, Not to Exceed amount of $69,600 to be funded from Transportation Mitigation Impact Fees, and authorizing associated transfers and budget amendments.

CEQA Determination: Statutory Exemption
Prepared By: Mario Traverso, Project Manager
Recommendation: Approve the Resolution
Adopted Resolution: 2026-100

10.4. Consideration and proposed adoption of a resolution authorizing (1) a temporary street closure of Hunt Avenue from November 23, 2026– January 5, 2027, with additional street closures on November 25, 2026; and (2) possession of open alcoholic beverages on public streets on November 25, 2026 for the Holiday Wine Barrel Tree installation and lighting ceremony.

CEQA Determination: Not a CEQA Project (CEQA Guidelines §15378) Prepared By: Ashley Sylvester, Director of Community Services Department
Recommendation: Staff recommends City Council review and adoption of the attached resolution.

Adopted Resolution: 2026-101

10.5. Resolution awarding the construction contract for the R24-04 Oak Avenue Surface Improvement Project to Argonaut Constructors, Authorizing the Public Works Director to approve change orders not-to-exceed 15% of the contract rice; Authorizing related actions and approving budget amendments.

CEQA Determination: Categorical Exemption, Class 1, Existing Facilities Prepared By: Mario Traverso, Project Manager
Recommendation: Approve the Resolution
Adopted Resolution: 2026-102

10.6. Waiver of Second Reading and Adoption of Ordinance Amending Sections

2.52.010 to 2.52.070 of Chapter 2.52 of Title 2 of the St. Helena Municipal Code Regarding the Library Board of Trustees.

CEQA Determination: Not a CEQA Project (CEQA Guidelines §15378) Prepared By: Ashley Sylvester, Director of Community Services Department
Recommendation: The Board of the St. Helena Public Library and City staff recommend that the City Council waive the second reading and adopt the ordinances by title only the changes to Chapter 2.52 of the City's Municipal Code which govern the Board. By doing so, the Municipal Code would more accurately reflect the current duties and responsibilities of the Library Board and ensure compliance with Education Code 18900.

Adopted Ordinance: 2026-11

10.7. A Resolution of the City Council of the City of St. Helena Identifying the Terms and Conditions for Fire Department Response Away from Their Official Duty Station and Assigned to an Emergency Incident CEQA Determination: Not a CEQA Project (CEQA Guidelines §15378) Prepared By: Alec Vidler, Fire Inspector
Recommendation: Approve Resolution No. 2026-XX, to allow for reimbursement of “portal-to-portal” travel time, for Department of Interior incident responses.

Adopted Resolution: 2026-103

11. PUBLIC HEARINGS

11.1. Consideration of a Resolution Approving a Reimbursement Agreement with Nicca Holding for the Sulphur Springs Sewer Extension.

CEQA Determination: Statutory Exemption; Installation of a new pipeline, less than 1 mile in length in public right-of-way.

Prepared By: Mario Traverso, Project Manager
Recommendation: Approve the Resolution
Prior to the presentation, City Attorney Ethan Walsh explained that Council Member Diaz's residence was located within 500 feet from the project. As a result, Council Member Diaz recused himself from the item and left the room during the presentation and vote.

Project Manager Mario Traverso presented the item.

Mayor Dohring opened the Public Hearing. Public comments were received from Joshua Parke.

The matter was then turned over to the Council for further discussion, comments and questions.

City Council Member Aaron Barak moved to adopt the resolution. The motion was seconded by Vice Mayor Michelle Deasy and on roll call carried by the following vote:

AYES: Mayor Paul Dohring, Vice Mayor Michelle Deasy, City Council Member Aaron Barak, City Council Member Scott Diaz
NOES: None
ABSENT: City Council Member Kate Spadarotto
ABSTAIN: None
RECUSE: None
Adopted Resolution: 2026-104

12. OLD BUSINESS

12.1. Consideration of an Ongoing Discolored Water Incident Credit Policy

CEQA Determination: Not a CEQA Project (CEQA Guidelines §15378) Prepared By: James McCann, Interim City Manager
Recommendation: Adopt Resolution approving:

1. The establishment of an ongoing reporting-based Water Credit Policy for active customers who log verified discolored water incidents on the "St.

Helena Grapevine" online portal or via direct phone call to City Staff.

2. Authorization for the City Manager and Director of Finance to establish administrative guidelines to implement, calculate, and process ongoing usage credits and damage claims.

Interim City Manager McCann presented the item.

Mayor Dohring opened the public comment period. Public Comment were received by Bonnie Schoch, Garry Rose and Joshua Parke.

The matter was then returned to the Council for further discussion and questions. While the Council expressed appreciation for the sentiment behind providing a credit to those affected, the Council decided not to move forward in establishing a credit policy. Instead, individuals may submit claims for damages under the City's existing claims policy.

13. NEW BUSINESS

14. CITY COUNCIL REPORTS
Vice Mayor Deasy reported on the Climate Action Committee and the RCCAP report.

Mayor Dohring made brief comments on LAFCO, Flood Control project in Napa and NVTA.

15. ADJOURNMENT
Mayor Dohring adjourned the meeting at 7:32 p.m.

The next Regular City Council meeting is scheduled for October 13, 2026.

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

Outlook
Public Comment for next City Council
From Michelle Covell <[email protected]>
Date Tue 9/29/2026 7:45 AM
To Paul Dohring <[email protected]>; Michelle Deasy <[email protected]>; Scott Diaz <[email protected]>; Aaron Barak <[email protected]>; Kate Spadarotto <[email protected]>; Andrew Bradley <[email protected]>; James McCann <[email protected]>
Cc Charles Covell <[email protected]>

I drank the water while I was pregnant. My baby developed a neurotube defect.

He had to have brain surgery at 11 months old during covid. I find it very concerning to see how high the manganese levels are showing up in independent analysis.

Children and infants, in particular. Perhaps maybe pregnant women were never studied, because who would give a pregnant lady high manganese water?

City of Saint Helena

PROCLAMATION
Domestic Violence Awareness Month
October 2026
WHEREAS, NEWS, Domestic Violence and Sexual Abuse Services is commemorating 45 years of service to survivors of domestic violence in Napa County, having opened the first confidential safe house on October 5th, 1981, and began providing safety to those escaping abuse; and
WHEREAS, every year since 1989, the United States Congress has proclaimed October as Domestic Violence Awareness Month, renewing our Country’s commitment to standing against domestic violence and meeting the needs of survivors; and WHEREAS, Domestic Violence Awareness Month is about raising awareness and uplifting the needs, voices and experiences of survivors. This year’s national campaign of “With Survivors Always” calls on us to explore what it means to be in partnership with survivors toward safety, support, and solidarity; and
WHEREAS, domestic violence is a public health concern that impacts the well-being and success of individual community members, as well as the community as a whole. Data from the U.S. Center of Disease Control’s 2022 National Intimate Partner and Sexual Violence Survey (NIPSVS) show that nearly 1 in 3 women and 1 in 4 men in the U.S. report experiencing severe physical violence from an intimate partner in their lifetime while nearly half of U.S. adults have experienced psychological aggression such as humiliating or controlling behaviors from their partner. Domestic violence can cause severe physical and emotional distress for survivors who are more likely to become suicidal and lose economic opportunities from the abuse. Children who witness abuse are likely to experience abuse themselves and are often used to control other family members which can have lifelong impacts on their mental health. Aside from the obvious physical and emotional trauma inflicted, domestic violence contributes to over 10% of all intentional violent deaths (not including suicide) and costs America over 8 billion dollars a year; and WHEREAS, by observing October as Domestic Violence Awareness Month we show that our community is committed to supporting survivors and working toward the prevention of domestic violence among future generations.

NOW, THEREFORE LET IT BE RESOLVED THAT I, Paul Jamison Dohring, Mayor, on behalf of the City Council of the City of St. Helena, do hereby proclaim October 2026 as “Domestic Violence Awareness Month”, and encourage all residents of St. Helena to honor domestic violence survivors and those who serve them during this month and throughout the year.

Dated this 13th day of October, 2026
Signed: __________________________
Paul Jamison Dohring, Mayor

Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Community Development Department - Planning Division DATE: October 13, 2026
FROM: Leza Mikhail, Director of Community Development
SUBJECT: Planning Commission By-Laws – Proposed Amendments

RECOMMENDED
ACTION:

Adopt a resolution approving the proposed amendments to the City of St. Helena Planning Commission By-Laws.

PREVIOUS COUNCIL
ACTION:

July 17, 2018 – Amended the Planning Commission By-laws

STATEMENT OF THE
PURPOSE:

Update the Planning Commission By-Laws to update
nomenclature, accurate citations, provide clarification to reflect current processes, and provide consistency with the existing Municipal Code.

FINANCIAL IMPACT: None
CEQA DETERMINATION: Not a project pursuant to CEQA Guidelines Section 15378(b)(5).

BACKGROUND:

The City of St. Helena Planning Commission By-Laws establish rules governing the organization of the City’s Planning Commission, the convening and conduct of the Commission meetings, and the transaction of Commission business when acting in an official capacity.

The existing By-Laws were adopted in 2018. The proposed amendments update the By-Laws to address minor clarifications and changes to Commission procedures, meeting administration, agenda organization, public hearing procedures, and other provisions governing the conduct of Commission business.

Under the City’s applicable procedures and the Planning Commission By-Laws, amendments recommended by the Planning Commission are subject to final approval by the City Council.

The proposed amendments are presented in redline form as an attachment to this report for the Commission's review.

DISCUSSION:

The proposed amendments are intended to update and clarify the Planning Commission ByLaws and improve the organization and administration of Commission meetings. The principal

amendments are summarized below.

Organization and Officers
The proposed amendments revise provisions governing the election and duties of Commission officers. The revised provision continues to provide for annual election of the Chair and Vice Chair, while adding procedures to address vacancies resulting from resignation. In the event of a Chair vacancy, the Vice Chair would serve as acting Chair until a new Chair is formally elected.

While the originally proposed amendments introduced annual rotation of the Chair and Vice Chair positions as a general practice intended to provide Commissioners opportunities to serve in leadership roles, while recognizing that a Commissioner may decline to serve in either position, a majority of the Commission recommended not including this general practice. As such, the version of the By Laws before the City Council do not include this measure.

The amendments also clarify the administrative roles of the Secretary of the Commission and the City Attorney. The Secretary would generally be the Director of Community Development or the Director's designee and would remain responsible for the preparation of the Commission minutes and maintenance of Commission records. The City Attorney would continue to be the designated legal counsel to the Planning Commission.

These changes are intended to provide greater clarity regarding Commission leadership and administrative responsibilities.

Meeting Schedule and Administration
One of the more substantive proposed amendments concerns the Commission’s regular meeting schedule. The proposed amendments revise the provisions governing regular Commission meetings. The By-Laws currently provide for regular meetings on the first and third Tuesdays of the month. The proposed language provides for one regular meeting per month, designated for the third Tuesday, while retaining provisions addressing holidays, additional or special meetings, meeting locations, and notice requirements.

The amendments also update the provisions governing emergency and special meetings and address circumstances in which a quorum is not available.

This proposal for future amendments to the Commission’s By-Laws with respect to holding one meeting a month was presented as a matter of Department operations at a previous Planning Commission meeting during the Director’s report. At that time, the Director also noted that the change was also in line with the City’s Municipal Code Section 2.60.030 of the St. Helena Municipal Code, which states that the Planning Commission shall meet a minimum of one day a month.

Agenda and Order of Business
The proposed amendments update both the provisions governing preparation of

Planning Commission agendas and revise the regular order of business.

The amendments retain the requirement that an agenda be prepared for each Planning Commission meeting and continue to require matters presented to the Commission to comply with applicable City requirements. The proposed order of business is also reorganized and consolidated. Among other changes, the revised list replaces the existing "Scheduled Matters" category with "Other Business" and modifies the organization of staff and Commission reports and the agenda forecast.

The proposed revisions are intended to make the regular order of business more straightforward and easier to administer while maintaining the major types of business regularly considered by the Commission.

Public Hearings and Public Participation
The proposed amendments update the procedures governing public hearings and public participation. The revised provisions address written materials submitted before and after distribution of the agenda packet, public testimony, applicant or appellant presentations, Commission questions, responses to issues raised during testimony, deliberation, motions, and voting.

The proposed By-Laws continue to provide an opportunity for members of the public to address the Commission and establish the sequence for presentations and testimony during a public hearing. The Chair would continue to manage the order and timing of presentations and public testimony consistent with the By-Laws.

The proposed amendments also clarify the sequence of a public hearing, including opening the hearing, disclosure of ex parte communications, presentation of the staff report, applicant or appellant presentation, Commission questions, public testimony, responses to information raised during testimony, closure of the public hearing, Commission deliberation, motion-making, and voting.

These revisions are intended to improve clarity concerning the sequence and administration of Planning Commission public hearings.

Voting, and Parliamentary Procedure
The proposed amendments also continue to require Commissioners to conduct their duties in accordance with the City's applicable Standards of Conduct and Meeting Procedures and retain provisions addressing conflicts of interest under State law and applicable City procedures. These provisions reinforce the expectation that Commissioners conduct official business consistently with applicable legal and City requirements.

Administrative and Housekeeping Amendments.

In addition to the substantive procedural revisions described above, the redline includes updates to terminology, titles, addresses, rule numbering, dates, and other administrative provisions. These changes are intended to improve the accuracy, clarity, and

organization of the By-Laws and to reflect current City terminology and administrative practices.

ADDITIONAL INFORMATION
The proposed amended Planning Commission By-Laws are provided in both redline and clean form for City Council consideration and adoption. The redline version illustrates the edits and amendments proposed for the Planning Commission’s recommendation to the City Council.

The City Council is the ultimate approving body of all Commission By-Laws that have been established throughout the City.

Staff recommends that the City Council review the proposed amendments to the Planning Commission By-Laws, which are consistent with the Department’s operations, capacity and general Work Plan. For these reasons, Staff has prepared amendments that are supported by the Department of Community Development and have been reviewed and supported by the City Attorney.

ENVIRONMENTAL REVIEW:

Approval of an update to the Planning Commission By-Laws is not a project under the California Environmental Quality Act (CEQA), pursuant to CEQA Guidelines Section 15378(b)(5).

GOAL:

Approval of the Amendment to the Planning Commission By-Laws supports City Council Goal 7: “Optimize Organizational Effectiveness.” Additionally, the amended Planning Commission By-Laws support the Implementation Framework for the Interim Strategic Plan (IFISP) approved by the City Council on August 25, 2026. Specifically, Goal 1 of the IFISP to address procedures and policies, some-of-which may necessitate updating.

ATTACHMENTS:

1. Resolution - Planning Commission By-Laws

2. PC BY-LAWS 2026-Amendment-Final Clean

3. Planning Commission Resolution - PC2026-017

CITY OF ST. HELENA
RESOLUTION NO. 2026-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ST. HELENA APPROVING AMENDMENTS TO THE CITY OF ST. HELENA PLANNING COMMISSION BY-LAWS

RECITALS
WHEREAS, the City of St. Helena Planning Commission By-Laws establish rules governing the organization of the Planning Commission, the conduct of Commission meetings, and the transaction of Commission business; and WHEREAS, the existing Planning Commission By-Laws were adopted in 2018; and
WHEREAS, the City has prepared amendments to update and clarify provisions relating to Commission organization and officers, meeting schedules and administration, agenda preparation and order of business, public hearing procedures, Commission conduct, and other administrative matters; and
WHEREAS, the proposed amendments are intended to provide a clearer and more consistent framework for the organization and administration of Planning Commission meetings; and
WHEREAS, amendments to the Planning Commission By-Laws are subject to approval by the City Council; and
WHEREAS, on September 15, 2026, the Planning Commission considered the proposed amendments at a duly noticed public meeting and considered all oral and written information presented regarding the amendments.

WHEREAS, the City Council has considered the proposed amendments, the staff report, the proposed clean and redline versions of the Planning Commission ByLaws, and all oral and/or written information presented regarding the amendments; and NOW, THEREFORE, the City Council of the City of St. Helena resolves as follows:

RESOLUTION
A. CEQA Determination. The City Council finds that the proposed amendments concern internal governmental organization and administrative procedures and do not constitute a “project” subject to the California Environmental Quality Act pursuant to CEQA Guidelines Section 15378(b)(5).

B. The City Council approves the amended City of St. Helena Planning Commission By-Laws, substantially in the form attached hereto as Exhibit A.

C. Effective Date. The amended Planning Commission By-Laws shall become effective upon approval by the City Council.

Approved at a Regular Meeting of the City Council of the City of St. Helena on October 13, 2026, by the following vote:

Mayor Dohring:

Vice Mayor Deasy:

Council Member Barak:

Council Member Spadarotto:

Council Member Summers:

APPROVED: ATTEST:
________________________ _______________________
Paul Jamison Dohring, Mayor Erika Opp, Acting City Clerk

Planning Commission By-Laws
October 13, 2026
1 of 5
ST. HELENA PLANNING COMMISSION

BY-LAWS
The following rules shall be applicable to the organization of the St. Helena Planning Commission, to the convening or calling of meetings, and to the transaction of business when the Commission has convened and acts or serves in an official capacity, pursuant to law.

ORGANIZATION AND ELECTION

AND DUTES OF OFFICERS
RULE 1. The Commission shall elect a Chairperson (Chair) and Vice Chairperson (Vice-Chair) and designate a Secretary at the first regular meeting of the Planning Commission in July to serve for a period of one year from the date of their election. However, the Planning Commission, by majority vote, may choose to elect a Chair or Vice-Chair at a different meeting to address a resignation. In the case of a resignation of the Chair, the Vice-Chair shall become the interim Chair until formal election of a new Chairoccurs.

RULE 2. The Chair of the Planning Commission shall preserve order and decorum and shall decide questions of order. The Vice-Chair shall preside in the absence of the Chair.

RULE 3. The Chair of the Planning Commission may second any motion and present and discuss any matter as a member of the Commission without having to step down from the Chair and shall be entitled to vote on all matters before the Planning Commission.

RULE 4. The Secretary shall be a City employee, normally the Director of Community Development, or their designee.

RULE 5. The Secretary, or their designee, shall be responsible for the preparation of the Planning Commission minutes and the Secretary shall assure that all official actions or decisions by the Commission shall be recorded within the minutes. Consistent with Municipal Code Section

2.60.030, the Commission shall keep a public record of its resolutions, transactions, findings and determinations. Those records are kept as minutes that summarize Commission action, in the same manner as City Council minutes.

RULE 6. The City Attorney of the City of St. Helena shall be the legal counsel to the Planning Commission.

RULE 7. The video recordings of each meeting are designated as the official record of the Planning Commission agenda and action and are to be made available on the City of St. Helena website.

RULE 8. To the greatest extent possible, Commissioners should not correspond with each other via email regarding official business of the Commission, or when discussing matters that may be considered at a future public hearing. Commissioners are expected to make independent reviews and decisions on Agendized items that may be presented to the Commission.

SCHEDULE OF MEETINGS

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RULE 9. The Planning Commission shall hold at least one Regular Meeting per month, consistent with Section 2.60.030 of the St. Helena Municipal Code. The designated meeting shall be held on the third Tuesday of the month. In the event the first or third Tuesday is a holiday, an alternate meeting may be held. An additional Adjourned Meeting may be held, if necessary. Such regular meetings may be canceled by a vote of the majority of Commission members present at a regular or special meeting, when a quorum is not available, or if there is a lack of items to be scheduled for consideration at the discretion of the Director of Community Development. Meetings shall be held in the same location used by the City Council or at City Hall or the Fire Department starting at 6:00 P.M. Adjourned Meetings, Special Meetings, meeting relocation, or revised starting time shall be by a three-fifths vote of the Planning Commission. Notice of such meeting shall be given in accordance with State law.

RULE 10. Emergency or special meetings may be called as provided in Section 54956 of the Government Code of the State of California. The Secretary of the Commission or their designee may poll the Commission for a quorum to establish an emergency or special meeting.

RULE 11. In the absence of a quorum for a regularly scheduled meeting, all items on the agenda shall be continued to the next scheduled meeting.

AGENDA
RULE 12. An agenda shall be prepared by the Secretary of the Planning Commission for each meeting of the Planning Commission.

RULE 13. All matters to be considered by the Commission shall be properly filed with the City in compliance with the provisions, standards, and procedures established by adopted City Ordinances and Department application requirements. The Secretary shall not accept for presentation to the Commission any matter unless it is properly made on the prescribed forms and properly filled out with all data attached.

RULE 14. Any matter that comes before the Commission orally under Public Forum shall not be discussed or acted upon by the Commission unless and until it is heard as a scheduled agenda item at a Regular, Adjourned, or Special meeting of the Commission.

RULE 15. Request for informal or advance decisions concerning potential future developments or plans shall not be considered by the Planning Commission.

RULE 16. The regular order of business of the Commission shall be:

1. CALL TO ORDER

2. PLEDGE OF ALLEGIANCE & ROLLCALL

3. MINUTES / CONSENT APPROVAL

4. PUBLIC FORUM

5. CONTINUED ITEMS

6. PUBLIC HEARINGS

7. OTHER BUSINESS

8. REPORTS BY STAFF AND PLANNINGCOMMISSION

9. AGENDA FORECAST

10. ADJOURNMENT

RULE 17. The Chairperson may revise the order of the agenda for a particular meeting in order to expedite business for the convenience of the public or for improved continuity.

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RULE 18. Commission meetings may remain in session up to, but no later than 10:00 P.M.

However, the Commission may, by a unanimous vote, extend the meeting if the Commission deems such extension necessary. Otherwise, the meeting shall be adjourned to another day acceptable to the Commission, or unfinished business may be continued to the next Regular Meeting.

CONDUCT OF PUBLIC HEARINGS
RULE 19. Letters, petitions, or other written material pertaining to any item on the agenda may be filed with the secretary of the Commission prior to the time of the public hearing or may be presented to the Commission at the time of the public hearing. The Commission shall consider such material in deciding any issue before it. All written material shall become part of the Commission’s file on the agendaitem.

RULE 20. Items submitted after packet distribution: Materials related to any item on the Agenda submitted to the Planning Commission after distribution of the agenda packet are available for inspection in the Secretary of the Commission’s office at 1088 College Ave., St. Helena, CA during normal business hours. All such materials will be brought to the meeting and will be available for public inspection at the meeting site. Either City Staff or the Chairperson at the hearing shall give public notice of any such materials. If copies are not available in sufficient quantity for interested parties or members of the public at the hearing, the Chairperson shall take reasonable steps to afford all such persons the opportunity to inspect the materials before the start of the hearing on a scheduled matter. The purpose of the foregoing is to avoid the interruption of testimony with requests for inspection ofmaterials.

RULE 21. Any person desiring to address the Planning Commission may, when recognized by the Chair give his or her name and address. A person appearing in a representative capacity should provide the name and should provide address of each represented party. Each person wishing to speak shall submit a speaker slip to the Secretary or their designee, and the Chair may hear testimony in the following order, when applicable:

1. Applicant and/or Appellant of subject application (if applicable),

2. Public Testimony in the order speaker slips are received, and

3. Rebuttal by Applicant and/or Appellant (if applicable).

RULE 22. Testimony and argument relative to any item scheduled on the agenda as a Public Hearing shall, unless otherwise ordered by the Chair, be presented in the following order and within the time limitsspecified.
a. The Chairshall declare the Public Hearing to be open. b. The Chair shall ask if any Commissioners have any disclosure(s) of Ex Parte Communication* c. Staff Report, including acknowledgement and/or reading of written testimony. d. Presentation of the project by applicants or appellants, and/or agents/consultants directly associated with the project. (10 minutes)
e. Commission questions to staff and the applicant for purposes of clarification of staff report and proposed project.
f. Public Testimony in support or opposition of the project. (4 minutes per person) g. Applicant and/or staff response to new information or questions raised by public testimony. h. Chair declares public hearingto be closed.
i. Planning Commission deliberation, and motion.
j. Roll Call Vote.
k. The Chair shall read Appeal language at the end of any matter where a decision is rendered on an appealable item.

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Note: At the option of the Chair, the public, applicant and/or appellant may give further testimony on a question posed through the Chair, provided it is directly related to a motion.
* Ex Parte Communication is hereby defined as any additional factual information obtained by commissioners that pertains to an individual decision, including visiting a project site, meeting with a project applicant and/or meeting with interested citizens.

RULE 23. The Chair may, in the interest of facilitating the business of the Planning Commission, limit the amount of time that a person may use in addressing the Planning Commission, but in no case shall the limitation be less than one minute. Opponents and proponents shall be given equal opportunity for presentation. A project applicant should always be given the right, reasonable opportunity and time, to respond fully to evidence and arguments presented after the applicant has made his/her opening presentation.

RULE 24. The applicant or his or her appointed representative may, with the permission of the Planning Commission, withdraw, or request a continuance on any matter pending before the Commission at any time prior to the Commission acting on such matter.

VOTING
RULE 25. A majority of the members of the Commission shall constitute a quorum. Unless otherwise required by federal, state or local regulation, the affirmative vote of a majority of the quorum is necessary to take action. If a majority is unable to be assembled on any motion (including a motion to continue a matter to a specific time) relating to a specific project for which the Commission must make a recommendation to the City Council, the project shall be referred to Council with a divided recommendation which reflects the individual votes of the Commissioners.

If a majority is unable to be assembled on any motion (including a motion to continue a matter to a specific time) relating to a specific project for which the Commission has final authority, the matter before the Commission shall be deemed denied and the applicant may appeal such decision in accordance with the applicable rules. A tie vote, or deadlock, constitutes a denial unless the applicant requests a continuance of the item to a subsequent meeting at which a quorum is present, prior to a vote to deny the item.

RULE 26. On matters of procedure or order of business the Chairperson may make a motion and without a second and after calling for objection and hearing none, so order. In the event of objection, the Chairperson shall call for a second and a roll call vote.

MISCELLANEOUS
RULE 27. The Commission shall conduct their duties in keeping with the governing standards as provided by the Rules of Procedure for the Conduct of Meetings and Standards of Conduct document that is adopted by the City Council and amended from time to time, maintaining the highest level of professionalism during their tenure serving the residents of the City of St. Helena.

RULE 28. Unless otherwise provided by these Rules, all proceedings before the Commission shall be conducted in accordance with and pursuant to the parliamentary rules of procedure as prescribed in “Rosenberg’s Rules ofOrder.”
RULE 29. Testimony and argument relative to any other item on the agenda shall generally follow the procedure for a Public Hearing as may be modified at the discretion of the Chairperson.

RULE 30. Any rule of these By-Laws may be altered, amended, or repealed by majority vote of the Commission (subject to approval by the City Council), except that such alteration, amendment, or

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repeal shall not affect any pending matter.

RULE 31. A Resolution of the Planning Commission may be adopted conditionally and referred to the Secretary of the Commission for drafting in proper form.

RULE 32. Commission members shall decide for themselves whether they have a conflict of interest on any matter before the Commission. Such determination shall be made in accordance with State law and the City of St Helena Protocol for Committee, Commissions and Boards or any amendment thereto. When a member has disqualified themselves, they shall remove themself from the dais stating their reasons for conflict of interest. The member shall also remove themself from the meeting room, unless they are permitted to remain for a qualified interest as set forth in State law.

RULE 33. Failure to adhere to any of these rules does not result in the invalidation of any decision or action of the PlanningCommission.

RULE 34. Any violation of these rules does not result in a cause of action against the City of St.

Helena.

RULE 35. Subject to compliance with all established laws and regulations, any violation of these rules shall not impact the outcome of a vote or action on a specific project.

Amended, Approved and Adopted at a Regular Meeting of the City Council on October 13, 2026, by roll call vote.

CITY OF ST. HELENA PLANNING COMMISSION
RESOLUTION NO. PC2026- 017
A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF ST. HELENA

RECOMMENDING THAT THE CITY COUNCIL APPROVE AMENDMENTS TO THE CITY OF ST. HELENA PLANNING COMMISSION BY-LAWS

RECITALS
WHEREAS, the City of St. Helena Planning Commission By-Laws establish rules governing the organization of the Planning Commission, the conduct of Commission meetings, and the transaction of Commission business; and WHEREAS, the existing Planning Commission By-Laws were adopted in 2018; and
WHEREAS, the City has prepared amendments to update and clarify provisions relating to Commission organization and officers, meeting schedules and administration, agenda preparation and order of business, public hearing procedures, motions and voting, Commission conduct, and other administrative matters; and WHEREAS, the proposed amendments are intended to provide a clearer and more consistent framework for the organization and administration of Planning Commission meetings; and
WHEREAS, amendments to the Planning Commission By-Laws are subject to approval by the City Council; and
WHEREAS, on September 15, 2026, the Planning Commission considered the proposed amendments at a duly noticed public meeting and considered all oral and written information presented regarding the amendments.

NOW, THEREFORE, BE IT RESOLVED that the Planning Commission of the City of St. Helena hereby resolves as follows:

RESOLUTION
A. CEQA Determination. The Planning Commission finds that the proposed amendments concern internal governmental organization and administrative procedures and do not constitute a "project" subject to the California Environmental Quality Act pursuant to CEQA Guidelines Section 15378(b)(5).

B. Recommendation. The Planning Commission recommends that the City Council approve the amended City of St. Helena Planning Commission By-Laws, substantially in the form attached hereto as Exhibit A, including any amendments approved by the Planning Commission at its September 15, 2026 meeting.

PC By-Laws
Resolution
s•-ber 9, 2026

Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Community Development Department - Planning Division DATE: October 13, 2026
FROM: Leza Mikhail, Director of Community Development
SUBJECT: Planning Commission Work Plan for Fiscal Year 2026-27 and Accomplishments for Fiscal Year 2025-26.

RECOMMENDED
ACTION:

Adopt the Planning Commission Work Plan for Fiscal Year 2026- 27, including the Commission’s accomplishments for Fiscal Year 2025-26.

PREVIOUS COUNCIL
ACTION:

N/A

STATEMENT OF THE
PURPOSE:

Present the City’s first Planning Commission Work Plan, intended to be affirmed annually by the City Council to establish clear goals to accomplish each fiscal year for the Planning Commission and Staff.

FINANCIAL IMPACT: No fiscal impact is identified from approval of the Planning Commission Work Plan itself. Implementation is expected to occur through existing departmental operations, resources and/or applicant project submittals that require Planning Commission approval.

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

The Planning Commission is a five-member body appointed by the City Council that serves as the City's advisory body on planning and development matters. Pursuant to Chapter 2.60 of the St. Helena Municipal Code, the Commission carries out duties delegated by the City Council and the Municipal Code, including reviewing development applications, conducting public hearings, making recommendations on planning-related legislative matters, reviewing environmental documents, and evaluating development proposals for consistency with adopted City plans, policies, and regulations.

The City is currently in the process of establishing uniform and prescribed annual work plans for each of its committees and commissions for approval and alignment with City Council goals and available resources by department. On July 7, 2026, the Planning Commission accepted a Draft PC Work Plan for FY 2026-27, and recommends the City Council adopt the PC Work

Plan prepared by Staff for the Fiscal Year 2026-27, and include the Accomplishments of the Planning Commission for Fiscal Year 2025-26. The Work Plan has also been slightly modified by the City Manager to include additional items for the City Council’s consideration to establish an annual strategy for which the Planning Commission and City Staff are expected to focus on.

The PC Work Plan (attached) covers responsibilities and goals to focus on between July 1, 2026 and June 30, 2027, and is being presented to the City Council for final adoption. Future Work Plans are anticipated to be presented to the City Council annually as a “best practice” by June of each fiscal year.

DISCUSSION:

The PC Work Plan establishes a framework and strategy for the Commission's anticipated activities, projects, public hearings, workshops, training, and coordination during the fiscal year. The PC Work Plan is intended to support agenda planning, public transparency, and coordination with City Council priorities. It is guided by adopted Council objectives related to housing, zoning code updates, community enhancement, economic development, permit streamlining, public engagement, interdepartmental coordination, and organizational effectiveness. Several PC Work Plan items are also driven by State housing law, statutory review deadlines, applicant-submitted development applications, and previously initiated policy work directed by the City Council, City Manager and/or Department Director.

Accordingly, the PC Work Plan is intended to remain flexible and may be adjusted as priorities, legal requirements, staff capacity, and City Council direction evolves.

The Planning Commission’s bylaws establish the Commission’s meeting schedule, order of business, and meeting procedures, including scheduled matters and agenda forecasting. The PC Work Plan functions within that existing procedural framework. It does not amend the bylaws, establish new procedural rules, or authorize the Commission to make informal or advance decisions or directives on potential future development applications or policy projects.

Anticipated Projects Under PC Purview
Anticipated land use applications, legislative matters, and policy work include the Alilia Hotel Expansion, 1360 Main Street Redevelopment (Hotel), Adams Street Castellucci Hotel, and Spring Vineyard Housing Project Appeal. The Work Plan also identifies potential Zoning Ordinance amendments addressing accessory dwelling units, short-term rentals, signs, and miscellaneous code updates; review and potential update of the Inclusionary Housing Ordinance; the General Plan Annual Review; establishing a Housing Strategy; review and update of the Planning Commission By-Laws; and review of selected Zoning Ordinance provisions intended to streamline processes and promote economic development.

PC Educational Workshops
Potential educational workshops, subject to Department workload and capacity, include the Brown Act and Robert's Rules of Order; the role of a Planning Commissioner; developing findings, conditions of approval and mitigation measures; architectural plan review and design review guidelines; City communications, engagement programs and tools; Capital Improvement Plans and the Planning Commission's role; and California Environmental Quality Act and State legislative updates, including the Permit Streamlining Act. Additional informational presentations may be coordinated with other City departments, agencies, and

community organizations on emergency preparedness, evacuation and wildfire considerations, regional climate planning, transportation planning, Housing Element and RHNA implementation, LAFCO, the Vine Trail, and local tourism and business organizations.

PC Accomplishments (FY 2025-26)
The FY 2025-2026 accomplishments included Planning Commission recommendations to the City Council on the 1030 Fulton Lane General Plan Amendment; Vision Triangle, Calculation of Floor Area, Short-Term Rental, Alcohol Sales, and On-site Storage Zoning Ordinance amendments; and the Spring Grove, Sylvaner, and Kidd Ranch subdivision/parcel map matters. The Commission also conducted study sessions concerning the 2023 Zoning Code Update, ADU Ordinance Amendment, and Short-Term Rental Ordinance Amendment, and reviewed discretionary development applications including major design review, demolition, conditional use permits/amendments, tentative subdivision maps, and major sign permits.

The Work Plan provides a framework for the Commission's work during FY 2026-27 rather than a fixed schedule of future agenda items. The timing and scope of individual projects may change based on application submittals, City Council direction, Department workload and capacity, legal requirements, and the availability of outside agencies or staff.

ENVIRONMENTAL REVIEW:

Approval of the Planning Commission Work Plan and receipt and filing of the Commission’s accomplishments are administrative actions. No project-specific discretionary approval is being granted by the City Council through this action; therefore, the action is not subject to the Californian Environmental Quality Act (CEQA).

GOAL:

The Work Plan supports the City’s goal of maintaining effective planning and development review processes by establishing a clear framework and strategy for the Planning Commission’s anticipated work, policy review, public hearings, educational works and coordination during a fiscal year. Approval of the annual Planning Commission Work Plan supports City Council Goal 7: “Optimize Organizational Effectiveness.” Additionally, adoption of the Planning Commission Work Plan supports the Implementation Framework for the Interim Strategic Plan (IFISP) approved by the City Council on August 25, 2026. Specifically, Goal 1 of the IFISP to address procedures and policies, some-of-which may necessitate updating, or establishment; and Goal 5 of the IFISP to provide a strategize framework for the Planning Commission and City Council to address priorities which include housing strategy, economic development, the City's downtown, and considerations of the City's Sphere of Influence.

ATTACHMENTS:

1. Resolution - Planning Commission Work Plan FY2026-27

2. FINAL - Planning Commission Work Plan

CITY OF ST. HELENA
RESOLUTION NO. 2026-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ST. HELENA ADOPTING THE PLANNING COMMISSION WORK PLAN FOR FISCAL YEAR 2026-27 AND

ACKNOWLEDGING THE PLANNING COMMISSION ACCOMPLISHMENTS FOR FISCAL YEAR 2025-26

RECITALS
WHEREAS, the Planning Commission is a five-member body appointed by the City Council and performs planning and development review responsibilities pursuant to Chapter

2.60 of the St. Helena Municipal Code; and
WHEREAS, the City is establishing annual work plans for its committees and commissions to align their activities with City Council goals and available departmental resources; and
WHEREAS, on July 7, 2026, the Planning Commission accepted a draft Planning Commission Work Plan for Fiscal Year 2026-27 and recommended its adoption by the City Council; and
WHEREAS, the proposed Work Plan, as further modified for City Council consideration, establishes a flexible framework for the Planning Commission’s anticipated projects, policy review, public hearings, workshops, training, and coordination during the period July 1, 2026 through June 30, 2027; and
WHEREAS, the Work Plan is intended to support City Council priorities, public transparency, and effective coordination while remaining subject to applicable law, staff capacity, project submittals, and future City Council direction; and WHEREAS, the Planning Commission’s accomplishments for Fiscal Year 2025-26 are including as reference; and
WHEREAS, the City Council has considered the Planning Commission Work Plan for Fiscal Year 2026-27, the accomplishments for Fiscal Year 2025-26, the staff report, and all oral and written information presented concerning this matter.

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

RESOLUTION
A. CEQA Determination. The City Council finds that adoption of the Planning Commission Work Plan and acknowledgment of the Commission’s prior-year accomplishments are administrative actions that do not constitute a “project” under the California Environmental Quality Act pursuant to CEQA Guidelines Section 15378(b)(5).

B. The City Council adopts the City of St. Helena Planning Commission Work Plan for Fiscal Year 2026-27, substantially in the form attached hereto as Exhibit A, and acknowledges the Planning Commission accomplishments for Fiscal Year 2025-26 included therein.

C. Effective Date. This resolution shall take effect immediately upon its adoption by the City Council.

Approved at a Regular Meeting of the City Council of the City of St. Helena on October 13, 2026, by the following vote:

Mayor Dohring:

Vice Mayor Deasy:

Council Member Barak:

Council Member Spadarotto:

Council Member Summers:

APPROVED: ATTEST:
________________________ _______________________
Paul Jamison Dohring, Mayor Erika Opp, Acting City Clerk

City of St. Helena
Community Development Department
1088 College Avenue
St. Helena, CA 94574
CITY OF ST. HELENA
Planning Commission
Work Plan for Fiscal Year 2026-2027
(July 1, 2026 – June 30, 2027)
&
Accomplishments for Fiscal Year 2025-2026
(July 1, 2025 – June 30, 2026)
Commissioners:

Christopher Warner, Chairperson
Sue Frudek, Vice Chairperson
Autumn Anderson
Michelle Covell
Hector Lopez
Planning Commission Secretary:

Leza Mikhail – Director of Community Development

2 MISSION STATEMENT
The City of St. Helena Planning Commission is a five-member body of community representatives appointed by the City Council. The goal of the Planning Commission is to guide land use and development decisions that implement the City's General Plan, preserve the unique character of St.

Helena, promote housing opportunities, protect community resources, and ensure that growth occurs in a manner that benefits current and future residents.

PLANNING COMMISSION ROLES & RESPONSIBILITIES
Pursuant to Chapter 2.60 of the St. Helena Municipal Code, the Planning Commission serves as the City's advisory body on planning and development matters and is responsible for carrying out duties delegated by the City Council and Municipal Code.

The Planning Commission's primary responsibilities include:
• Reviewing and acting upon development applications as authorized by the Municipal Code. • Conducting public hearings on land use and development matters. • Making recommendations to the City Council regarding amendments to the General Plan, Housing Element, Zoning Ordinance, and other planning-related policies. • Reviewing environmental documents prepared pursuant to the California Environmental Quality Act (CEQA).
• Evaluating development proposals for consistency with adopted City plans, policies, and regulations.
• Providing opportunities for public participation in planning and land use decisions. • Assisting with implementation of State housing laws and local planning initiatives.

FY 2026-27 WORK PLAN
The FY 2026-27 Planning Commission Work Plan should provide the goals/objectives (no more than five) of the workplan, the activities to accomplish the goals, the priority ranking of each goal, and where feasible the timeline anticipated to accomplish the goal.

1. Schedule, notice, and conduct bi-monthly meetings (usually held on the 1st and 3rd Tuesday of each month) for the purpose of carrying out the roles and responsibilities described within this work plan. (Ongoing)

2. Conduct workshops and public hearings, open to the public for the purpose of studying, evaluating, and facilitating decision-making regarding items scheduled for public hearings, or with relevance to land use. Public hearings serve to process certain permit types or legislative actions that require Planning Commission consideration, and workshops serve to educate the Planning Commissioners and members of the public about City planning policies, legal requirements, department procedures, work programs, and other general topics of interest. The

3 types of workshops and public hearing projects/legislative topics that are anticipated to be considered for the FY 2026-27 year are listed below:
o The Department has a general list of anticipated land use application projects/ entitlements, ordinance amendments, and policy documents that may be presented to the Planning Commission during the 2026 - 2027 fiscal year, which includes, but is not limited to, the following projects:
• Alilia Hotel Expansion
• 1360 Main Street Redevelopment
• Adams Street Castellucci Hotel
• Spring Vineyard Housing Project Appeal
• Zoning Ordinance Amendments
- ADU Ordinance Update
- Short-Term Rental Ordinance Update
- Sign Ordinance Update
- Miscellaneous Code Update 1
• Inclusionary Housing Ordinance Review and Potential Update • General Plan Annual Review
• Housing Strategy
• Review and Update of the Planning Commission By-Laws
• Review elements of the Zoning Ordinance to streamline and promote economic development
• Review of subjective and objective sections of the ordinance as determined necessary
o Outside of regularly scheduled public hearing items or projects established by the Community Development Department or by referral by the City Council, workshops for the 2026 - 2027 fiscal year that fall under the purview of the Planning Commission may include the following topics (dependent on Department workload and capacity) suggested throughout the fiscal year, listed in order of priority:
• Brown Act and Robert's Rules of Order (TBD - As necessary) • Role of a Planning Commissioner (TBD – As necessary)
• Developing Findings, Conditions of Approval and Mitigation Measures (TBD – As necessary)
• Architectural Plan Review / Design Review Guidelines (TBD – As necessary) • City’s Communications, Engagement Programs and Tools (TBD) • Capital Improvement Plans and Planning Commission Role (TBD) • California Environmental Quality Act and State Legislative Updates (TBD - As necessary)

4 - Permit Streamlining Act (TBD - As necessary)
• City’s Communications, Engagement Programs and Tools (TBD) • Capital Improvement Plans and Planning Commission Role (TBD) o In addition to the workshop items identified above that fall under the direct purview of the Planning Commission and/or are on the Community Development Department workplan, the following informational/educational workshops are of interest to the Planning Commission. These workshops fall under the purview and/or workplans of other City Departments, outside agencies, or are outside of the Planning Commission purview, and may be scheduled, depending on the availability of requisite outside staff or agency participation:
• Napa County Office of Emergency Services
- Hazard Mitigation Plan Informational Presentation
• St. Helena Evacuation Plan / Wildfire Considerations / Notification Overview • Napa County Regional Climate Action & Adaptation Plan (RCAAP) • Napa Countywide Transportation Plan & Active Transportation Plan • Housing Element and RHNA Implementation
• Napa Local Agency Formation Commission (LAFCO)
• Napa Valley Vine Trail Planning and Implementation
• Our Town St Helena
• Chamber of Commerce & Napa Valley Tourism Corporation (NVTC)

3. Attend the League of California Cities Planning Commissioners Academy (Spring 2027) FY 2025-26 ACCOMPLISHMENTS
During FY 2025-26, the Planning Commission continued to advance City Council priorities, review development applications, and provide policy guidance on a variety of planning matters.

Recommendations to City Council
The Planning Commission reviewed and provided recommendations on the following policy and legislative matters:
• 1030 Fulton Lane General Plan Amendment
• Vision Triangle Zoning Ordinance Amendment
• Calculation of Floor Area Zoning Ordinance Amendment
• Short-Term Rental Zoning Ordinance Amendment
• Alcohol Sales Zoning Ordinance Amendment
• Spring Grove Tentative Subdivision Map
• Sylvaner Tentative Parcel Map
• Kidd Ranch Tentative Parcel Map
• On-site Storage Zoning Ordinance Amendment

5 Accepted status reports on the following topics/projects Reviewed potential amendments to the Zoning Ordinance intended to improve consistency with State law, clarify development standards, and address implementation issues identified by staff. • 2023 Zoning Code Update Study Session
• ADU Ordinance Amendment Study Session
• Short-Term Rental Ordinance Study Session
Processed Appeals of Discretionary Land Use Applications for the following projects Not applicable. No appeals were filed for Planning Commission review.

Approved Development Projects
The Planning Commission continued to review and take action on discretionary development applications throughout the fiscal year.

Applications reviewed included:
• Major Design Review (2 Projects)
• Demolition (3 Projects)
• Conditional Use Permits/ Amendments (2 Projects)
• Tentative Subdivision Map (3 Projects)
• Major Sign Permit (4 Projects)
Received Informational Training Sessions from the following Agencies Not applicable. It is the goal of the Community Development Department to provide trainings to the Planning Commission on topics of interest every other year, depending on the availability of requisite outside staff or agency participation and Department workload.

Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Public Works Department
DATE: October 13, 2026
FROM: Bruce Zaeni, Project Manager, Joseph Leach, Director of Public Works
SUBJECT: Consideration and Proposed Approval of a Resolution Authorizing execution of a Professional Services Agreement with Hydrologics, Inc. as a sole source vendor, to flush and clean the City’s water main distribution system and conduct video inspection of approximately 10 percent of the system for an Amount Not-ToExceed $917,072 and related budget amendment.

RECOMMENDED
ACTION:

Adopt Resolution.

PREVIOUS COUNCIL
ACTION:

On March 24, 2026, the City Council adopted Resolution No. 2026-034 authorizing the creation of Capital Improvement Plan Project No. W26-04 Water Main Pipeline Cleaning Program with an initial budget of $150,000 for Construction and $2,000 for CIP Overheads (i.e. staff time).

STATEMENT OF THE
PURPOSE:

Authorize negotiation and execution of a Professional Services Agreement with Hydrologics, Inc. as a sole source vendor, to assist the public works department with their patented, industryleading Zero-Discharge Flushing (ZDF) to flush and clean the City’s water pipeline distribution system and conduct video inspection of approximately 10 percent of system and authorize the related budget amendment.

FINANCIAL IMPACT: This action requires a budget amendment to CIP No. W26-04 Watermain Pipeline Cleaning Program. As described below, additional funding of $866,719 for Construction and $18,457 for CIP Overheads (i.e. staff time) totaling $885,176 is necessary to deliver this critical project. While sufficient funding is available through Water Bond proceeds, staff will present an updated Water Bond expenditure strategy at the Council meeting wherein the updated Capital Improvement Program is considered for adoption.

CEQA DETERMINATION: Statutory Exemption

BACKGROUND:

The water quality issue has been at the forefront in the City for a while and the Public Works Department has been investigating the potential sources and causes of brown water occurrences. The staff believes the build-up of minerals such as manganese and iron in the water distribution system to be a significant cause. Flushing improves water quality and production service for customers by removing sediment and biofilm in the form of naturally occurring minerals in the water.

In June of this year, the City undertook a limited pilot cleaning project using the services of Hydrologics, Inc., which was successful in removing substantial amounts of minerals from the pilot area. Based on the positive results of that pilot flushing exercise, the Public Works Department is now requesting the Council to approve Hydrologics, Inc. as the sole source vendor for the next phase of the flushing program, which will include the majority of the Cityowned water main distribution system sizes 4 to 14 inches. This limitation is due to the required flow velocity needed for the Zero Discharge Flushing (ZDF) method to be effective.

Hydrologics, Inc. developed and patented an industry-leading water main flushing technology known as ZDF. A truck with a series of filters and pumping equipment connects two hydrants within the distribution system. Water is then pumped through a section of main between those hydrants, filtered, monitored, and then reintroduced into the distribution system. There is no water lost as would be with conventional flushing, so this method allows a quantifiable amount of water to be saved while effectively conducting routine flushing. With assistance from Public Works staff, distribution valves are manipulated to perform cleaning of several miles of distribution mainly from a single location, increasing efficiency and productivity. All equipment on the truck is NSF certified for safe use in drinking water. ZDF is a sole-sourced patented technology.

In addition, Hydrologics, Inc. will utilize their specialized video camera equipment and crews to inspect approximately 10 percent of the system being flushed to provide a visual record of preand post-flushing conditions. As with ZDF process, the video inspection is dependent on the availability of connections (e.g. hydrants), and the distances between those connection points for accessibility.

DISCUSSION:

To improve the water quality in the City’s distribution system, thorough cleaning of the pipes is recommended based on the City’s successful pilot ZDF flushing of approximately seven miles of water pipes over the summer. Since normal flushing of the fire hydrants by City staff does not generate as much water flow velocity, the more rigorous method provided by ZDF technology is recommended to dislodge and filter the mineral built up in the pipes.

Hydrologics, Inc. pioneered ZDF, the only water main flushing process that cleans distribution mains, enhances water quality, and eliminates waste. Unlike conventional hydrant flushing, ZDF circulates water through a closed-loop system between hydrants. High-velocity flow at 5 feet per second scours the pipe interior, removing accumulated sediment and biofilm, while filtration within their equipment cleans the water to one micron before it is returned to the distribution system.

The Hydrologics proposal includes the following:
• Flushing operations of approximately 40+ miles of distribution pipelines. (approximately 89% of the total system).
• Pre- and post-flushing CCTV of approximately 4+ miles of select distribution pipelines. • Complete flushing/CCTV work in 47 working days (i.e. approximately 2.5 months), commencing in late October 2026.
• Proposal includes a negotiated discount of $92,120.

The City initially sought a CCTV proposal for the entire distribution system, Hydrologics noted that none of their clients sought such an extensive (i.e. costly) service. Most agencies, they noted, found that pre- and post-flushing camera inspection of 10% of the system provided a sufficient representative sample of the flushing effectiveness.

Next Steps
Develop pre- & post-flushing CCTV locations — Based upon the available data (i.e.

Grapevine reports, GIS pipe material/diameter data, pressure zones, etc.), staff will develop the specific line segments to perform the CCTV work.

Public Outreach — City staff will provide a schedule, area map and information materials (i.e. website, social media, direct email, door hangers, etc.) to notify customers in advance of, during and after flushing activities have been performed. Additionally, the materials will provide recommended actions customers should take "post flushing" to mitigate remaining discolored water.

Water Treatment Plant Transmission Main CCTV evaluation — receipt of the video inspection of select locations of the 24-inch transmission main is expected to be received by the end of October. It is expected that the videos will provide the disposition of any debris within those locations.

WTP Transmission Main Cleaning — staff is engaging several vendors to provide proposals to clean this pipeline (ranging from 24 to 14 inches in diameter) from the WTP to the "tee" on Pratt Avenue, approximately 3.1 miles.

CCTV Evaluation — Staff will retain a professional to evaluate the 4+ miles of video footage to develop a phased implementation strategy/budget for rehabilitation (e.g. replace, lining, etc.).

Proposed Finances
The total compensation for the flushing effort and partial system video inspection shall not exceed $917,072. Below represents the budget amendment necessary to deliver this project:

The previous "Total Expended/Encumbered" scope includes the pilot flushing program performed in June 2026 and a Purchase Order issued to Hydrologics for the CCTV work on

the Water Treatment Plant Transmission Main (i.e. primarily low points in the system to be accessed via hydrants).

ENVIRONMENTAL REVIEW:

Statutory Exemption
GOAL:

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

1. Resolution - Award PSA for Flushing Services Hydrologics v1

2. PSA Hydrologics System Wide ZDF & Video Inspection

CITY OF ST. HELENA
RESOLUTION NO. 2026-____

RESOLUTION AUTHORIZING THE CITY

MANAGER TO NEGOTIATE AND EXECUTE A

PROFESSIONAL SERVICES AGREEMENT
WITH HYDROLOGICS, INC. FOR WATER MAIN

CLEANING SERVICES AND PARTIAL VIDEO
INSPECTION, CIP NO. W26-04 IN AN AMOUNT
NOT-TO-EXCEED $917,072 AND APPLICABLE

BUDGET AMENDMENT

RECITALS
A. The City of St. Helena has experienced brown water occurrences in its water distribution system attributable to the buildup of minerals including manganese and iron. The public works department has been investigating the potential sources and causes of brown water occurrences; and
B. Staff believe the build-up of minerals such as manganese and iron in the water distribution system to be the main cause of the issue; and
C. Staff believe flushing will improve water quality for residents by removing sediment and biofilm from naturally occurring minerals in the water; and
D. Hydrologics, Inc., was successful in removing substantial amounts of minerals from the pilot project area in the city; and
E. Based on the positive results of the pilot flushing exercise conducted in June 2026, public works department is now
requesting the council approve Hydrologics, Inc. as the sole source vendor to flush the majority of city owned water system; and
F. Hydrologics, Inc. will also utilize their specialized video camera equipment and crews to inspect approximately 10
percent of the system being flushed to provide visual record of pre and post flushing conditions.

G. Hydrologics, Inc., has extensive and successful background in providing water agencies and municipalities with Zero Discharge Flushing (ZDF) services; and
H. Funding is available to cover the cost of these services and city’s staffing support.

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

1. Authorizes the City Manager to execute a Professional Services Agreement with Hydrologics, Inc. for CIP No. W26-04 in an amount not-to-exceed $917,072.

2. Funding for this proposed agreement is available within the FY2026-27 Capital Improvement Program for Project CIP No.

W26-04 and funded by Water Bond.

3. A budget amendment is necessary to support this critical project:

Approved at a Regular Meeting of the St. Helena City Council on October 13, 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

Hydrologics, Inc. System Wide Zero Discharge Flushing & Water System Video Inspection
1 CITY OF ST. HELENA

PROFESSIONAL SERVICES AGREEMENT
System Wide Zero Discharge Flushing & Water System Video Inspection Services This Agreement is made and entered into as of October 13, 2026, by and between the City of St. Helena, a public agency organized and operating under the laws of the State of California (“City”), and Hydrologics, Inc. a corporation with its principal place of business at 500 S Australian Ave, Ste 600-1008, West Palm Beach, Forida, 33401 (hereinafter referred to as “Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

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

System Wide Zero Discharge Flushing and Water System Video Inspection Services (hereinafter referred to as “the Project”).

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

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

AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Services.

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

2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “A”. b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $917,072. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis.

3. Additional Work.

Hydrologics, Inc. System Wide Zero Discharge Flushing & Water System Video Inspection
2 If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.

4. Maintenance of Records.

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

5. Term
The term of this Agreement shall be from October 13, 2026, to June 30, 2027, unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Project. Consultant shall perform its services in a prompt and timely manner within the term of this Agreement and shall commence performance upon receipt of written notice from the City to proceed (“Notice to Proceed”). The Notice to Proceed shall set forth the date of commencement of work.

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

7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.

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

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

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

11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:

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

Hydrologics, Inc. System Wide Zero Discharge Flushing & Water System Video Inspection
5 (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein.

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

Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 combined single limit
Employer’s Liability $1,000,000 per accident or disease Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement.

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

Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
h. Qualifying Insurers

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

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

12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Consultant's obligation to indemnify

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

13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. b. If the services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor.

Hydrologics, Inc. System Wide Zero Discharge Flushing & Water System Video Inspection
9 14. Safety.

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

15. Verification of Employment Eligibility.

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

16. INTENTIONALLY DELETED

17. Laws and Venue.

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

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

18. Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.

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

20. Organization
Consultant shall assign Gunther Mueller as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.

21. Limitation of Agreement.

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

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

CITY:

City of St. Helena
1088 College Ave
St. Helena, CA 94574
Attn: Joseph Leach P.E. PW Director
CONSULTANT:

Hydrologics, Inc.
500 S Australian Ave, Ste 600-1008
West Palm Beach, FL 33401
Attn: Gunther Mueller

Hydrologics, Inc. System Wide Zero Discharge Flushing & Water System Video Inspection
11 and shall be effective upon receipt thereof.

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

24. Equal Opportunity Employment.

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

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

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

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

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

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

30. City’s Right to Employ Other Consultants

Hydrologics, Inc. System Wide Zero Discharge Flushing & Water System Video Inspection
12 City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.

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

Hydrologics, Inc. System Wide Zero Discharge Flushing & Water System Video Inspection
13 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN CITY OF ST. HELENA
AND HYDROLOGICS, INC.

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

CITY OF ST. HELENA HYDROLOGICS, INC.

By: By:

James McCann Its:

Interim City Manager
Printed Name:

ATTEST:

By:

Ethan Walsh, City Attorney

Hydrologics, Inc. System Wide Zero Discharge Flushing & Water System Video Inspection
14 EXHIBIT A
Scope of Services

Hydrologics, Inc.
500 S Australian Ave Ste 600-1008
West Palm Beach, FL
33401-6223
8884933123
Quotation 240257

ADDRESS SHIP TO
City of St. Helena
1088 College Ave.

St. Helena, CA 94574
City of St. Helena
1088 College Ave.

St. Helena, CA 94574
DATE
08/25/2026
TOTAL
$429,195.00

PROJECT
Camera 47 day

QTY RATE AMOUNT
Mobilization
To move camera equipment and secondary crew to customer site. 1 4,960.00 4,960.00
Camera work
Daily rate for Camera work for a 3 man crew-2 probes per day with pre and post videos to show conditions on particular mains
47 6,000.00 282,000.00
Prevailing Wage Addition
Additional wages for a 3 man crew Davis-Bacon Act # GA20230309 47 3,000.00 141,000.00
Stand Down
Daily rate is charged for each day Hydrologics is not able to perform camera work due to no fault of Hydrologics.
0 3,800.00 0.00T
Administrative Fee
Compliance paperwork preparation
1 1,235.00 1,235.00
SUBTOTAL 429,195.00
TAX 0.00
TOTAL $429,195.00
THANK YOU.

Accepted By Accepted Date
Exhibit A

Hydrologics, Inc.
500 S Australian Ave Ste 600-1008
West Palm Beach, FL
33401-6223
8884933123
Quotation 240245

ADDRESS SHIP TO
City of St. Helena
1088 College Ave.

St. Helena, CA 94574
City of St. Helena
1088 College Ave.

St. Helena, CA 94574
DATE
08/25/2026
TOTAL
$487,877.02

PROJECT
System Wide ZDF Project

QTY RATE AMOUNT
Flushing
Standard ZDF flushing process includes (1) ZDF unit operated by (2) Hydrologics employees and all necessary equipment to perform the flushing operation in a normal potable water distribution system (per 8-hour day)
47 9,800.00 460,600.00
Flushing Discount
Flushing Discount -
47 -1,960.00 -92,120.00
Prevailing Wage Addition
Additional daily expense for the increased cost of additional wages required per prevailing wage laws in the city or local of operations. The rate is not inclusive of weekend, overtime, or holiday hours and is subject to increase if work performed falls after the date of the next determination increase posted by the Department of Labor/DIR.
49 765.00 37,485.00
Stand Down
Daily rate is charged for each day Hydrologics is not able to perform flushing days due to no fault of Hydrologics.
0 3,800.00 0.00T
Mobilization
A mobilization fee is charged to move ZDF equipment to/from the customer's site. This fee is charged at the start of a project and upon return visits.
1 3,880.00 3,880.00
Disinfection
Disinfection of ZDF equipment before use in the customer's system. This fee is charged when a project is started and before any return visits.
1 4,860.00 4,860.00
ZDF OHM Filters
OHM Polypropylene #2 Size Bag Filter, Extended 32" Finished Length, 7 Layers, "FS" Flange Top, 1 Micron Rating
Note: This estimate assumes the use of 36 filters per day. The customer will be billed for the actual number of filters used.
1,692 39.95 67,595.40T
Administrative Fee
Permitting, Licensing, Insurance Certificates, & Compliance Documentation if required 0 490.00 0.00
SUBTOTAL 482,300.40
TAX 5,576.62
TOTAL $487,877.02
Service Time Disclaimer
The ZDF service time provided in this estimate is based on industry averages and historical data. Actual service time may vary depending on the specific conditions of the customer’s water quality. As water quality can significantly impact the duration of services, final service time will be determined during performance of the work.

THANK YOU.

Exhibit A

Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Public Works Department
DATE: October 13, 2026
FROM: Bruce Zaeni, Project Manager
SUBJECT: Consideration and Proposed Approval of a Resolution Authorizing execution of a Professional Services Agreement with Cannon Corporation for SCADA System Final Design and Preparation of Plans, Specifications and Estimate for Project CIP No. W18-113 in an Amount Not-to-Exceed $248,967 and applicable budget
amendment.

RECOMMENDED
ACTION:

Approval of Resolution.

PREVIOUS COUNCIL
ACTION:

Resolution 2026-037 authorized award of an agreement to Cannon Corporation for SCADA System Assessment and
Preliminary Design.

STATEMENT OF THE
PURPOSE:

To authorize execution of a Professional Services Agreement with Cannon Corporation for SCADA System Final Design and
Preparation of Plans, Specifications and Estimate for Project CIP No. W18-113 and applicable budget amendment.

FINANCIAL IMPACT: The project currently has a remaining available budget of $34,338 for Design. Funding of $214,629 for design is necessary for design and $26,462 for CIP Overheads (e.g. staff time) for a total budget of $241,081. The funding source is Water Bonds.

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

The Water System SCADA Improvements Project involves citywide upgrades to the Supervisory Control and Data Acquisition (SCADA) system used to monitor and control the City's potable water infrastructure. The project focuses on integrating pump stations and treatment components into a centralized platform that enhances real-time system visibility, automation, and remote operations. Key components include power and instrumentation upgrades at critical pump stations and water facility sites. Expansion and integration of SCADA control panels, sensors, and communications infrastructure, and centralized monitoring to improve system reliability, efficiency, and emergency response. This project will provide the final design to modernize the City's water system management and supports proactive

operations and maintenance practices.

DISCUSSION:

City staff prepared and issued a Request for Proposals on September 8, 2026, and received three proposals by the submittal date of September 23, 2026. All the proposals were reviewed and evaluated by city staff and Cannon Corporation was selected based on the quality of their proposal for the project. Cannon Corporation has an extensive background in providing California-based water agencies and municipalities with water system automation and control system upgrade services. They have an experienced team of engineers and technicians who have successfully completed similar projects. They also worked on the assessment and preliminary design of this project for the city earlier in the year.

It should be noted that this project is critical to and has a direct link to water operators' abilities to both proactively monitor equipment and processes as well as react to equipment failure more expeditiously. As several discolored water quality events over the last two years can be directly attributed to equipment failure and lack of monitoring ability, it is expected that water quality events related to equipment failure should be greatly reduced once the full design has been integrated.

The total compensation shall not exceed $248,967. Under the proposed agreement, Cannon Corporation will provide project management and coordination, final system design, preparation of final plans, specifications and cost estimate (PS&E). It is anticipated that documents will be available for bidding in mid-February 2027 with an anticipated 18-24 month construction schedule, depending on phasing and available budget.

In order to fund this project, a budget amendment is required to fund the additional tasks as noted below:

Finally, at the June 18, 2026 Water/Wastewater Advisory Committee meeting, Cannon presented the results of their SCADA System Assessment. Their preliminary estimate for "Total Program" improvements was $2,670,000. It is expected that the scope of this project will refine this budgetary estimate.

ENVIRONMENTAL REVIEW:

Not a CEQA Project (CEQA Guidelines §15378)
GOAL:

Goal 5: Enhance Quality of Life
Goal 8: Implement Capital Improvement Plans (CIP) Projects Miscellaneous/Other

ATTACHMENTS:

1. Resolution - Cannon v1

2. PSA Cannon Corporation SCADA Final Design

CITY OF ST. HELENA
RESOLUTION NO. 2026-

RESOLUTION AUTHORIZING THE CITY

MANAGER TO NEGOTIATE AND EXECUTE A

PROFESSIONAL SERVICES AGREEMENT

WITH CANNON CORPORATION FOR SCADA

SYSTEM FINAL DESIGN AND PREPPARATION

OF PLANS, SPECIFICATIONS AND ESTIMATE
FOR PROJECT NO. W18-113 IN AN AMOUNT
NOT-TO-EXCEED $248,967 AND THE

APPLICABLE BUDGET AMENDMENT

RECITALS
A. The City requires upgrade to its water system’s Supervisory Control and Data Acquisition (SCADA) to improve
performance and align with City’s digital modernization; and B. This project supports the City’s ongoing efforts to modernize its water infrastructure, improve operational safety, and enable digital control of critical assets.

C. This Water System SCADA Improvements Project includes the Final Design and Preparation of Plans, Specifications and Estimate to improve the SCADA system used to monitor and control the City's water infrastructure; and
D. Cannon Corporation has extensive background in providing California based water agencies and municipalities with water system automation and control system upgrade services and were selected based on their quality of proposal for the project.

E. The funding for this phase of the project is adequate to cover the consultant fees and expenses and city’s staffing support.

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

1. Authorizes the City Manager to negotiate and execute a Professional Services Agreement with Cannon
Corporation for SCADA System for Project CIP No. W18-
113 in an amount not-to-exceed $248,967; and

2. Authorize the Director of Public Works to approve
Change Orders not-to-exceed 10% of contract price.

3. Authorizes the Budget Amendment utilizing Water Bond proceeds as noted below:

Approved at a Regular Meeting of the St. Helena City Council on October 13, 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

Cannon Corporation SCADA System Final Design
1 CITY OF ST. HELENA

PROFESSIONAL SERVICES AGREEMENT
SCADA System Final Design and Preparation of Plans, Specifications, and Estimate This Agreement is made and entered into as of October 13, 2026, by and between the City of St. Helena, a public agency organized and operating under the laws of the State of California (“City”), and Cannon Corporation, a corporation with its principal place of business at 1050 Southwood Dr. San Luis Obispo, CA 93401 (hereinafter referred to as “Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

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

SCADA System Final Design and Preparation of Plans, Specifications, and Estimate (hereinafter referred to as “the Project”).

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

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

AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Services.

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

2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “A”. b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $248,967. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis.

3. Additional Work.

Cannon Corporation SCADA System Final Design
2 If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.

4. Maintenance of Records.

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

5. Term.

The term of this Agreement shall be from October 13, 2026, to June 30, 2027, unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Project. Consultant shall perform its services in a prompt and timely manner within the term of this Agreement and shall commence performance upon receipt of written notice from the City to proceed (“Notice to Proceed”). The Notice to Proceed shall set forth the date of commencement of work.

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

7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.

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

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

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

11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:

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

Cannon Corporation SCADA System Final Design
5 (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein.

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

Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 combined single limit
Employer’s Liability $1,000,000 per accident or disease Professional Liability $5,000,000 per claim and aggregate (errors and omissions)
(ii) Except with respect to Professional Liability, defense costs shall be payable in addition to the limits.
(iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement.

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

Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
h. Qualifying Insurers

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

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

12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Consultant's obligation to indemnify

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

13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. b. If the services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor.

Cannon Corporation SCADA System Final Design
9 14. Safety.

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

15. Verification of Employment Eligibility.

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

16. INTENTIONALLY DELETED

17. Laws and Venue.

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

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

18. Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.

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

20. Organization
Consultant shall assign David Noellsch, PE as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.

21. Limitation of Agreement.

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

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

CITY:

City of St. Helena
1088 College Ave. St. Helena, CA 94574
Attn: Joseph Leach, P.E., PW Director
CONSULTANT:

Cannon Corporation
1080 Southwood Dr
San Luis Obispo, CA 93401
Attn: David Noellsch, P.E.

Cannon Corporation SCADA System Final Design
11 and shall be effective upon receipt thereof.

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

24. Equal Opportunity Employment.

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

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

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

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

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

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

30. City’s Right to Employ Other Consultants

Cannon Corporation SCADA System Final Design
12 City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.

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

When funding for the services is provided, in whole or in part, by an agency of the federal government, Consultant shall also fully and adequately comply with the provisions included in Exhibit “D” (Federal Requirements) attached hereto and incorporated herein by reference (“Federal Requirements”). With respect to any conflict between such Federal Requirements and the terms of this Agreement and/or the provisions of state law, the more stringent requirement shall control.
[SIGNATURES ON FOLLOWING PAGE]

Cannon Corporation SCADA System Final Design
13 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN CITY OF ST. HELENA

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

CITY OF ST. HELENA CANNON CORPORATION
By: By:

James McCann Its:

Interim City Manager
Printed Name:

ATTEST:

By:

Ethan Walsh, City Attorney

Cannon Corporation SCADA System Final Design
14 EXHIBIT A
Scope of Services

Cannon
Reliable Responsive Solutions
Proposal for

SCADA SYSTEM FINAL DESIGN

AND PREPARATION OF PLANS,

SPECIFICATIONS AND ESTIMATE
(PS&E)
St. Helena
City of
Exhibit A

Table of Contents
Cannon
Section 1: Cover Letter ...........................................................................3 Section 2: Project Team .........................................................................4 Firm Profile ............................................................................................................................ 4 Organizational Chart ......................................................................................................... 6 Resumes .................................................................................................................................7 Section 3: Relevant Experience........................................................ 10 Section 4: Project Approach ...............................................................12 Understanding.................................................................................................................... 12 Approach .............................................................................................................................. 13 Scope of Work..................................................................................................................... 15 Section 5: Project Schedule................................................................17 Section 6: Fee Proposal............. submitted separately as a PDF file Exhibit A

Cannon
Bruce Zaeni, PE September 23, 2026
City of St. Helena
Public Works Department
1088 College Avenue, St. Helena, CA 94574
Transmitted via email: [email protected]
Subject: SCADA SYSTEM FINAL DESIGN AND PREPARATION OF PLANS,

SPECIFICATIONS AND ESTIMATE (PS&E)
Dear Mr. Zaeni,
The City of St. Helena (City) needs to advance its recently completed SCADA system assessment and preliminary plans into a complete final design package that can be used to procure a system integrator and implement the recommended upgrades. The final design must address the system’s aging control and communication hardware, limited redundancy, inconsistent instrumentation standards, documentation needs, and basic cybersecurity protections while remaining practical for the City’s operations and available funding.

We see this engagement as an opportunity to build directly upon the preliminary design and deliver exactly what the City needs: clear, coordinated, and constructible plans, specifications, and cost estimates. Our goal is not the most elaborate solution, but an elegant one: a reliable, maintainable, and secure design that supports efficient procurement and implementation while minimizing operational disruption.

Unmatched Approach
Our approach builds on the technical foundation Cannon established through the City’s SCADA System Assessment and Preliminary Design.

Having evaluated the existing system and developed the preliminary recommendations and plans, our team can advance directly into final design with a clear understanding of the City’s infrastructure, operational needs, system limitations, and modernization goals. This continuity reduces the need to revisit completed work, maintains consistency between the preliminary and final designs, and supports an efficient transition to a complete, constructible design package.

Familiarity with the City’s SCADA Environment
As the firm that prepared the City’s SCADA assessment report and preliminary plans, Cannon brings direct familiarity with the existing system, the City’s operational needs, and the basis for the recommended improvements. This continuity allows our team to begin final design with an established understanding of the project, maintain consistency with the preliminary recommendations, and avoid unnecessary duplication of prior work.

Cannon understands that the City may divide the project into two phases due to funding constraints. Our team will identify the associated assumptions, additional costs, schedule considerations, and level-of-effort impacts so the City can make an informed decision. Cannon will also continue to protect the City’s confidential SCADA information in accordance with the executed Non-Disclosure Agreement.

Sincerely,
David Noellsch, PE
Automation Principal Engineer
( 661.616.6228 📱 213.215.9673
* [email protected]
Jeff Spannbauer, PE*
Director, Automation & Electrical Engineering
( 805.503.4514 📱 805.235.1245
* [email protected]
*Authorized to bind the firm
Our approach builds on
the technical foundation
Cannon established
through the City’s SCADA
System Assessment and
Preliminary Design.

Exhibit A

SCADA System Final Design and Preparation of PS&E Cannon 4 Project Team 2 Cannon Corporation- Providing Reliable Responsive Solutions since 1976 Relevant Experience
Cannon has successfully completed automation,
instrumentation, and SCADA projects for water,
wastewater, recycled water, pumping, treatment, and
utility infrastructure facilities throughout California.

Our experience includes:
• Water and wastewater treatment facilities
• Groundwater wells and booster stations
• Reservoir and distribution systems
• Advanced water treatment facilities
• SCADA server and software upgrades
• PLC modernization projects
• Radio, cellular, and fiber communication systems
• Process instrumentation systems
• Control panel fabrication and integration
Our personnel have successfully executed projects
ranging from remote facilities and well sites to large
treatment plants requiring shutdown planning, vendor
coordination, off-site testing, startup support, and
commissioning.

Automation, Instrumentation &
Controls Integration
Since 1976, Cannon has provided engineering and technical services to public agencies and private industry throughout California. Founded as a civil engineering and surveying firm, Cannon has steadily expanded its capabilities over five decades to include structural, mechanical, electrical, and automation engineering disciplines, creating a stable organization capable of supporting critical infrastructure throughout its lifecycle.

Nearly two decades ago, Cannon expanded its Automation
& Controls practice through the acquisition of an
established industrial controls integration company.

Since that time, the group has grown into a dedicated
team of automation specialists, controls engineers,
SCADA developers, industrial networking professionals,
instrumentation technicians, and certified electricians focused on planning, implementing, commissioning, and
supporting industrial control systems.

Today, Cannon combines the resources and stability of a 50- year engineering organization with the practical experience of a proven control systems integrator.

Core Capabilities
Cannon provides complete automation and controls
services, including:
• Instrumentation procurement, installation, and
commissioning
• PLC programming and modernization
• SCADA and HMI development
• Industrial networking and communications
• Fiber optic and telemetry systems
• Control panel design and UL 508A fabrication
• Factory Acceptance Testing (FAT)
• Site Acceptance Testing (SAT)
• Startup and commissioning services
• Process troubleshooting and optimization
• Long-term operational support and maintenance
Our team routinely coordinates with owners, contractors, and equipment vendors to successfully deliver automation and controls projects requiring careful planning, testing, integration, and startup.

Organizational Stability
Owners and contractors need a partner capable of
supporting their systems long after project completion.

Cannon provides:
• Founded in 1976
• More than 160 employees
• Multiple California offices
• Long-standing municipal and utility client
relationships
• Dedicated Automation & Controls Group
• In-house engineering, integration, fabrication,
startup, and support resources
Unlike many independent system integrators, Cannon
is backed by the resources and stability of a longestablished engineering firm while maintaining dedicated automation and controls expertise.

Exhibit A

SCADA System Final Design and Preparation of PS&E Cannon 5 Certifications and Technical Registrations
C-10 Electrical Contractor License #970186
Cannon’s California C-10 license enables us to perform electrical installations in-house, providing customers with coordinated control-system implementation that complies with applicable electrical codes.

UL 508A Listed Panel Shop
Cannon designs and fabricates industrial control panels in our UL 508A listed panel shop, giving customers equipment built to recognized safety and construction requirements
Schneider Electric Certified Alliance Partner
As a Schneider Electric Certified Alliance Partner, Cannon provides engineering expertise for legacy and current Modicon PLC platforms, helping customers modernize systems while protecting existing investments.

Rockwell Automation System Integrator
Cannon’s Rockwell Automation system-integration expertise covers design, programming, implementation, and support, helping customers achieve reliable, maintainable industrial control systems.

Aveva Certified System Integrator
As an AVEVA Certified System Integrator, Cannon implements and supports HMI and SCADA solutions that improve operational visibility, system control, and access of production information.

Inductive Automation Ignition Certified Integrator
Cannon’s Ignition certification demonsrates our ability to develop and integrate scalable SCADA applications that connect plant-floor systems, operational data, and users.

Control System Integrators Association (CSIA)
Cannon’s CSIA membership keeps our team connected to industry practices for technical delivery, project execution, and business management — supporting consistent, professional system-integration services.

International Society of Automation (ISA)
Cannon’s ISA membership supports on-going engagement with automation standards, technical education, and industry developments, helping our team apply current practices to customer projects.

UL 508A Listed
Panel Shop
With an in-house UL 508A listed
control panel fabrication shop,
our division is equipped to
design, procure, and fabricate
customized control panels. We
provide our clients with efficient
and personalized service for oncall service needs, 24-hour service agreements, and specific projects.

Self-Perform Capabilities
Cannon self-performs:
• Instrumentation installation
and commissioning
• PLC programming
• SCADA development
• HMI development
• Industrial networking
• FAT and SAT support
• Startup and commissioning
• Control panel fabrication
• Troubleshooting and
operational support
Exhibit A

SCADA System Final Design and Preparation of PS&E Cannon 6 Principal-in-Charge
Jeff Spannbauer, PE
Project Manager
Main Point of Contact
David Noellsch, PE
 Key Personnel
Design Engineering Team
Taylor Groos, PE
Angel Lopez
Mehdi Ahmadi, PEO
Rudy Granados
Seshi Tiyyagura
City of St. Helena
Organizational Chart
Cannon’s key personnel will be available to the extent proposed for the duration of the project. No person designated as “key” to the contract will be removed or replaced without the prior approval of the City.

Main Point-of-Contact:

David Noellsch, PE
Project Manager
1050 Southwood Drive
San Luis Obispo, CA 93401
( 661.616.6228
* [email protected]
Subconsultants
Cannon is not currently including subconsultants on our team. Should an added task fall outside our scope and require a subconsultant, Cannon is fully capable of assembling the appropriate team. Cannon has extensive experience working with subconsultants, including geotechnical and environmental specialists, hydrogeologists, flow monitoring specialists, potholing contractors, and others. We maintain long-standing relationships with qualified subconsultant firms that can be added based on project type and needs, and we will work with the City’s preferred providers.

Exhibit A

SCADA System Final Design and Preparation of PS&E Cannon 7 Resumes
As a licensed Control System Engineer, Mr. Noellsch designs and implements new control systems and evaluates and upgrades existing systems by meeting or exceeding industry best practices as well as state, federal, and client standards. With over 13 years of industry experience, he believes that an elegant solution requires a genuine understanding of the mechanical process and the impact a control system has on it. His experience in manufacturing, energy, and water/wastewater has given him a range of integrated control systems experience.

City of St. Helena SCADA System Assessment and Preliminary Design, St.

Helena, California: Cannon assessed the City’s water SCADA system through staff interviews, site visits, and a review of control, communications, and server infrastructure. The assessment documented system architecture, equipment condition, operational constraints, remote communications, alarm notification, and cybersecurity and reliability gaps. Cannon identified near-term needs and developed a phased preliminary design addressing IT/OT network separation, controlled remote access, redundant servers, priority instrumentation and communications, and future PLC, panel, and HMI upgrades. The work included implementation sequencing, a planning-level schedule, and cost estimates. Mr.

Noellsch served as Project Manager.

Golden State Water Company SCADA On-Call, Assessment, and Master Plan, Various Locations: Cannon was selected to be an on-call automation and electrical design engineer for Golden State Water Company for an indefinite term. Services have included SCADA and Electrical engineering services, water balances, water system design, groundwater analysis, plans and specification preparation, water system upgrades, facility master planning, and regulatory compliance. Cannon also provides ongoing professional automation/ SCADA services for Golden State Water Company. SCADA services are delivered by means of remote access or physical presence, whichever best fits the task at hand based on network security and industry best practices. Mr. Noellsch served as Project Engineer.

Select Relevant Experience
• SCADA On-Call, Assessment, and Master Plan, Golden State Water Company, Various Locations, California
• Orange County SCADA Design-Build, Golden State Water Company, 37 Orange County Remote Sites, California
• SCADA System Assessment, Norwalk, California
• Phase I LCSD Wastewater Treatment Plant Upgrade - Laguna County Sanitation District, Santa Maria, California
• City of Morongo SCADA Upgrade, Morongo, California
• Desalter SCADA Integration Services, Chino, California • Cypress Ridge SCADA Design-Build - Golden State Water Company, California Professional Registration
• Control Systems Engineer,
California, No. CS 7576
• Control System Engineer,
Oklahoma, No. 31388
Education
• Bachelor of Science,
Mechanical Engineering,
University of MissouriColumbia, Columbia, Missouri
Certifications
• AVEVA (Wonderware)
Certified System Integrator -
InTouch
• AVEVA (Wonderware)
Certified System Integrator –
System Platform
• Schneider Electric EcoStruxure
Plant Certified – Control
System
• Schneider Electric EcoStruxure
Plant Certified –PLC
Modernization
Software Skills
• PLC Software: Allen-Bradley
RSLogix500, RSLogix 5000,
Studio 5000 , Schneider
Electric Control Expert, Unity
Pro, Concept
• HMI Software: Rockwell
FactoryTalk View SE/ME,
AVEVA/Wonderware System
Platform, InTouch, Historian
David Noellsch, PE Project Manager
Exhibit A

SCADA System Final Design and Preparation of PS&E Cannon 8 Professional Registration
• Civil Engineer, California, No.
66131
Education
• Bachelor of Science,
Agricultural Engineering,
California Polytechnic State
University, San Luis Obispo,
California
Training and Development
• PMSJ Project Management
Bootcamp
• Certified Master Modeling in
WaterCAD and WaterGEMS
Hydraulic Analysis Software
by Bentley
• Inductive Ignition SCADA
Software Certification
Professional Affiliations
• American Society of Civil
Engineers
As Principal-in-Charge, Mr. Spannbauer makes decisions and recommendations recognized as authoritative that have a far-reaching impact on Cannon’s engineering design, construction, administrative, and related activities. He negotiates critical and controversial issues along with other Senior Principal engineers and officers of other companies or organizations. In addition, Mr. Spannbauer exhibits a superior level of creativity, foresight, and judgment in planning, organizing, and guiding project teams and engineering programs. Recognized as an expert in one or more specialties, he applies his extensive knowledge to complex projects and assumes responsibility for the department of automation and electrical engineering at Cannon.

City of St. Helena SCADA System Assessment and Preliminary Design, St. Helena, California: Cannon assessed the City’s water SCADA system through staff interviews, site visits, and a review of control, communications, and server infrastructure. The assessment documented system architecture, equipment condition, operational constraints, remote communications, alarm notification, and cybersecurity and reliability gaps. Cannon identified near-term needs and developed a phased preliminary design addressing IT/OT network separation, controlled remote access, redundant servers, priority instrumentation and communications, and future PLC, panel, and HMI upgrades. The work included implementation sequencing, a planning-level schedule, and cost estimates. Mr. Spannbauer served as Principal-inCharge.

Golden State Water Company SCADA On-Call, Assessment, and Master Plan, Various Locations: Cannon was selected to be an on-call automation and electrical design engineer for Golden State Water Company for an indefinite term. Services have included SCADA and Electrical engineering services, water balances, water system design, groundwater analysis, plans and specification preparation, water system upgrades, facility master planning, and regulatory compliance. Cannon also provides ongoing professional automation/ SCADA services for Golden State Water Company. SCADA services are delivered by means of remote access or physical presence, whichever best fits the task at hand based on network security and industry best practices. Mr. Spannbauer served as Principal-in-Charge.

Select Relevant Experience
• Preliminary SCADA Assessment Study and SCADA Master Plan, Suburban Water Systems, Covina, California
• Orange County SCADA Design-Build, Golden State Water Company, 37 Orange County Remote Sites, California
• SCADA System Assessment, Norwalk, California
• SCADA On-Call, Assessment, and Master Plan, Golden State Water Company, Various Locations, California
• SCADA Programming and Maintenance Services, Chino Desalter Authority, Chino, California
• Municipal Wastewater Engineering and On-Call SCADA, McFarland, California • SCADA Programming Consultant, Livermore, California
• Cypress Ridge SCADA Design Build, Nipomo, California
Jeff Spannbauer, PE Principal-in-Charge
Exhibit A

SCADA System Final Design and Preparation of PS&E Cannon 9 Education
• Bachelor of Science,
Bioresource and Agricultural
Engineering, California
Polytechnic State University,
San Luis Obispo, California
Mr. Lopez has experience supporting electrical, controls, irrigation, security, and mechanical systems. His background includes designing electrical distribution systems for pump sensors and motors, maintaining and testing water resource facilities, and installing irrigation sensors integrated with SCADA systems. Mr.

Lopez also has experience installing security systems, reviewing building drawings, coordinating field materials, and working with cameras, HID card readers, and Lenel panel systems.

Select Relevant Experience
• St. Helena SCADA Masterplan, St. Helena, California
• Los Osos Community Services District, Design Build for SCADA System Modernization, Los Osos, California
• California Men’s Colony, SCADA Computer System, San Luis Obispo, California • Golden State Water Company, Armstrong Well No. 2 Equipping, Lakewood, California
• Santa Paula Canyon Booster Pump Station, Santa Paula, California • Golden State Water Company, 129th Street Plant Well Site Pump to Waste Valve, Gardena, California
• City of McFarland I&E Services, McFarland, California Angel Lopez Automation Design Engineer
Professional Registration
• Professional Electrical
Engineer, California, No.
24757
Education
• Bachelor of Science,
Electrical Engineering,
California State University
Chico, Chico, California
Mr. Groos brings 11 years of experience in the industry and has provided instrument and controls engineering services on various teams to support the on-going improvements and development of water resource, wastewater, energy, manufacturing, and industrial facilities. He is adept at building client relations and manages oversight of contractors. Mr. Groos is experienced in designing, developing, installing, and managing equipment which is used to monitor and control engineering systems, machinery, and processes. He specializes in programming line controls, process controls, and HMI.

Select Relevant Experience
• SCADA System Assessment and Preliminary Design, St. Helena, California • Canyon Booster Pump Station, Santa Paula, CA
• Golden State Water Company Falcon Crest Plant Site Fire Hardening, Arroyo Grande, CA
• Goleta Water District - San Antonio Well Electrical Improvements, Goleta, CA • California American Water Standby Generator Improvements Program Engineering Design, Various Locations
• SCADA Master Plan, St. Helena, CA
• City of Santa Maria SCADA Support Wastewater, Santa Maria, CA • Taylor Farms Instrumentation and Control Services (I&C), Santa Maria, California • PictSweet Company I&E Services, Santa Maria, California Taylor Groos, PE Electrical Engineer
Exhibit A

SCADA System Final Design and Preparation of PS&E Cannon 10 Relevant Experience 3
Golden State Water Company
SCADA On-Call,
Assessment, and Master Plan
Various Locations, California
SCADA Master Plan: Cannon followed up the SCADA
assessment with a SCADA Master Plan. We leveraged
the information collected during the SCADA Assessment
to develop a 10-year road map for SCADA across the
company. The SCADA Master Plan identified the following standards and actions for the company: Company
standardized SCADA templates, company cyber- security
recommendations and implementation matric, Company
disaster recovery plan, and a company SCADA execution
plan
SCADA Assessment: Cannon conducted field
investigations across various service locations to provide an in-depth assessment of existing SCADA infrastructure.

We evaluated the hardware, software, telemetry,
and instrumentation against industry best practices.

Additionally, GSWC was extremely concerned about
cyber-security issues and limitations within their current systems. We conducted cyber-security evaluations to
determine the security posture and opportunities for
improved protection of their system.

Key Project Team Members
• Jeffrey Spannbauer, PE Principal-in-Charge
• David Noellsch, PE Project Engineer
Reference: Ernie Gisler, PE Capital Program Manager
Golden State Water Company
3035 Prospect Park Dr, Ste 60, Rancho Cordova, CA 95670 ( 916.853.3634 * [email protected]
SCADA System Assessment and
Preliminary Design
St. Helena, California
Cannon assessed St. Helena’s water SCADA system
through interviews, site visits, and infrastructure review.

The assessment documented system architecture,
equipment condition, operational constraints, remote
communications, alarm notification, and cybersecurity
and reliability gaps. It identified needs for better visibility at priority facilities, more dependable remote access and communications, and improved organization of network
equipment.

Cannon then developed a phased preliminary design
covering IT/OT separation, controlled remote access,
redundant servers, priority instrumentation and
communications, and future PLC, panel, and HMI
upgrades. Sequencing, a planning-level schedule, and cost estimates guided final design and implementation.

Key Project Team Members
• Jeffrey Spannbauer, PE Principal-in-Charge
• David Noellsch, PE Project Manager
• Taylor Groos, PE Project Engineer
Reference: Bruce Zaeni, PE CIP Project Manager
City of St. Helena
1088 College Avenue, St. Helena, CA 94574
( 707.968.2750 * [email protected]
Exhibit A

SCADA System Final Design and Preparation of PS&E Cannon 11 LOCSD Design-Build for SCADA
West Covina, California
Los Osos Community Services District selected Cannon
to modernize the SCADA system serving its potable
water and stormwater facilities. Cannon reviewed
documentation, verified field conditions, and developed electrical, instrumentation, control panel, network,
and server designs with District input at 50% and 90%
design workshops. The system included standardized
PLCs and OITs, a private Ethernet radio network with
cellular backup, a centralized SCADA workstation, and
selected pressure, flow, and level instrumentation. It
supports remote access, expanded alarms, cybersecurity, and future equipment additions. Cannon also procured
equipment, fabricated UL 508A control panels,
completed programming, installation, testing, startup,
and commissioning, and provided record drawings,
documentation, software backups, and operator training.

Key Project Team Members
• Jeffrey Spannbauer, PE Principal-in-Charge
• David Noellsch, PE Project Manager
• Taylor Groos, PE Project Engineer
• Angel Lopez Automation Design Engineer
Reference: Ron Munds General Manager
Los Osos CSD
2122 9th Street, Suite 102, Los Osos, CA 93402
( 805.528.9370 * [email protected]
Polonio Pass Water Treatment
Plant PLC Replacement Project,
Central Coast Water Authority
Shandon, California
Central Coast Water Authority (CCWA) operates a
43-million-gallon per day output water treatment plant
(WTP). CCWA selected Cannon to assist with design
and project implementation for replacing the existing
redundant Modicon Quantum PLC hardware at the WTP.

Cannon’s scope included designing the future construction project and monitoring the future project until
completion. The work provided by Cannon was the basis
for the full replacement of PLCs during CCWA’s annual
shutdown. Along with the physical replacement of the
PLCs, the old PLC program was converted from Modicon’s
ProWorx software to the latest Modicon programming
software, EcoStruxure Control Expert.

Since the new PLC system replacement was needed in a
short period, it was anticipated that an extensive bench test would be required prior to the replacement. Cannon developed a preliminary timeline of the activities, an
anticipated test plan, and a project budget.

Key Project Team Members
• David Noellsch, PE Project Engineer
Involved design and implementation
for PLC hardware.

Cannon developed a preliminary
timeline, anticipated test plan, and
project budget.

Reference: John Brady Deputy Director
Central Coast Water Authority
255 Industrial Way, Buellton, California, 93427
( 805.680.2116 * [email protected]
Exhibit A

SCADA System Final Design and Preparation of PS&E Cannon 12 Project Approach 4
Project Understanding
The City of St. Helena is advancing the modernization of its water system Supervisory Control and Data Acquisition system from assessment and preliminary design into
final, construction-ready plans, specifications, and cost estimates. The upgraded system must support the
Louis A. Stralla Water Treatment Plant and the City’s
associated storage, pumping, well, reservoir, and remote facilities while addressing aging equipment, incomplete documentation, inconsistent instrumentation, limited
redundancy, communications dependencies, and basic
cybersecurity needs. The final design must give the City a coordinated and biddable package.

Cannon brings an important advantage to this next phase:
continuity. Our team completed the preceding SCADA
assessment and preliminary design, reviewed available
system documentation, assessed the City’s facilities,
engaged City operations staff, evaluated the existing
architecture, and developed preliminary modernization
recommendations and drawings. This background allows
us to begin final design with direct knowledge of the City’s facilities, operating priorities, identified deficiencies, and preliminary design decisions rather than repeating the
discovery already completed.

The existing system is functional with gaps, and its
configuration creates operational and maintenance risks that the final design must resolve. The SCADA server
currently communicates directly with the Main Control
Panel, Filter Control Panel, and RTU-1 at the treatment plant, while remote PLC data is routed through RTU-1. This makes RTU-1 and its associated communications paths
critical dependencies for remote-site visibility, alarming, and historical data collection. Current network diagrams, PLC-to-PLC messaging information, consolidated I/O lists, control narratives, alarm documentation, configuration
backups, and recovery procedures are limited or
unavailable.

The preliminary design is a strong technical starting point.

It includes existing and proposed network architecture
drawings, a proposed treatment plant fiber network,
preliminary panel modifications and replacements, and
preliminary bills of materials. The successful outcome
of this phase is therefore more than the completion of
drawings. The City needs a consistent, coordinated design package that:
• Defines the final SCADA and communications
architecture.
• Clearly establishes the work required at each plant and remote facility.
• Provides complete panel, instrumentation, electrical, network, and communications details.
• Standardizes hardware, naming, graphics, alarms,
documentation, and programming requirements.
• Incorporates appropriate cybersecurity and controlled remote-access requirements.
• Defines implementation, sequencing, and cutover
requirements that preserve local control and water
system operations.
• •Provides specifications, equipment schedules, bills of materials, and a defensible construction cost estimate
suitable for public bidding.

David S. Gould, PE, District
Engineer Crescenta Valley Water
Cannon’s past automation and controls
experience, experience with the selected soft
starters, and practical SCADA knowledge
provided further confidence in their abilities. I
would recommend Cannon to anyone needing
electrical engineering services.

Exhibit A

SCADA System Final Design and Preparation of PS&E Cannon 13 Approach
Cannon will use a focused, progressive design process that carries the accepted assessment findings and preliminary design forward into a complete PS&E package. Our
approach will emphasize early confirmation of design
criteria, disciplined resolution of technical decisions, continuous coordination with City staff, and quality control at defined milestones.

1. Confirm the Design Basis and Project Priorities.

We will begin with a kickoff meeting to confirm the
City’s goals, schedule, review expectations, and
implementation priorities. We will establish a designbasis and decision matrix identifying items that require City confirmation or approval, including site
priorities, phasing boundaries, preferred equipment,
operational requirements, cybersecurity criteria,
and responsibilities for related civil, electrical,
communications, and system-integration work.

2. Perform targeted field verifications. Our team will visit the Louis A. Stralla Water Treatment Plant, Stonebridge Wells, Rutherford Pump Station, and the other remote
facilities included in the project. The visits will verify conditions that materially affect final design, such as existing panel wiring details, power, conduit and cable routing, instrumentation connections, installation
constraints, and operational interfaces.

3. Finalize system architecture and standards. We will
refine the preliminary architecture into a coordinated
final design that defines the treatment plant
network, proposed fiber connections, remote-site
communications, SCADA servers and workstations,
PLC and panel interfaces, network equipment, IP
addressing requirements, communications diagnostics,
and failure alarming.

The design will address the existing dependency on
RTU-1 and identify appropriate methods for reducing
hidden dependencies and single points of failure. It will also define how critical local automatic and manual
control functions will continue during SCADA or
communications interruptions.

Standards will be defined for PLC and SCADA
tag naming, alarm priorities, HMI graphics,
communications status, panel components,
programming documentation, user access, software
and configuration backups, and record documentation.

Embedding these standards in the bid documents will
help the City obtain a consistent, supportable system
rather than a collection of site-specific solutions.

4. Establish Cybersecurity as a Basis of Design.

Cybersecurity will serve as a basis of design for the
SCADA system and will guide development of the
network architecture from the outset, rather than
being incorporated as an added feature or addressed
only through general specification requirements.

The network will be designed around defined
cybersecurity principles, including separation of
the City’s information technology systems from the
SCADA operational technology network, network
segmentation, firewall boundaries, controlled remote
access, user authentication, permitted communication
paths, configuration management, system backups,
and documented recovery procedures.

5. Develop the 60% Design Package. The 60-percent
design will translate the confirmed design basis into
coordinated plans, a preliminary bill of materials
and equipment list, a specifications outline, and an
updated construction cost estimate.

At this milestone, the design will be sufficiently
developed for the City to confirm:
• Implementation and phasing strategy.
• Final site-by-site improvements.
• Network and communications architecture.
• Panel reuse, modification, or replacement
decisions.
• Instrumentation and SCADA monitoring
requirements.
• Cybersecurity and remote-access architecture.
• Significant constructability, operational, and
budget considerations.

We will host a structured page-turn review with
City staff. Comments will be resolved before the
100-percent design is completed.

6. Develop the 100% Package. Following resolution
of the 60-percent review comments, our team will
complete the final plans, specifications, schedules, bills of materials, and construction cost estimate required
for bidding.

Depending on the final design basis, the construction
documents may include:
• Network architecture diagrams.
• Site plans including conduit and cable routing.
• Fiber, cellular, Ethernet, and other
communications requirements.
• Control-panel demolition, modification, and
Exhibit A

SCADA System Final Design and Preparation of PS&E Cannon 14 new-panel details.
• Panel layouts and bills of materials.
• Power, grounding, surge protection, and UPS requirements. • Piping and Instrumentation Diagrams (P&IDs)
• I/O schedules, instrument schedules, and loop or wiring details. • PLC, HMI, and SCADA functional requirements/standards. • Cybersecurity and remote-access requirements.
• Testing, documentation, backup, training, startup, and acceptance requirements. • Construction sequencing.

7. Maintain coordination and quality control. We will conduct the biweekly progress meetings required by the RFP and use them to review design status, decisions, risks, City inputs, action items, and schedule.

The work will be subject to interdisciplinary and technical quality-control reviews at the 60-percent and 100-percent milestones. Reviews will address consistency among drawings, specifications, equipment schedules, bills of materials, and cost estimates. Particular attention will be given to interfaces among electrical design, instrumentation, networking, programming standards, cybersecurity, and constructability.

Value to the City
Our approach combines detailed knowledge of the existing system with a disciplined final-design process. The City will benefit from continuity between assessment, preliminary design, and final design; targeted rather than repetitive field investigation; early resolution of operational and technical decisions; and bid documents developed by the team already familiar with the system’s architecture, deficiencies, and modernization goals.

This continuity will allow the final design to remain focused on the City’s desired outcome: a reliable, maintainable, secure, standardized, and constructible SCADA modernization package that can be competitively bid and successfully implemented.

Exhibit A

SCADA System Final Design and Preparation of PS&E Cannon 15 Scope of Work
This scope of work was developed based on the City of St. Helena’s Request for Proposals for SCADA System Final Design and Preparation of Plans, Specifications, and Estimate. The work will be organized in the following tasks:

Task 1. Project Initiation and Design
Basis
Task 1.1. Project Kickoff
• Review project goals, priorities, and success criteria. • Confirm project schedule, communication procedures,
and City review process.
• Establish the project decision, action-item, and
comment logs.

Task 1.2. Targeted Field Verification
• Confirm existing panels, equipment, instrumentation,
and communications.
• Verify power, space, conduit, cable-routing, and
installation constraints.
• Document conditions affecting final design and
construction.

Task 1.3. Final Design Basis
• Confirm the proposed SCADA and communications
architecture.
• Confirm panel reuse, modification, and replacement
requirements.
• Confirm instrumentation, monitoring, control, and
alarm requirements.
• Confirm cybersecurity, operational-continuity, and
phasing criteria.

Task 1 Deliverable: Confirmed design basis and outstanding decisions log.

Task 2. 60% Design
Task 2.1. System Architecture and Standards
• Develop the final network and communications
architecture.
• Define PLC, SCADA, HMI, alarm, and equipment
standards and functional requirements.
• Define cybersecurity and secure remote-access
requirements.
• Define backup, configuration management, and
documentation requirements.

Task 2.2. Site-Specific Designs
• Develop site plans with cable and conduit routing
• Develop panel demolition and modifications.
• Define instrumentation, I/O, power, and
communications improvements.

Task 2.3. 60% PS&E
• Prepare the 60% construction plans.
• Prepare the preliminary bill of materials and
equipment list.
• Prepare the technical specifications outline.
• Prepare the 60% opinion of probable construction
cost.

Task 2.4. 60% Review
• Perform internal interdisciplinary quality-control
review.
• Submit the 60% design package to the City.
• Conduct a design review and page-turn meeting.
• Document and resolve City review comments.

Task 2 Deliverable: 60% plans, specifications outline,
preliminary bill of materials, equipment list, and cost estimate.

Task 3. 100% Design
Task 3.1. Final Plans
• Incorporate accepted 60% review comments.
• Complete site, network, panel, power,
instrumentation, and wiring details.
• Complete I/O schedules, equipment schedules, and
bills of materials.
• Complete construction sequencing and cutover
requirements.

Task 3.2. Final Specifications
• Complete technical specifications and systemintegrator requirements. • Develop design-level control narratives and define
programming, graphics, alarms, testing, and
acceptance requirements.
• Define cybersecurity, training, documentation, and
backup requirements.
• Coordinate specifications with the final plans and
equipment schedules.

Task 3.3. Final Cost Estimate
• Update equipment and construction quantities.
• Develop the 100% opinion of probable construction
cost.
• Separate costs by phase or bid item, as applicable.
• Reconcile the estimate with the final plans and
specifications.

Exhibit A

SCADA System Final Design and Preparation of PS&E Cannon 16 Task 3.4. Final Review and Submittal
• Perform final interdisciplinary and constructability
reviews.
• Resolve final City comments.
• Complete and submit the 100% PS&E package.
• Provide final electronic documents in the agreed
formats.

Task 3 Deliverable: 100% construction plans, specifications, bill of materials, equipment list, and cost estimate.

Task 4. Project Management and
Coordination
Task 4.1. Project Management
• Manage the scope, schedule, budget, and project
team.
• Maintain the decision, action-item, and comment logs. • Coordinate technical disciplines and document
production.
• Identify and address issues affecting project delivery.

Task 4.2. City Coordination
• Conduct biweekly progress meetings with City staff.
• Prepare meeting agendas and action-item summaries.
• Coordinate City-furnished information and design
decisions.
• Provide technical presentations or supporting
information, as requested.

Task 4.3. Quality Management
• Check coordination among plans, specifications, and
cost estimates.
• Verify incorporation of review comments.
• Confirm that the final documents address the
approved design basis.

Task 4 Deliverables: Biweekly progress meetings, meeting documentation, project controls, and milestone qualitycontrol reviews.

Task 5. Optional Additional Services
The base design fee assumes preparation of one
coordinated bid package, including construction
sequencing and cutover requirements. Additional services described below require separate City authorization.

A separate additive budget for two-phase delivery is
included in the fee proposal.

The base design scope includes specification requirements for contractor programming, testing, startup, training, and closeout documentation. Actual programming
development, construction-phase services, and
preparation of record drawings are included only when
separately authorized under the applicable optional task.

Task 5.1. Two-Phase Project Delivery
If elected by the City, adapt the design deliverables for implementation in two phases. The separate additive
fee identifies the assumed phase boundaries, additional deliverables and coordination, and associated schedule
impacts.

Task 5.2. Bidding and Construction Support
Upon separate authorization, provide bidding assistance, submittal reviews, responses to requests for information, construction site visits, and participation in system testing and acceptance. The scope and fee will be established
based on the City’s requested level of support and
construction schedule.

Task 5.3. Record Drawings
Upon separate authorization, prepare record drawings
based on contractor-furnished field markups and changes documented during authorized construction-phase
services.

Task 5.4. Standard PLC Function Blocks and
SCADA Objects
Upon separate authorization, develop a reusable library of standard PLC function blocks and corresponding SCADA objects for selected equipment types and functions. The work will include a City-approved library list, programming and interface conventions, configurable operating and
alarm parameters, bench testing, and documentation for
use by the system integrator.

Deliverables for Optional Task 5:
• Optional Task 5.1 - Task would include two complete
and independent bid packages to accomodate twophase constrution and construction support. • Optional Task 5.2 - Acceptance testing support
documentation.
• Optional Task 5.3 - Record drawings based on
contractor redline comments.
• Optional Task 5.4 -Editable source files, a
demonstration application, and documentation
describing configuration, interfaces, and test
results. Cannon can provide templates to guide the
contractor’s site-specific application programming,
integration, field deployment, and commissioning
under a “parts and smarts” approach. Alternatively,
Cannon can perform these services directly, with the
scope and fee negotiated at a later date.

Exhibit A

Project Schedule
SCADA System Final Design and Preparation of PS&E Cannon 17 5 ID Task
Mode
WBS Task Name Duration Start Finish
1 1 Project Initiation and Design Basis 12 days Thu 10/15/26 Fri 10/30/26 2 1.1 Project Kickoff 1 day Thu 10/15/26 Thu 10/15/26
3 1.2 Targeted Field Verification 5 days Mon 10/19/26 Fri 10/23/26 4 1.3 Final Design Basis 5 days Mon 10/26/26 Fri 10/30/26 5 1.4 Design Basis Confirmed 0 days Fri 10/30/26 Fri 10/30/26 6 2 60% Design 40 days Mon 10/26/26 Tue 12/29/26
7 2.1 System Architecture and Standards 15 days Mon 10/26/26 Mon 11/16/26 8 2.2 Site-Specific Design 25 days Mon 11/2/26 Wed 12/9/26 9 2.3 60% PS&E 15 days Tue 11/17/26 Wed 12/9/26
10 2.4 60% Review 10 days Thu 12/10/26 Tue 12/29/26
11 2.4.1 City 60% Review and Page-Turn Meeting 7 days Thu 12/10/26 Fri 12/18/26 12 2.4.2 Resolve 60% Comments and Design Decisions 3 days Mon 12/21/26 Tue 12/29/26 13 2.5 Submit 60% Design Package 0 days Wed 12/9/26 Wed 12/9/26 14 2.6 60% Review and Design Decisions Complete 0 days Tue 12/29/26 Tue 12/29/26 15 3 100% Design 30 days Wed 12/30/26 Fri 2/12/27
16 3.1 Final Plans 20 days Wed 12/30/26 Fri 1/29/27
17 3.2 Final Specifications 20 days Wed 12/30/26 Fri 1/29/27 18 3.3 Final Cost Estimate 5 days Tue 1/26/27 Mon 2/1/27 19 3.4 Final Review and Submittal 14 days Tue 1/26/27 Fri 2/12/27 20 3.4.1 Internal Final QC and Constructability Review 5 days Tue 1/26/27 Mon 2/1/27 21 3.4.2 City Final Review 5 days Tue 2/2/27 Mon 2/8/27 22 3.4.3 Final Corrections and Bid-Ready Package Assembly 4 days Tue 2/9/27 Fri 2/12/27 23 3.5 100% Review Package Complete and Submitted 0 days Mon 2/1/27 Mon 2/1/27 24 3.6 Final Bid-Ready PS&E Submitted 0 days Fri 2/12/27 Fri 2/12/27 25 4 Project Management and Coordination 75 days Mon 10/19/26 Fri 2/12/27 26 4.1 Project Management 75 days Mon 10/19/26 Fri 2/12/27 27 4.2 City Coordination 75 days Mon 10/19/26 Fri 2/12/27 28 4.3 Quality Management 75 days Mon 10/19/26 Fri 2/12/27 29 5 Optional Additional Services 1 day Thu 10/15/26 Thu 10/15/26 30 5.1 Two-Phase Project Delivery 1 day Thu 10/15/26 Thu 10/15/26 31 5.2 Bidding and Construction Support 1 day Thu 10/15/26 Thu 10/15/26 32 5.3 Record Drawings 1 day Thu 10/15/26 Thu 10/15/26
33 5.4 Standard PLC Function Blocks and SCADA Objects 1 day Thu 10/15/26 Thu 10/15/26 10/30
12/9
12/29
2/1
2/12
7 12 17 22 27 1 6 11 16 21 26 1 6 11 16 21 26 31 5 10 15 20 25 30 4 9 14 19 24 October 2026 November 2026 December 2026 January 2027 February 2027 Task
Split
Milestone
Summary
Project Summary
Inactive Task
Inactive Milestone
Inactive Summary
Manual Task
Duration-only
Manual Summary Rollup
Manual Summary
Start-only
Finish-only
External Tasks
External Milestone
Deadline
Progress
Manual Progress

Project: St Helena SCADA Final
Date: Wed 9/23/26
ID Task
Mode
WBS Task Name Duration Start Finish
1 1 Project Initiation and Design Basis 12 days Thu 10/15/26 Fri 10/30/26 2 1.1 Project Kickoff 1 day Thu 10/15/26 Thu 10/15/26
3 1.2 Targeted Field Verification 5 days Mon 10/19/26 Fri 10/23/26 4 1.3 Final Design Basis 5 days Mon 10/26/26 Fri 10/30/26 5 1.4 Design Basis Confirmed 0 days Fri 10/30/26 Fri 10/30/26 6 2 60% Design 40 days Mon 10/26/26 Tue 12/29/26
7 2.1 System Architecture and Standards 15 days Mon 10/26/26 Mon 11/16/26 8 2.2 Site-Specific Design 25 days Mon 11/2/26 Wed 12/9/26 9 2.3 60% PS&E 15 days Tue 11/17/26 Wed 12/9/26
10 2.4 60% Review 10 days Thu 12/10/26 Tue 12/29/26
11 2.4.1 City 60% Review and Page-Turn Meeting 7 days Thu 12/10/26 Fri 12/18/26 12 2.4.2 Resolve 60% Comments and Design Decisions 3 days Mon 12/21/26 Tue 12/29/26 13 2.5 Submit 60% Design Package 0 days Wed 12/9/26 Wed 12/9/26 14 2.6 60% Review and Design Decisions Complete 0 days Tue 12/29/26 Tue 12/29/26 15 3 100% Design 30 days Wed 12/30/26 Fri 2/12/27
16 3.1 Final Plans 20 days Wed 12/30/26 Fri 1/29/27
17 3.2 Final Specifications 20 days Wed 12/30/26 Fri 1/29/27 18 3.3 Final Cost Estimate 5 days Tue 1/26/27 Mon 2/1/27 19 3.4 Final Review and Submittal 14 days Tue 1/26/27 Fri 2/12/27 20 3.4.1 Internal Final QC and Constructability Review 5 days Tue 1/26/27 Mon 2/1/27 21 3.4.2 City Final Review 5 days Tue 2/2/27 Mon 2/8/27 22 3.4.3 Final Corrections and Bid-Ready Package Assembly 4 days Tue 2/9/27 Fri 2/12/27 23 3.5 100% Review Package Complete and Submitted 0 days Mon 2/1/27 Mon 2/1/27 24 3.6 Final Bid-Ready PS&E Submitted 0 days Fri 2/12/27 Fri 2/12/27 25 4 Project Management and Coordination 75 days Mon 10/19/26 Fri 2/12/27 26 4.1 Project Management 75 days Mon 10/19/26 Fri 2/12/27 27 4.2 City Coordination 75 days Mon 10/19/26 Fri 2/12/27 28 4.3 Quality Management 75 days Mon 10/19/26 Fri 2/12/27 29 5 Optional Additional Services 1 day Thu 10/15/26 Thu 10/15/26 30 5.1 Two-Phase Project Delivery 1 day Thu 10/15/26 Thu 10/15/26 31 5.2 Bidding and Construction Support 1 day Thu 10/15/26 Thu 10/15/26 32 5.3 Record Drawings 1 day Thu 10/15/26 Thu 10/15/26
33 5.4 Standard PLC Function Blocks and SCADA Objects 1 day Thu 10/15/26 Thu 10/15/26 10/30
12/9
12/29
2/1
2/12
7 12 17 22 27 1 6 11 16 21 26 1 6 11 16 21 26 31 5 10 15 20 25 30 4 9 14 19 24 October 2026 November 2026 December 2026 January 2027 February 2027 Task
Split
Milestone
Summary
Project Summary
Inactive Task
Inactive Milestone
Inactive Summary
Manual Task
Duration-only
Manual Summary Rollup
Manual Summary
Start-only
Finish-only
External Tasks
External Milestone
Deadline
Progress
Manual Progress

Project: St Helena SCADA Final
Date: Wed 9/23/26
Exhibit A

Cannon
1050 Southwood Drive
San Luis Obispo, CA 93401
805.544.7407
Reliable
Responsive
Solutions
Exhibit A

Fee Summary Fee Hours

1. Initiation and Design Basis $37,900 142

2. 60% Design $100,052 476

3. 100% Design $79,444 372

4. Project Management and Coordination $18,496 72
BASE DESIGN TOTAL $235,892 1,062

5.1 Two-Phase Delivery - Additive $13,075 61
BASE PLUS TWO-PHASE ADDITIVE $248,967 1,123

OTHER OPTIONAL SERVICES - SEPARATE

5.2 Bidding and Construction Support $26,410 112

5.3 Record Drawings $14,086 70

5.4 Standard PLC Blocks and SCADA Objects $41,180 188
Exhibit A

Agenda Report to the City Council
Agenda Section: PUBLIC HEARINGS
Department: Public Works Department
DATE: October 13, 2026
FROM: Eric Janzen, Asst. PW Director
SUBJECT: Introduce and waive the first reading of an ordinance amending Section 3.04.210 (Bidding procedures for various project amounts) by adding Subsection D (Design-Build) and adding Section

3.04.245 (Design-build contracts) to the St. Helena Municipal Code to authorize design-build project delivery in accordance with state law and adopting a design-build organizational conflict of interest policy.

RECOMMENDED
ACTION:

Introduce the Ordinance and waive first reading.

PREVIOUS COUNCIL
ACTION:

None

STATEMENT OF THE
PURPOSE:

Adoption of an Ordinance Authorizing Design-Build Project Delivery and Adopting a Design-Build Organizational Conflict-ofInterest Policy.

FINANCIAL IMPACT: Approval of the Ordinance and adoption of the Design-Build Organizational Conflict-of-Interest Policy do not, by themselves, have a current fiscal impact. Costs associated with any future design-build procurement or project would be considered as part of the applicable project authorization and budget.

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

Public construction projects are traditionally procured through the design-bid-build process, in which separate firms design and construct a project. Design-build is an alternative projectdelivery method in which responsibility for design and construction is combined within the design-build team. Potential advantages of design-build may include reducing the overall time required to complete a project, allowing selection based on qualifications, experience and cost, and reducing change-order claims.

The City desires to have design-build available as a project-delivery option for eligible public works projects when the City Council determines that use of the method is appropriate. The

proposed Ordinance identifies the applicable Public Contract Code authority for local-agency design-build procurements and amends the St. Helena Municipal Code so that qualifying projects may be procured using design-build upon City Council approval and in accordance with applicable state law.

Public Contract Code section 22162(c) requires a local agency entering into design-build contracts under the statutory design-build framework to develop guidelines for a standard organizational conflict-of-interest policy addressing whether a person or entity that performs services relating to the solicitation of a design-build project may submit a proposal as a designbuild entity or join a design-build team. The proposed Ordinance therefore also adopts the City’s Design-Build Organizational Conflict-of-Interest Policy as Exhibit “A.” DISCUSSION:

Design-Build Authorization. The proposed Ordinance adds subsection D to Municipal Code Section 3.04.210. The new subsection provides that, notwithstanding the formal bidding provisions otherwise applicable under that section, a public work project that is eligible for design-build delivery under applicable state law may be procured by design-build upon approval of the City Council and in compliance with all applicable requirements of state law.

The Ordinance also adds new Section 3.04.245 governing design-build contracts. The new section provides that each design-build solicitation, evaluation, award and contract must comply with applicable state law. It further makes clear that authorization of design-build does not establish a preference for design-build over any other lawful project-delivery or procurement method.

Organizational Conflict-of-Interest Policy. Exhibit “A” to the Ordinance establishes the City’s policy for identifying, disclosing, evaluating and addressing organizational conflicts of interest in connection with design-build procurements. The policy recognizes that an organizational conflict may arise where a proposer is unable or potentially unable to provide impartial assistance or advice to the City, where the proposer’s objectivity may be impaired, or where the proposer may have an unfair competitive advantage.

Among other provisions, the policy identifies circumstances in which a potential proposer will not be permitted to participate as a design-build entity or join a design-build team, including when the proposer is serving as the City’s design consultant or owner’s representative for the project, is assisting with procurement or management of the project, is subject to a contractual restriction on participation, is performing project oversight for another entity or stakeholder, or would violate applicable conflict-of-interest requirements.

The policy also requires proposers with potential conflicts to disclose relevant facts concerning their team and prior work on the project, provide project-related records when required, and ensure that contracts for potentially conflicting project services have expired or been terminated. The City Manager is authorized to determine whether an organizational conflict of interest exists. A City Manager's determination may be appealed to the City Council, whose decision is final under the policy.

The policy continues to apply after the award. A successful proposer must promptly disclose an organizational conflict discovered after the award and identify measures taken or proposed to avoid or mitigate the conflict. The policy also restricts the successful proposer and affiliated firms, as well as design subconsultants, from competing for City construction-inspection services for the same design-build project.

Administration. The Ordinance authorizes the City Manager, in consultation with the City Attorney, to administer and implement the policy and to adopt administrative procedures, forms and solicitation provisions that are consistent with the policy and applicable law. The Ordinance does not delegate to the City Manager any City Council approval that is required by state law for the use of design-build on a particular project.

ENVIRONMENTAL REVIEW:

Not a CEQA Project (CEQA Guidelines §15378)
GOAL:

Goal 1: Strengthen Financial Sustainability
Goal 2: Improve Infrastructure & Further Environmental Sustainability Goal 7: Enhance Organizational Effectiveness
Goal 8: Implement Capital Improvement Plans (CIP) Projects Miscellaneous/Other ATTACHMENTS:

1. St. Helena - Ordinance No. __ Authorizing Design Build and COI Policy-c1.BBK version

ORDINANCE NO. 2026-___
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ST. HELENA AMENDING MUNICIPAL CODE SECTION 3.04.210 AND ADDING SECTION 3.04.245 OF THE ST.

HELENA MUNICIPAL CODE TO AUTHORIZE DESIGN-BUILD PROJECT DELIVERY IN

ACCORDANCE WITH STATE LAW AND ADOPTING A DESIGN-BUILD ORGANIZATIONAL

CONFLICT-OF-INTEREST POLICY
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, Public Contract Code §§ 22160 et seq, Public Contract Code §§ 22170, and Public Contract Code §§ 22185 et seq. provides authority for cities and other local agencies to use the design-build method of project delivery for eligible projects, subject to the requirements of those chapters; and
WHEREAS, Public Contract Code Section 22162(c) requires a local agency contracting thereunder to develop guidelines for “a standard organizational conflict-of-interest policy, consistent with applicable law, regarding the ability of a person or entity that performs services” for the City relating to the solicitation to submit a proposal WHEREAS, California Public Contract Code Section 22160 states that the design-build authorization does not establish a preference for design-build over other procurement methodologies; and
WHEREAS, the City Council desires to authorize design-build as an available projectdelivery method for eligible City public works projects without imposing local procurement requirements beyond those required by applicable state law; and WHEREAS, the City Council further desires to adopt the Design-Build Organizational Conflict-of-Interest Policy attached as Exhibit “A” to this Ordinance and to authorize the City Manager to administer and implement that policy consistent with applicable law.

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

Section 1. Recitals.

The above recitals are incorporated into this Ordinance as though fully set forth herein.

Section 2. Amendment to Section 3.04.210.

Subsection D is added to Section 3.04.210 of the St. Helena Municipal Code to read as follows:

D. Design-Build. Notwithstanding subsection C or any other provision of this chapter, a public work project that is eligible for design-build delivery under Chapter 4 (commencing with Section 22160) of Part 3 of Division 2 of the California Public Contract Code, or any successor state law, may be procured by design-build upon approval of the city council and in accordance with all applicable requirements of state law.

Section 3. Design-Build Contract Procedures.

Section 3.04.245 is added to the St. Helena Municipal Code to read as follows:

3.04.245 Design-build contracts
A. The City may use design-build project delivery for eligible public work projects pursuant to Chapter 4 (commencing with Section 22160) of Part 3 of Division 2 of the California Public Contract Code, or any successor state law. Each design-build solicitation, evaluation, award, and contract shall comply with all applicable requirements of state law.

B. Nothing in this section establishes a preference for design-build over any other lawful project-delivery or procurement method.

C. The organizational conflict-of-interest policy adopted by the City Council for design-build procurements shall apply to each City design-build procurement.

Section 4. Design-Build Organizational Conflict-of-Interest Policy.

The City Council hereby adopts the Design-Build Organizational Conflict-of-Interest Policy attached to this Ordinance as Exhibit “A” and incorporated herein by reference. The policy shall apply to each design-build procurement conducted by the City pursuant to the California Public Contract Code, or any successor state law.

Section 5. Administration.

The City Manager, in consultation with the City Attorney, is authorized and directed to administer and implement the Design-Build Organizational Conflict-of-Interest Policy and may adopt administrative procedures, forms, and solicitation provisions consistent with the policy and applicable law. This authority does not authorize the City Manager to approve use of design-build for a project where approval of the City Council is required by state law.

Section 6. California Environmental Quality Act.

The City Council finds that adoption of this Ordinance is not a “project” within the meaning of the California Environmental Quality Act (CEQA) because it establishes administrative procurement procedures and does not commit the City to any particular public works project or physical change in the environment. (CEQA Guidelines, § 15378(b)(5).) Section 7. Severability.

If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, that decision shall not affect the validity of the remaining portions of this Ordinance. The City Council declares that it would have adopted this Ordinance and each section, subsection, sentence, clause, or phrase thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, or phrases may be declared invalid or unconstitutional.

Section 8. Effective Date and Publication.

This Ordinance shall take effect immediately upon its adoption. The City Clerk shall cause this Ordinance to be posted and published in accordance with applicable law.

THE FOREGOING ORDINANCE was introduced at a regular meeting of the St. Helena City Council on the ___ day of __________, 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
______________________________
City Clerk

EXHIBIT “A”

DESIGN BUILD CONFLICT OF INTEREST POLICY

CONFLICT-OF-INTEREST POLICY COVERING

DESIGN-BUILD PROJECTS
The purpose of this document is to clarify the City of St. Helena’s (“City”) position on potential conflicts-of-interest that may arise when consultants or contractors (collectively, “Proposer”) perform work for the City relating to potential design-build projects (“DesignBuild Project”).

Organizational conflicts-of-interest can occur when, because of existing or planned activities or because of relationships with other entities, a Proposer is unable or potentially unable to render impartial assistance or advise the City; a Proposer’s objectivity in performing the contract work is or might be otherwise impaired; or a Proposer has an unfair competitive advantage.

The policies and guidelines concerning the organizational conflicts-of-interest found herein may be specified or referenced in the Request for Qualifications (“RFQ”) and/or Request for Proposal (“RFP”) documents for a Design-Build Project as well as any contract for the engineering/design services, inspection, or technical support in the administration of a Design-Build Project.

Resolution of conflict-of-interest issues is ultimately at the sole discretion of the City. City reserves the right to cancel or amend the resulting contract(s) if a successful Proposer failed to disclose a potential conflict, which it knew or should have known about, or if a Proposer provided information in response to an inquiry from the City that is false or misleading.

After award, conflict-of-interest guidelines and policies shall continue to be monitored and enforced. If an organizational conflict-of-interest is discovered after award, the Proposer will make an immediate and full written disclosure to the City that includes a description of the action that the Proposer has taken or proposes to take to avoid or mitigate such conflicts. If an organizational conflict-of-interest is determined to exist and the Proposer was aware of an organizational conflict-of-interest prior to award of the contract and did not disclose the conflict-of-interest, the City may terminate the contract with the Proposer for material breach. If the Proposer is terminated, the City assumes no obligations, responsibilities and liabilities to reimburse all or part of the costs incurred or alleged to have been incurred by the Proposer.

APPROACH
The following approach to conflict-of-interest will apply to City procurements relating to a Design-Build Project:

I. A potential Proposer will not be allowed to participate as a design-build entity or to

join a design-build team if, without limitation, any of the following is true:

A. Proposer is the City’s design consultant, owner’s representative, or otherwise providing contractual services on the Design-Build Project.

B. Proposer is assisting in the procurement and/or management of the DesignBuild Project, including the preparation of the RFQ and/or RFP language or evaluation criteria.

C. Proposer has performed work on a previous contract that specifically excludes them from participating as a design-build entity or joining a designbuild team on the Design-Build Project.

D. Proposer is under contract with any other entity or stakeholder to perform oversight on the Design-Build Project.

E. Proposer would violate applicable federal and state conflict-of-interest rules and regulations by participating as a design-build entity or joining a designbuild team.

II. Proposers who may have potential conflicts-of-interest in relation to a Design-Build Project and wish to participate as a design-build entity or join a design-build team must:

A. Conform to applicable federal and state conflict-of-interest rules and regulations including, without limitation, the California Political Reform Act, California Government Code Section 1090, the federal Copeland “AntiKickback” Act and federal conflict-of-interest rules set forth in the federal funding agency’s administrative grant and cooperative agreement regulations. Federal conflict-of-interest rules and regulations shall only apply where the Design-Build Project receives federal funding.

B. Disclose all relevant facts relating to past, present or planned interest(s) of the Proposer’s team (including the Proposer, Proposer’s proposed consultants, contractors, subconsultants and/or subcontractors and their respective chief executives, directors and key personnel) which may result, or could be viewed as an organizational conflict-of-interest in connection with any Design-Build Project procurement, including present or planned contractual or employment relationships with any current employee of the City.

C. Disclose in the response documents to an RFQ and/or RFP for a DesignBuild Project, all of the work performed in relation to the Design-Build Project being procured under the RFQ and/or RFP, when requested.

D. Provide all records of the work performed in relation to the Design-Build Project to the City so that all information can be evaluated and made

available to all potential design-build teams, if necessary.

E. Ensure that the Proposer’s contract with any entity to perform services related to the Design-Build Project has expired or has been terminated.

Upon review of the information provided above, the City Manager will determine, in his or her sole discretion, if the Proposer has an organizational conflict-ofinterest. Decisions of the City Manager regarding organizational conflicts-ofinterest may be appealed to the City Council. The decision of the City Council shall be final with respect to the disposition of the organizational conflict-of-interest and non-appealable.

III. For other potential conflicts-of-interest not mentioned above (e.g. employee changing companies, merger/acquisitions of firms, property ownership, business arrangements, financial interest), Proposers shall disclose and address any conflicts-of-interest or potential conflicts-of-interest when participating as a designbuild entity or joining a design-build team. City will then determine if an organizational conflict-of-interest exists.

IV. The successful Proposer or firms affiliated with the successful Proposer are prohibited from competing on any agreement to provide construction inspection services for the Design-Build Project. An affiliated firm is one, which is subject to the control of the same persons, through joint ownership or otherwise. No subconsultants who are providing design services in connection with the DesignBuild Project shall be eligible to compete for any agreement with the City to provide construction inspection services for the Design-Build Project.

V. The forgoing shall not constitute a limitation on the obligations of the Proposer in relation to organizational conflicts-of-interest.

Agenda Report to the City Council
Agenda Section: NEW BUSINESS
Department: Administrative Services Department
DATE: October 13, 2026
FROM: Martin Beltran, Finance Manager
SUBJECT: Proposed approval of a Resolution approving an Employment Agreement with Justin Tharp, ratifying the City Manager's appointment to serve as the Chief of Police.

RECOMMENDED
ACTION:

Staff recommends approval of the attached resolution.

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
PURPOSE:

The purpose is to ratify the City Manager's appointment of Justin Tharp to serve as the Chief of Police.

FINANCIAL IMPACT: Funding for this position is included in the FY 2026-27 adopted budget.

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

The Chief of Police position, which oversees the Police Department, became vacant following the previous Chief of Police, Chris Hartley's retirement in April 2026. This leadership role is essential to ensuring the delivery of professional, responsive, and community-focused public safety services. The Chief of Police is responsible for the protection of life and property, the maintenance of order, prevention and control of crime, and enforcement of vehicle laws and regulations. The position also provides leadership in staff development and organizational effectiveness, while ensuring that police services continue to meet the needs of St. Helena residents. The Interim City Manager appointed Lieutenant Justin Tharp to serve as Interim Chief of Police in April 2026.

Following the vacancy, staff conducted an evaluation of recruitment options. Based on the operational needs of the department, the importance of continuity in leadership, and the value of institutional knowledge, the Interim City Manager determined that an internal process be considered first before any external recruitment process.

After working with Justin Tharp over a six-month period as the Interim Chief of Police, the Interim City Manager determined that Tharp possessed the skills, experience, and leadership

capacity necessary for the permanent role and has appointed Justin Tharp as Chief of Police.

DISCUSSION:

On September 22, 2026, Interim City Manager, Jim McCann appointed Justin Tharp as Chief of Police. Justin Tharp has dedicated more than two decades of service to the City of St.

Helena Police Department, beginning his career as a police officer in October 2002. Over the years, Tharp has steadily risen through the department's ranks, serving as Lieutenant since 2020 before taking on the interim Chief of Police duties in April 2026. His extensive local experience, deep institutional knowledge, and steadfast commitment to public safety make him exceptionally qualified to lead the department permanently into the future.

Tharp is a 2023 graduate of the FBI National Academy, a prestigious professional development program for law enforcement executives conducted in Quantico, Virginia. The academy brings together select police leaders from across the United States and around the world for an intensive 10-week curriculum focused on executive leadership, advanced investigative techniques, and organizational strategy.

In addition to his professional achievements, Tharp earned a Bachelor of Science in Criminal Justice from Liberty University in October 2025 and holds an Associate of Arts in Political Science and Government from Napa Valley College. He is also an active participant in local civic leadership and in June 2026 graduated as a member of Leadership Napa Valley’s Class

38. As Chief of Police, Tharp will be responsible for the overall administration, operations, personnel, policies, and public safety functions of the St. Helena Police Department, consistent with the City’s goals related to service delivery, community engagement, and quality of life.

ENVIRONMENTAL REVIEW:

None.

GOAL:

Goal 6: Improve Employee Recruitment, Retention, & Morale ATTACHMENTS:

1. Attachment 1: Resolution - Chief of Police Contract Ratification

2. Attachment 2: Employment Agreement JTharp

CITY OF ST. HELENA
RESOLUTION NO. 2026-__
Resolution approving an Employment Agreement with Justin Tharp, ratifying the Interim City Manager’s appointment to serve as the Chief of Police.

RECITALS
A. In April 2026, the Chief of Police position, which oversees the Police Department, became vacant following the previous Chief of Police's retirement; and B. This leadership role is essential to ensuring the delivery of professional, responsive, and community-focused public safety services; and C. To ensure uninterrupted operations and continued progress, Justin Tharp was appointed Interim Chief of Police in April 2026; and
D. On September 22, 2026, the Interim City Manager appointed Justin Tharp as Chief of Police; and
E. The Interim City Manager seeks the City Council’s ratification of the action.

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

1. Authorize the Interim City Manager to enter into an employment agreement effective October 13, 2026, with Justin Tharp to serve as the City’s Chief of Police.

Approved at a Regular Meeting of the St. Helena City Council on October 13, 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

Justin Tharp Employment Agreement
City of St. Helena

83578.00009\45505211.1

EMPLOYMENT AGREEMENT FOR CHIEF OF POLICE
Between
CITY OF ST. HELENA AND JUSTIN THARP
THIS EMPLOYMENT AGREEMENT (the Agreement) is entered into as of October 13, 2026, between THE CITY OF ST. HELENA, a municipal corporation (City), and Justin Tharp (Chief), collectively “the Parties”.

RECITALS
WHEREAS, City desires to employ Justin Tharp as Chief of Police for the City of St. Helena.

WHEREAS, Justin Tharp desires to serve as Chief of Police of the City of St.

Helena beginning on October 13, 2026.

WHEREAS Justin Tharp has the necessary education, experience, skills and expertise to serve as the City’s Chief of Police; and
WHEREAS, The City Manager, as appointing power, and Justin Tharp desire to agree in writing to the terms and conditions of Justin Tharp’s employment as the Chief of Police.

NOW, THEREFORE, in consideration of the above recitals, promises and conditions contained herein, the Parties agree as follows:

AGREEMENT

1. Powers and Duties of the Chief of Police
a) The Chief of Police shall have the powers and shall perform the functions and duties specified in the job description and in state and federal law, the St. Helena Municipal Code, and the ordinances and resolutions of City, as well as to perform other legally permissible and proper duties and functions as the City Manager may from time-to-time assign.
b) The Chief shall perform the duties to the best ability in accordance with the professional and ethical standards of the profession and shall comply with the laws of the State of California, the Municipal Code of the City, and Ordinances and Resolutions of the City, and as they may be amended.
c) The Chief shall not engage in any activity which is or may become a conflict of interest, prohibited contract, or which may create an incompatibility of office as defined under California law. Prior to performing any services under the Agreement

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and annually thereafter, the Chief must complete disclosure forms required by law. d) The Chief shall report to the City Manager who has authority to dismiss, discipline, and give direction to the Chief of Police.
e) The Chief shall devote full time to the performance of the assigned duties; the Chief shall notify the City Manager of any outside employment, which employment shall not interfere with the Chief’s City job duties, pose a conflict of interest, or be inappropriate for a City employee.
f) The Chief shall maintain all applicable certifications and licenses required for the Chief of Police, as a condition of employment, including a valid California Driver’s License. at.

2. Term
The Agreement is effective as of the latest date of signature below, with an initial employment date of October 13, 2026, and will continue in effect until terminated as provided herein. As stated in Section 3, the Chief’s employment is for no defined term or period, and may be terminated by the City Manager at any time pursuant to Section 4.

For purposes of Section 4 and Government Code Section 53260 only, the Chief’s employment shall be deemed to have an unexpired term of three (3) months in the event of involuntary termination without cause pursuant to Section 4 (c).

3. At-Will Employment
a) The Parties recognize and affirm that: (1) the Chief is an “at will” employee whose employment may be terminated by the City Manager at any time with or without cause, (2) there is no express or implied promise made to the Chief for any form of continued employment, and (3) upon termination of the Agreement, the Chief understands that there is no right to any further employment, in any capacity, with the City. The Agreement is the sole and exclusive basis for an employment relationship between the Chief and the City.
b) Termination for cause means termination based upon a breach of any of the terms of this Agreement, malfeasance of any nature occurring during the course and scope of the Chief's duties as Chief of Police; or a conviction, plea bargain, or personal adverse State or federal determination against the Chief individually involving any felony, intentional tort, crime of moral turpitude, violation of statute or law constituting forfeiture of office, misconduct in office for personal gain, misuse of public funds for personal benefit, conflict of interest resulting in conviction, or any other incompatible activity or conflict of interest.

Justin Tharp Employment Agreement
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4. Termination of Agreement
The Agreement may be terminated as follows:
a) By Mutual Agreement. The City Manager and the Chief may terminate this Agreement at any time by mutual written agreement.
b) Termination by City. The City Manager may, in sole and unrestricted discretion, terminate this Agreement with or without cause at any time upon written notice to the Chief, in compliance with the provisions of Government Code Section 3304(c). c) Severance. Subject to the limitations of Government Code Sections 53260 and 53261, if the City Manager terminates this Agreement without cause while the Chief is still willing and able to perform the duties of Chief of Police, the Chief shall be eligible to receive three (3) months’ base salary, less applicable deductions, plus leaves subject to cash out as provided in this Agreement, together with any extension of benefits required under California and federal law. No time worked by the Chief after notice of the termination shall be debited from the period of severance pay. Eligibility for such severance payment is expressly conditioned upon Chief’s execution, and non-revocation, of a written agreement for (i) a waiver and release of any and all claims against City, (and its officers, elected officials, employees, etc.) to the full extent permitted by law, and (ii) a covenant not to sue. (An appropriate written agreement will be prepared by the City Attorney and furnished to Chief.) However, in the event the Chief is terminated for cause,the Chief shall be entitled to only the compensation earned and accrued and such termination benefits and payments as may be required by law, but shall not be entitled to any severance benefits.
d) Resignation by Chief. Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of Chief to resign at any time from the position as Chief of Police. Chief may terminate this Agreement by submitting written notice of resignation to City. As a courtesy, Chief shall give the City a minimum of thirty (30) days written notice of intention to resign or retire. e) Rights and Remedies of Chief upon Termination. Nothing in this Agreement is intended to, or does, confer upon the Chief any due process right to a hearing or other administrative process pertaining to termination, before or after a decision by the City to terminate employment, except as may be required under California or federal law. The Chief may appeal a determination of for-cause termination to the City Council for the sole purpose of qualifying for severance pay; the City Council shall not have the authority to overturn the termination. f) Resignation in Lieu of Termination. The Chief shall have the opportunity to resign in lieu of being terminated without cause. In such an event, any public

Justin Tharp Employment Agreement
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announcement issued by the City will state that the Chief resigned, and the Chief would remain eligible for severance as provided in subsection (c) above. g) Administrative Leave. The City Manager may place the Chief on administrative leave with or without pay pending investigation of any allegations of misconduct.

5. Compensation and Benefits.
(a) City agrees to pay the Chief for services pursuant to the City’s publicly available salary schedule for the Chief. Effective October 13, 2026, the Chief shall be placed at Step B of the Chief of Police annual salary schedule (currently $220,045). Salary for the Chief shall be payable in pro rata installments at the same time as other employees of City are paid and subject to all applicable payroll taxes and withholdings. Such salary may be adjusted from time to time at the sole discretion of the City Manager within the publicly available salary schedule. The Chief shall be an “exempt” employee under all applicable state and federal labor laws, including, but not limited to, the Federal Labor Standards Act and the regulations of the California Industrial Welfare Commission. (b) Performance Review. The City Manager shall evaluate the Chief’s performance approximately October 13, 2027, and at least annually thereafter. (c) CalPERS. The Chief shall continue to be included in the City's Miscellaneous Plan with the California Public Employees' Retirement System ("CalPERS") as a Classic Member (3%@50), as described in the Unrepresented Compensation Program. The Chief shall contribute the total “employee contribution,” and any applicable cost sharing requirements applicable to City Department Heads as set forth in the Unrepresented Compensation Program (currently 1% cost sharing) and applicable law. The City must comply with the requirements of law and CalPERS rules and regulations governing the CalPERS retirement program and makes no promises regarding any particular level of benefits that will be provided under that program.
(d) The City participates in Social Security; the employee contribution (currently 6.2%) will be deducted from the Chief’s gross pay.
(e) The Chief shall be entitled to all benefits, rights and privileges accorded to Department Heads as set forth in the Unrepresented Compensation Program, as may be amended from time to time, except as otherwise provided in this Agreement or as they may conflict with the Chief’s status as an “At-will” employee.

If there is any conflict between this Agreement and any resolution or policy fixing compensation and benefits for City Department Heads or other unclassified employees, this Agreement shall control.

Justin Tharp Employment Agreement
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(f) The Chief shall receive full vacation accrual of that which a regular full-time employee accumulates in accordance with the full-time vacation entitlement schedule in accordance with the City’s Unrepresented Compensation Program for Department Heads and Mid-Managers. The maximum amount of accrued vacation may not exceed 280 hours. Accrued but unused vacation leave will be paid out at separation.
(g) The Chief shall receive full accruals that Departments Heads receive for personal convenience holidays (floating holidays) in accordance with City’s Unrepresented Compensation Program for Department Heads and Mid-Managers. Floating holidays have no cash value at separation and must be used in the year accrued or the time shall be forfeited.
(h) The Chief shall receive five (5) days of executive leave awarded January 1st and five (5) additional days of executive leave awarded on July 1st of each full year.

Executive leave has no cash value at separation and must be used in the year accrued or the time shall be forfeited.
(i) The Chief shall be entitled to twelve (12) days sick leave each year in accordance with the City’s Unrepresented Compensation Program for Department Heads and Mid-Managers. At separation, accrued but unused sick leave may be used only for those purposes specified in the City’s Unrepresented Compensation Program for Department Heads and Mid-Managers, except as otherwise required by law. (j) For purpose of calculating vacation accruals, personal convenience holidays; shall be based on the Chief’s initial date of hire with the City which is October 14, 2002.
(k) Vehicle Allowance. The Chief will have access and full use of a City vehicle for City business and may drive the City vehicle home so that the City vehicle will be available for use for City business outside of regular business hours. The City vehicle may not be driven out of the jurisdiction except for City business, and may not be used for more than de minimis personal business. (l) Communications. The Chief will have the use of a City cellular phone and iPad pursuant to policies established by the City.
(m) Professional Development and Training. City shall pay for the Chief’s annual training and membership to essential professional associations, as determined in the discretion of the City Manager within available, budgeted funds. (n) Hours of Work. The Chief is an exempt, full-time employee but is expected to engage in those hours of work that are necessary to fulfill the obligations of the Chief’s position. If mutually agreed to between the City Manager and Chief, Chief

Justin Tharp Employment Agreement
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may have a modified work schedule, such as 4/10 or 9/80 or have the opportunity to telecommute as deemed appropriate by the City Manager.

6. Return of City Property
In the event of termination, any City equipment or property will be promptly returned to the City. In addition, any and all finished and unfinished documents, data, reports and materials are the property of the City and shall be promptly delivered to the City Manager. The Chief shall keep all confidential information acquired through their position (e.g. personnel or proprietary information) in the strictest confidence.

7. Indemnification
To the extent required by, and in accordance with the terms, conditions, and limitations of the Government Claims Act (Gov't Code §§ 810 et seq.), City shall defend, save harmless, and indemnify Chief against any tort, professional liability claim or demand or other legal action, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance of the Chief’s duties as Chief of Police. City will determine whether to compromise and settle any such claim or suit and the amount of any settlement or judgment rendered thereon. Notwithstanding the foregoing, such indemnification shall be limited as stated in paragraph 8 below.

8. Limitations/Reimbursements
Notwithstanding any other provision in this Agreement, and in accordance with California Government Code Sections 3511.1, 3511.2, 53243, 53243.1 and 53243.2, the following limitations apply to City’s obligations to Director:
(a) In the event the Chief is placed on paid leave pending an investigation, the Chief shall reimburse such pay to City if Chief is subsequently convicted of a crime that constitutes “abuse of office or position” as defined in Government Code Section 53243.4.
(b) In the event City pays for the Chief’s legal criminal defense, the Director shall fully reimburse such funds to the City if Chief is subsequently convicted of a crime that constitutes “abuse of office or position” as defined in Government Code Section 53243.4.
(c) If this contract is terminated, any cash settlement related to the termination that Chief may receive from City must be fully reimbursed to City if the Chief is subsequently convicted of a crime that constitutes “abuse of office or position” as defined in Government Code Section 53243.4.

9. Attorney’s Fees

Justin Tharp Employment Agreement
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In the event of any mediation, arbitration or litigation to enforce any of the provisions of this Agreement, each party shall bear its own attorney's fees and costs.

10. Jurisdiction and Venue
This Agreement shall be construed in accordance with the laws of the State of California, and the Parties agree that venue shall be in Napa County, California.

11. Notices
Any notices required by this Agreement shall be in writing and either given in person or by first class mail with postage prepaid and addressed as follows:

TO CITY: City Manager
City of St. Helena
1088 College Avenue
St. Helena, CA 94574
TO EMPLOYEE: Justin Tharp
Home address on file with the City

12. Entire Agreement
The Agreement is the final expression of the complete agreement of the parties with respect to the matters specified herein and supersedes all prior oral or written understandings. However, the Agreement may be amended or altered by the City Manager at any time. Any such amendments or alterations must be in writing, signed by the Chief and the City Manager and approved by the City Council.

13. Severability
If any provision of this Agreement is found to be unenforceable by judgment or court order, the remainder of the Agreement shall remain in full force and effect, as if the unenforceable provision had never been included.

14. Assignment
Chief may not assign or transfer any rights granted or obligations assumed under this Agreement.

15. Informed and Voluntary Agreement
The Chief acknowledges that the Chief has had the opportunity to receive legal representation and advice in connection with this Agreement and that Chief voluntarily

Justin Tharp Employment Agreement
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enters into this Agreement fully informed about the rights and obligations assumed and waived by entering into this Agreement.

16. Agreement Subject to Council Ratification
As stated in Municipal Code Section 2.12.060(B)(2), this Agreement is subject to ratification by the City Council at a regular meeting.

IN WITNESS WHEREOF, City and the Chief of Police have entered into and executed this Agreement as of the 13th day of October 2026.

CITY OF ST. HELENA CHIEF OF POLICE
A Municipal Corporation
By: ______________________ By: ____________________
Jim McCann Justin Tharp
Approved as to Form:

By: _____________________
Ethan Walsh
City Attorney