Buellton City Council
February 10, 2022

CITY OF BUELLTON

CITY COUNCIL AGENDA
Regular Meeting of February 10, 2022 – 6:00 p.m.

City Council Chambers, 140 West Highway 246
Buellton, California
At this time, Council meetings will be conducted via Zoom and the public will not be allowed to attend.

Consistent with Assembly Bill 361, written comments will not be read aloud but can be sent to the City Council via email at [email protected] (please reference agenda item number/subject matter, and include your name and address). The public can observe Council meetings via City TV Live Stream at: http://www.cityofbuellton.com/government/cityTV.php Pursuant to AB 361, cities are allowed to hold City Council meetings via teleconferencing and members of the public can observe and address the meeting telephonically or electronically.  Listen to the meeting by calling 1-669-900-6833 (Meeting ID: 894 4581 7705; Passcode:
758163) Via Zoom, click here: (Meeting ID: 894 4581 7705; Passcode: 1KzxDy)

CALL TO ORDER
Vice Mayor Dave King

PLEDGE OF ALLEGIANCE

ROLL CALL
Council Members Ed Andrisek, Elysia Lewis, John Sanchez, Vice Mayor Dave King, and Mayor Holly Sierra

REORDERING OF AGENDA

PUBLIC COMMENTS
Speaker Slip to be completed and turned in to the City Clerk prior to commencement of meeting. Any person may address the Council on any subject pertaining to City business, including all items on the agenda not listed as a Public Hearing, including the Consent Agenda and Closed Session. Limited to three (3) minutes per speaker. By law, no action may be taken at this meeting on matters raised during Public Comments not included on this agenda. Public Speakers using a translator are allotted a total of six (6) minutes to speak, unless simultaneous translation equipment is used.

CONSENT CALENDAR (ACTION)
The following items are considered routine and non-controversial and are scheduled for consideration as a group. Any Council Member, the City Attorney, or the City Manager may request that an item be withdrawn from the Consent Agenda to allow for full discussion. Members of the Public may speak on Consent Agenda items during the Public Comment period.

City Council Meeting Agenda Page 2 February 10, 2022

1. Minutes of January 27, 2022 Regular City Council Meeting

2. List of Claims to be Approved and Ratified for Payment to Date for Fiscal Year 2021/2022

3. Resolution No. 22-02 – “A Resolution of the City Council of the City of Buellton, California, Proclaiming the Continuing Need to Meet by Teleconference”  (Staff Contact: City Attorney Greg Murphy)

PRESENTATIONS

PUBLIC HEARINGS

COUNCIL MEMBER COMMENTS/ITEMS

WRITTEN COMMUNICATIONS
Written communications are included in the agenda packets. Any Council Member, the City Manager, or City Attorney may request that a written communication be read into the record.

COMMITTEE REPORTS
This Agenda listing is the opportunity for Council Members to give verbal Committee Reports on any meetings recently held for which the Council Members are the City representatives thereto.

BUSINESS ITEMS (POSSIBLE ACTION)

4. Six-Month Report for Fiscal Year 2021-22 from the Buellton Visitors Bureau  (Staff Contact: Finance Director Shannel Zamora)

5. Correction of Contract with Buellton Business Association/Chamber of Commerce for Operation of a Visitors Bureau
 (Staff Contact: City Manager Scott Wolfe)

6. Consideration of Agreement for the Operation of Zaca Creek Golf Course with Mike Brown
(Staff Contact: Public Works Director Rose Hess)
CITY MANAGER’S REPORT

ADJOURNMENT
The next meeting of the City Council will be held on Thursday, February 24, 2022 at 6:00 p.m.

City Manager Review: SW
Council Agenda Item No.: 1

CITY OF BUELLTON

CITY COUNCIL MEETING MINUTES
Regular Meeting of January 27, 2022
City Council Chambers, 140 West Highway 246
Buellton, California

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

PLEDGE OF ALLEGIANCE

ROLL CALL
Present Via Zoom: Council Members Ed Andrisek, Elysia Lewis, John Sanchez, Vice Mayor Dave King, and Mayor Holly Sierra
Staff: City Manager Scott Wolfe, City Clerk Linda Reid, Public Works Director Rose Hess, City Attorney Greg Murphy (via Zoom), Finance Director Shannel Zamora (via Zoom), Planning Director Andrea Keefer (via Zoom), and Lt. Jeff Greene (via Zoom)

REORDERING OF AGENDA
City Manager Wolfe requested that Item 6 be discussed first to accommodate the consultant who is joining the meeting from the East Coast and Item 5 needs to be heard at 6:45 p.m. (time certain).

PUBLIC COMMENTS
None

CONSENT CALENDAR

1. Minutes of January 13, 2022 Special City Council Meeting

2. Minutes of January 13, 2022 Regular City Council Meeting

3. List of Claims to be Approved and Ratified for Payment to Date for Fiscal Year 2021/2022

4. Monthly Treasurer’s Report – December 31, 2021

City Council Meeting Minutes Page 2 January 27, 2022
MOTION:

Motion by Council Member Lewis, seconded by Vice Mayor King, approving Consent Calendar Items 1 through 4 as listed.

VOTE:

Motion passed by a roll call vote of 5-0.

Council Member Andrisek – Yes
Council Member Lewis - Yes
Council Member Sanchez – Yes
Vice Mayor King - Yes
Mayor Sierra – Yes

PRESENTATIONS

None

COUNCIL MEMBER COMMENTS/ITEMS
Council Members Lewis and Sanchez both stated they have received positive feedback regarding installation of the new solar lights in town and that residents would like to see more street lights installed.

WRITTEN COMMUNICATIONS
None

COMMITTEE REPORTS
Council Member Andrisek announced that he and Council Member Sanchez attended the Central Coast Water Authority (CCWA) Board meeting and provided an oral report regarding the meeting.

Mayor Sierra announced that she attended the Santa Barbara County Association of Governments (SBCAG) Board meeting and provided an oral report regarding the meeting.

Mayor Sierra announced she met with Buellton Union School District staff members and discussed the new child care program for four-year olds that will go into effect by April 2023.

Council Member Sanchez announced that he attended the Buellton Chamber of Commerce and Visitors Bureau Board meeting and provided an oral report regarding the meeting.

City Council Meeting Minutes Page 3 January 27, 2022

6. Consideration of Filing Notice of Dispute Pertaining to Proposed Law Enforcement Costs for FY 2022-23
RECOMMENDATION:

That the City Council receive information from staff and Russ Branson Consulting and direct staff to submit a notice of dispute to the Santa Barbara County Sheriff’s Department.

STAFF REPORT:

City Manager Wolfe presented the staff report.

SPEAKERS/DISCUSSION:

Russ Branson, contract consultant discussed the notice of dispute with the Santa Barbara County Sheriff’s Department displayed a presentation and answered questions from the Council.

DOCUMENTS:

Staff report with attachments as listed in the staff report.

MOTION:

Motion by Vice Mayor King, seconded by Council Member Lewis, directing staff to submit a notice of dispute to the Santa Barbara County Sheriff’s Department.

VOTE:

Motion passed by a roll call vote of 5-0.

Council Member Andrisek – Yes
Council Member Lewis – Yes
Council Member Sanchez - Yes
Vice Mayor King – Yes
Mayor Sierra – Yes
Mayor Sierra called a two minute recess at 6:43 p.m. and reconvened the meeting at 6:45 p.m.

PUBLIC HEARINGS (Time Certain - 6:45 PM)

5. Third Public Hearing Considering City Council Redistricting Maps and Boundaries RECOMMENDATION:

That the City Council receive a presentation from the City’s demographic consultant on the district-based map boundary alternatives and election sequence options, receive public comment, and determine two draft maps to consider during the fourth public hearing and first reading of the ordinance adopting by-district elections.

STAFF REPORT:

City Attorney Murphy presented the staff report.

City Council Meeting Minutes Page 4 January 27, 2022
SPEAKERS/DISCUSSION:

Daniel Phillips, Ph.D., consultant with National Demographics Corporation discussed the draft maps and election sequencing and answered questions from the Council.

Mayor Sierra opened the public hearing at 7:11 p.m. There being no public comment, Mayor Sierra closed the Public Hearing at 7:12 p.m.

The City Council discussed the draft NDC Plans and bringing back Plans 203 and 204 for further discussion at the public hearing scheduled for February 24, 2022.

DOCUMENTS:

Staff report with attachments as listed in the staff report.

MOTION:

Motion by Vice Mayor King, seconded by Council Member Lewis directing staff to bring back draft NDC Plans 203 and 204 at the public hearing and first reading of the ordinance adopting by-district elections on February 24, 2022.

VOTE:

Motion passed by a roll call vote of 5-0.

Council Member Andrisek – Yes
Council Member Lewis – Yes
Council Member Sanchez - Yes
Vice Mayor King – Yes
Mayor Sierra – Yes

BUSINESS ITEMS

7. Presentation by Central Coast Community Energy
RECOMMENDATION:

That the City Council receive a presentation by Central Coast Community Energy.

STAFF REPORT:

City Manager Wolfe presented the staff report.

SPEAKERS/DISCUSSION:

Susan Davison, representing Central Coast Community Energy discussed the transition from Pacific Gas and Electric (PG&E) to Central Coast Community Energy and answered questions from the Council regarding the transition. The City Council thanked Ms.

Davison and Central Coast Community Energy for the presentation and their work in the community.

City Council Meeting Minutes Page 5 January 27, 2022

8. Consideration of a New Contract with Metro Ventures Ltd. for Irma L. Tucker to Provide Professional Planning Services
RECOMMENDATION:

That the City Council authorize the City Manager to enter into a new contract for Contract Planning Services with Metro Ventures Ltd. beginning March 3, 2022 and ending November 10, 2022, at a rate of $81.00 per hour, for a maximum of 720 hours.

STAFF REPORT:

Planning Director Keefer presented the staff report.

DOCUMENTS:

Staff report with attachments as listed in the staff report.

MOTION:

Motion by Vice Mayor King, seconded by Council Member Sanchez, authorizing the City Manager to enter into a new contract for Contract Planning Services with Metro Ventures Ltd. beginning March 3, 2022 and ending November 10, 2022, at a rate of $81.00 per hour, for a maximum of 720 hours.

VOTE:

Motion passed by a roll call vote of 5-0.

Council Member Andrisek – Yes
Council Member Lewis – Yes
Council Member Sanchez - Yes
Vice Mayor King– Yes
Mayor Sierra – Yes
CITY MANAGER’S REPORT
City Manager Wolfe provided an informational report to the City Council.

ADJOURNMENT
Mayor Sierra adjourned the regular meeting at 8:05 p.m. The next regular meeting of the City Council will be held on Thursday, February 10, 2022 at 6:00 p.m. _________________________________
Holly Sierra
Mayor
ATTEST:
_________________________________
Linda Reid
City Clerk

CITY OF BUELLTON
City Council Agenda Staff Report
City Manager Review: SW
Council Agenda Item No.: 2

To: The Honorable Mayor and City Council
From: Shannel Zamora, Finance Director
Meeting Date: February 10, 2022
Subject: List of Claims to be Approved and Ratified for Payment to Date for Fiscal Year 2021/2022
______________________________________________________________________________

BACKGROUND
Staff is required to submit a check register to the City Council for approval every council meeting for the most recently completed check register (Attachment 1).

The check register for the period 01/15/2022 through 01/28/2022 has been prepared in accordance to Government Code section 37202 and Buellton Municipal Code section

3.08.070. The check register lists all vendor payments for the specified period above, along with claimant’s name, a brief description of the goods or service purchased, amount of demand, check number, check date and the account number(s) associated with each payment.

The total amount of checks, 01/15/2022 through 01/28/2022, and electronic fund transfers issued for the period of 01/15/2022 through 01/28/2022 was $478,906.36.

FISCAL IMPACT
Payments made to the various vendors were consistent with the approved City’s Budget for FY 2021/22. Cash is available for the payment disbursements of the above liabilities.

RECOMMENDATION
That the City Council review and accept the check register for the period 01/15/2022 through 01/28/2022.

ATTACHMENTS
Attachment 1 – Claims

CITY OF BUELLTON
City Council Agenda Staff Report
City Manager Review: SW
Council Agenda Item No.: 3

To: The Honorable Mayor and City Council
From: Gregory Murphy, City Attorney
Meeting Date: February 10, 2022
Subject: Resolution No. 22-02 – “A Resolution of the City Council of the City of Buellton, California, Proclaiming the Continuing Need to Meet by Teleconference”
______________________________________________________________________________

BACKGROUND
On September 16, 2021, Governor Newsom signed Assembly Bill 361 (AB 361), which modified the Brown Act to allow a legislative body to continue to meet under teleconferencing rules during a proclaimed state of emergency and where local officials recommend measures to promote social distancing.

On September 28, 2021, the Santa Barbara County Public Health Department recommended that social distancing continue during public meetings via use of teleconferencing in order to help prevent the spread of COVID-19. This message was set forth in the Santa Barbara County Public Health Department’s press release entitled, “Health Officials AB 361 Social Distance Recommendation”, which is attached to Resolution No. 22-02 as (Exhibit A).

State or local officials have recommended measures to promote social distancing, including holding virtual meetings for legislative bodies within the County of Santa Barbara.

Therefore, in consideration of the State of Emergency declared by Governor Newsom and findings that the State of Emergency still warrants the option of teleconferencing for public meetings, it is in the interest of public health and safety, and in response to the local recommendation for measures to promote social distancing, it is necessary to invoke provisions of AB 361 related to teleconferencing.

A Special City Council Meeting was held on January 13, 2022, allowing teleconferenced meetings to continue. Resolution No. 22-02 formally documents the continued need for meetings to occur via teleconference if necessary, to allow for social distancing to continue for both Council and Commission meetings, especially given the compact area that houses the Council Chambers.

Resolution No. 22-02 Page 2 February 10, 2022

RECOMMENDATION
That the City Council consider adoption of Resolution No. 22-02 - “A Resolution of the City Council of the City of Buellton, California, Proclaiming the Continuing Need to Meet by Teleconference”

ATTACHMENTS
Resolution No. 22-02 (Exhibit A)

RESOLUTION NO. 22-02

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF BUELLTON, CALIFORNIA, PROCLAIMING THE

CONTINUING NEED TO MEET BY TELECONFERENCE
WHEREAS, the City of Buellton is committed to preserving and nurturing public access and participation in meetings of the City Council; and
WHEREAS, all meetings of the City of Buellton’s legislative bodies are open and public, as required by the Ralph M. Brown Act (Cal. Gov. Code 54950 – 54963), so that any member of the public may attend, participate, and watch the City’s legislative bodies conduct their business; and
WHEREAS, the Brown Act, Government Code section 54953(e), makes provisions for remote teleconferencing participation in meetings by members of a legislative body, without compliance with the requirements of Government Code section 54953(b)(3), subject to the existence of certain conditions; and
WHEREAS, a required condition is that a state of emergency is proclaimed and state or local officials have imposed or recommended measures to promote social distancing; and WHEREAS, on March 4, 2020, Governor Newsom declared a State of Emergency as a result of the COVID-19 pandemic; and
WHEREAS, on September 28, 2021 the Santa Barbara County Public Health Department put into effect measures requiring social distancing and other public health measures and restrictions to help combat the COVID-19 pandemic as referenced in Exhibit A; and WHEREAS, the State of Emergency and social distancing and other public health measures remain in effect; and
WHEREAS, COVID-19 continues to threaten the health and lives of Buellton City residents notwithstanding the City’s vaccination rates and the Omicron variant is highly transmissible in indoor settings; and
WHEREAS, the City of Buellton has a relatively compact City Council chambers that does not allow for social distancing and a return to solely in-person meetings may discourage public participation and expose those present to a risk of COVID-19 transmission.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Buellton that:

Section 1. State of Emergency and Social Distancing. Due to COVID-19, the State of California continues to be in a state of emergency and the County of Santa Barbara continues to impose and recommend measures requiring social distancing and other, which measures make holding solely in-person City Council and other legislative body meetings difficult due to the compactness of the City Council chambers, the inability to have sufficient public presence at the meetings due to social distancing, and the potential of transmission of COVID-19 at meetings.

Resolution No. 22-02 Page 2 February 22, 2022
Section 2. Compliance with Government Code Section 54953. The City Council and other legislative bodies will continue to offer teleconference meetings and provide access to the public in accordance with Government Code section 54953(e).

Section 3. Effective Date of Resolution. This Resolution shall take effect immediately upon its adoption and shall be effective until the earlier of (i) 30 days from the date of adoption of this Resolution, or (ii) such time the City Council adopts a subsequent resolution in accordance with Government Code section 54953(e)(3) to extend the time during which the legislative bodies of Buellton may continue to teleconference without compliance with paragraph (3) of subdivision (b) of section 54953.

PASSED, APPROVED and ADOPTED this 10th day of February, 2022.

_________________________________
Holly Sierra
Mayor
ATTEST:
__________________________________
Linda Reid
City Clerk

CITY OF BUELLTON
City Council Agenda Staff Report
City Manager Review: SW
Council Agenda Item No.: 4

To: The Honorable Mayor and City Council
From: Shannel Zamora, Finance Director
Meeting Date: February 10, 2022
Subject: Six-Month Report for Fiscal Year 2021-22 from the Buellton Visitors Bureau

BACKGROUND
Attachment 1 is the Six-Month Report from the Visitors Bureau for activities from July 1, 2021 through December 31, 2021, as required by the City’s contract with the Chamber of Commerce for operation of the Visitors Bureau. The Six-Month report will be posted on the City’s website.

RECOMMENDATION
That the City Council receives the Six-Month Report from the Buellton Visitors Bureau.

ATTACHMENTS
Attachment 1 – 2021-22 Buellton Visitors Bureau Six-Month Report

Buellton Visitors Bureau 6 month report (July 2021 – December 2022) The following report is of the activities that have occurred in the first 6 months of the fiscal year July 1, 2021 – December 31, 2022.

While we continue to navigate the new variants of this pandemic, we have still seen a significant amount of travel to our city and region. People are still looking for rural settings, outdoor adventure, and exploring new spaces. All of which Buellton can provide.

The Transient Occupancy Tax (TOT) for Buellton in the first six months is trending much higher than last year. We’re seeing increases from 10%-30% each month from this same period last year. As we’ve seen across the nation, people are feeling more comfortable about traveling now that they are vaccinated.

The Visitors Bureau continues to work with Solutions on 2nd who assists with our digital marketing strategy and implementation and works closely with Madden Media on the development and execution of our digital programs.

Solutions on 2nd continues to provide content for our social media accounts, produces blogs and creates content for our website. We continue to see an uptick in our following and we strive to get organic followers since they have a higher engagement rate. We have kept our audience interested and informed with our monthly newsletters which go out to those who have opted in from our site or at previous travel shows. We share stories, images, articles, and travel ideas with the readers so they may keep Buellton top of mind. The following is an overview of our Marketing & Advertising programs we’ve implemented for the first half of the year.

1. Currently at 55% of our annual goal for unique visitor traffic to DiscoverBuellton.com. a. The addition of the community event Buellton Fall Fest in November brought in more than double the typical organic traffic to the website for that month, due to the large amount of traffic from locals and Santa Barbara County residents. (According to top geo locations.)

2. Promotion of Buellton Travel & Businesses
a. After launching the Meet Us In Buellton podcast in Spring 2021, it continues to be a resource for promoting new and existing Buellton businesses to locals and guests alike.

The interview of new restaurant owners Richard and Aly from Aly’s Grill From Brazil premiered the week before their opening in September, and has been our top performing episode to date. https://audioboom.com/channels/5052733 b. Presentation Layers continue to be a successful way to bring visitors to the site through paid ads in the digital space, providing evergreen content that lives on the site and that

can be used over and over again. In addition to the early 2021 PLs on family and couple travel, we introduced a new format highlighting top dining and beverage experiences for visitors to explore. (https://discoverbuellton.com/Savor-the-Flavors/)

3. Promotion of Buellton Events
a. Buellton Wine & Chili Festival (September)
b. Santa Ynez Valley Scarecrow Fest (October)
c. Buellton Fall Fest (November)
d. Buellton Winter Fest & Poker Run (December)

4. Extracurriculars
a. Nominated Buellton for America’s Main Streets Contest - we were the only California city included in the preliminary 6 week voting period but didn’t make it to the semifinals.
b. Discover Buellton’s two-minute destination commercial earned a Gold 2021 Davey Award for Commercials in the General Travel/Tourism category.

Looking Ahead:

1. At the end of December, we launched a new co-op advertising campaign utilizing Pinterest to promote Buellton. Initial reports show promise for the platform, and we look forward to seeing if this is a new avenue we should pursue.

2. There are an incredible number of events on the schedule this year that will provide ample opportunities to attract visitors to Buellton businesses. So far they include:

SYV Restaurant Weeks - January 17-31
Buellton Wine & Chili Fest - March 20
Lagerville 2022 - April 9
Buellton Brew Fest - May 7
Vintage Trailer Bash - Third Weekend in September
Scarecrow Fest - October 1-31
Sunset presents Taste of the Santa Ynez Valley - November 3-6 Buellton Fall Fest - November 11-13
Buellton Winter Fest - December 4
360 View PR continues to be our public relations partner by reaching out and working with travel writers and pitching story ideas. With their help we’ve been able to:
 Secured over 20 stories, 14 of them were in national outlets including MSN, Thrillist, Yahoo, USA Today, and mention Buellton with some of their partners  A press trip we hosted in May of 2021 with Tanvi Chheda resulted in a Travel + Leisure feature on Santa Ynez Valley and included Buellton partners. The story came out came out in Dec 2021

 360viewPR put together a PR Lunch and Learn for partners to learn how PR works and how best to use it in their business
We are pleased to continue working with Madden Media, an industry leader when it comes to digital marketing. Madden Media assists with a variety of items which help with our digital footprint and keep Buellton at the top of people’s minds and online searches.

Here are some of the items we partner with Madden Media to produce for Discover Buellton.  Creative & Production
 Digital Storytelling (Story and Presentation Layer)
 Search Engine marketing
 Google Remarketing
 Google Prospecting
 Google Video Distribution
 Facebook Video Distribution
 Facebook / Instagram Ads
 Facebook / Instagram Remarketing
Income / Expenses
Income received from July – December was $210,000.00
Expenses incurred from July 1 – December 31 were $210,451.79 Print / Digital
With business and travel opening again, the print and digital space took off. We resumed some of our ongoing ads with a few publications and added a couple new spaces we’ve not done before. We’ve also tried some new digital platforms and co-ops with the Central Coast region.

Visit Santa Ynez Valley – We purchased a full-page ad in the Santa Ynez Valley Visitor Guide. We used a collage of images that showcase many of our hidden gems and attractions for our visitors to explore.

Also using a theme of road trips and exploring the unexplored.

Certified Folder Display Rack – We are working with Certified Folder on two items. First, we have contracted with them to place our Brochures in their rack displays throughout the Central Coast and over to Bakersfield. This will allow people visiting those places to pick up material on Buellton. Next, we are working with Certified Folder on the Central Coast Tourism Council (CCTC) Map. We’ve purchased a regional listing and a hidden gem photo on the map. This is the only piece produced by CCTC, so it is one we continue to be a part of for the exposure.

California 101 Travel Guide – We used this publication to promote our fall and winter events in Buellton.

This is distributed from LA to Paso Robles, so placing our events in this demographic draws people from across these regions.

Yosemite Journal – We purchased a ¼ page ad as a co-op with CCTC and used an outdoor vineyard image promoting the readers to escape the ordinary. This purchase comes with print, digital across various

platforms through National Parks & Yosemite Journal, and we receive leads from those wanting more information.

Good Housekeeping & Women’s Day in San Fernando – This publication was something new we tried this year. It is distributed in the San Fernando Valley which we see a fair share of visitors come from.

We again used a collage of images encouraging the readers to explore the unexplored. Since women do a great deal of research and trip planning, these publications reach that demographic.

Central Coast Tourism Council Digital Program – This is a new digital program that will run through the winter and into Spring and Summer. This is using various platforms such as Pinterest, Instagram, and Facebook. This campaign has already shown good results and will continue to generate exposure into the summer.

California Road Trips – This is a piece done by Visit CA, our state tourism arm. It identifies various road trips in California. Buellton participates with the Central Coast Tourism Council and their partners on a co-op piece within the guide. Being off Hwy 101, Buellton lends itself to road trippers and offers a plethora of services for the traveler.

Social Media / E Marketing
Meet us in Buellton Podcast – We started a podcast for Buellton! This has been an exciting element to bring to Buellton. We’ve been able to interview various people to talk about our local businesses, attractions, events, and the history of Buellton. We continue to promote the podcast and work on increasing our listeners. We work with Relic who assists with the production, editing, and distribution of the podcast. The episodes are under an hour each and provide a great way to learn more about Buellton and what there is to do.

Visit Widget – We continue to work with this company for our trip planning tool, which operates in harmony with our website. This also has an app that we promote and ask people to download so they may begin planning their next trip to Buellton. It also can work while guests are in market as it can map out itineraries that can be shared or printed. In addition to the app, we also have two kiosks in the Visitors Center that guests may use as well.

Facebook, Instagram, Twitter & Pinterest– We are using Solutions on 2nd to oversee and execute our social media strategy and implementation. These platforms allow us a way to communicate with our audience any time of the day in different ways. Instagram is more visual, and image driven whereas Facebook is more information driven to support an image we may share. We repurpose our Facebook posts to Twitter since this is a unique platform and most of our traffic can be found on Facebook and Instagram. We’ve also began using Pinterest and uploading images on various boards in this platform.

We’ve seen immediate success and the viewership is growing daily.

Web
Our web developer, Park Central Webs assists with our website development, hosting and maintenance of the site. Park Central is a local company who works closely with our team on troubleshooting and strategizing so our site reaches its fullest potential.

Graphic Design
UVA Design Studios continues to be our partner with graphic work whether it be for our print ads, billboard displays, web graphics, Winter Fest post cards and we worked with them on a photo shoot this year as well.

Trade Shows
In partnership with the Visit Santa Ynez Valley, we attended the IPW (International Travel Show) this year which was held in person. This is an appointment-based show and we met with various travel agents and tour operators from around the globe. Focusing on those countries that Visit CA also work with so we may continue to pull them into our region. This proves to be a good show allowing us to put Buellton on the map and share what we have to offer to the international traveler. Being in a rural region proved to be a great draw for our international partners. They continue to look for wide open spaces and outdoor exploration.

Economic Development
Billboard wrap – We continue to change out the billboard on McMurray Rd which welcomes our visitors to Buellton and showcases events taking place in Buellton. We change this sign out about 4 times a year.

REACH – We continue to have a seat at the table with this regional economic development coalition.

The goal is to drive action and economic planning across industry sectors, county lines and political aisles. They have made great strides this past year and we continue to work closely with them on their future goals.

California Centers Magazine – This publication is distributed to retailers, developers, and brokers. We placed a full-page ad showcasing 3 different available properties in Buellton, located on Hwy 246, McMurray Road, and Industrial Way. We have received interest from this ad and hope to find someone interested in these spaces.

Traffic Counts
Walk-ins - We’ve remained open with our normal business hours at the Visitors Center. Although we see less than normal foot traffic, we still do get visitors coming in for information, maps, wine tasting coupons, and general information. Once we open up to more international travel, we expect to see more visitors at the center.

Calls & Mailing – We have seen an uptick in the call volume with people wanting to know information about our businesses, their hours of operation, covid rules for our region, and general information that may impact their visit to our area. Mailings have also been much lower than we normally see, but with everything on the internet, our website, trip planning tool, much of the information can be found in this way and people are more conscious about how they receive their information.

Visitor Welcome Bags – The requests for welcome bags was low in the first half of the fiscal year.

However, we continue to welcome the Vintage Trailer Bash group to Flying Flags and they are appreciative of us doing so. As we continue to see larger events take place or groups starting to travel again, we hop to see the requests for welcome bags to go up as well.

Sponsorships & Donations
Solvang Classic Car Show - This car show took place in Solvang and although it went under another name this year, it was operated by the organizers of the Wheels-N-Windmills car show which brings room nights to Buellton as well.

Fall Fest – This inauguration event took place on the Avenue of Flags and was organized by EnFuego Events. Discover Buellton was the presenting sponsor which gave us a great deal of exposure in their advertising, website, and on location. This event proved to be a great draw bringing people from around the Central Coast. We hope to continue to support this event and have it a signature event for Buellton.

Events
Buellton Winter Fest – We were back to normal for the most part this year at the Buellton Winter Fest.

We brought back the snow, vendors, live performances, and tree lighting. We had a great turnout with no issues reported. This has become a signature event for Buellton as we continue to see it grow year over year.

Organizations & Meetings
Central Coast Tourism Council (CCTC) – The Buellton Visitors Bureau continues to be a member of the Central Coast Tourism Council. Kathy serves as the Treasurer on the Board of Directors and has a seat on the Rural Region Committee with Visit California. This organization represents the regions from Monterey/Santa Cruz area to Ventura/Oxnard and the Channel Islands. It is a considered a rural region of California and we work in collaboration with all the members to promote this region to a domestic and international market.

DMA West – This organization supports and provides resources for Destination Marketing Organizations across the west. They provide various helpful resources to us as a DMO and provide the means for us to collaborate and network with other DMO’s.

CCTC Workshop – The Central Coast Tourism Council hosted an in person workshop this year which allowed us to not only network, but also plan for next stages of marketing and what our goals are moving forward. This is a great group of tourism individuals who come together to market the Central Coast Region and bring awareness of the space between the gateway cities (SF and LA).

Conclusion
In conclusion, the Buellton Visitors Bureau continues to market Buellton as a destination. We’ve seen a significant amount of traffic in the whole valley as restrictions were lifted and people began to travel again.

We’ve renewed contracts with our partners, restarted various marketing campaigns and began to use new platforms to get our message out. We continue to work with the Central Coast Tourism Council, Visit the Santa Ynez Valley and the regional economic development coalition called REACH. All of these partnerships make it possible to share in a louder voice, reach new markets, and have a voice at the table.

We saw an uptick in our Transient Occupancy Tax month over month, which we estimate will continue along this path in the new year. Being located along the 101 and in a rural region on the Central Coast has many benefits and will allow us to remain an attractive destination.

We look forward to the second half of the year and continuing to tell our story and showcase the many things to do here in Buellton. We are excited to share the new location for SYV Horseback Riding and the development of the Children’s Museum along with the new trail at the SYV Botanic Garden.

The Buellton Visitors Bureau appreciates the opportunity to promote Buellton as a destination and work alongside the City of Buellton to enhance our community.

Respectfully Submitted,
Kathy Vreeland
Kathy Vreeland, Executive Director

CITY OF BUELLTON
City Council Agenda Staff Report
City Manager Review: SW
Council Agenda Item No.: 5

To: The Honorable Mayor and City Council
From: Scott Wolfe, City Manager
Meeting Date: February 10, 2022
Subject: Correction of Contract with Buellton Business
Association/Chamber of Commerce for Operation of a Visitors Bureau
______________________________________________________________________________

BACKGROUND
On June 24, 2021, the Third Amendment to the contract between the City and the Buellton Business Association/Chamber of Commerce (Chamber) for operation of the Visitors Bureau was approved, extending the agreement for another fiscal year. As with many aspects of City operations, the impacts associated with the pandemic impacted this agreement.

In this case, the health order restrictions associated with COVID-19 resulted in an inability for the Visitors Bureau to expend the entirety of the funds paid by the City for the prior year. Staff therefore proposed to allow the Visitors Bureau to retain the unexpended amount and to concurrently reduce the amount of the next year’s budget by the amount which had not been expended. This amount was estimated to be about $30,000. This resulted in a reduction in anticipated City expenditures for Visitors Bureau services for this fiscal year. However, upon completion of their accounting for the prior year, it was noted that unspent funds totaled only $23,171.70, leaving a gap in funding of $6,828.30.

Therefore, staff is recommending the adoption of the Fourth Amendment to the contract between the City and the Buellton Business Association/Chamber of Commerce authorizing the expenditure of $6,828.30 in addition to the $420,000 already authorized in the Third Amendment to the contract. This will bring the total amount of costs for the Visitors Bureau to the City Council’s target amount of $450,000.

Amendment of Visitors Bureau Contract Page 2 February 10, 2022

FISCAL IMPACT
The requested authorization would result in an expenditure of an additional $6,828.30 beyond the existing contract and the adjusted City Budget line item for the Visitors Bureau.

Therefore, a budget adjustment of $6,828.30 will be required as a part of an action to approve this contract amendment.

RECOMMENDATION
Staff recommends that the City Council approve the accompanying Fourth contract amendment.

ATTACHMENTS
Attachment 1 - Fourth Amendment to Service Contract between City of Buellton and Buellton Business Association/Chamber of Commerce for Operation of a Visitors Bureau

1 FOURTH AMENDMENT TO SERVICE CONTRACT
between

CITY OF BUELLTON
and

BUELLTON BUSINESS ASSOCIATION/CHAMBER OF COMMERCE FOR

OPERATION OF A VISITORS BUREAU
This FOURTH AMENDMENT TO SERVICE CONTRACT (the “Amendment”) is made and entered into this 10th day of February, 2022, by and between the City of Buellton, a Municipal corporation (“City”), and Buellton Business Association/Chamber of Commerce (“BBA/COC”).

1. RECITALS
A. On November 10, 2016, the City and BBA/COC entered into that Service Contract to provide Visitors Bureau services to the City from October 27, 2016, to June 30, 2020 (the “Contract”); and
B. In March 2020, the COVID-19 pandemic and related public health orders caused a substantial disruption in the Visitors Bureau services that continued from March through June 2021 and appears only recently to have begun to abate; and C. In June of 2021, the City Council amended the Contract to provide an additional year of service with a more limited scope of funding for Fiscal Year 2021-2022 in light of said disruption and to allow the City time to consider a Request for Proposal process to ensure services are provided at market rates.

D. The City and BBA/COC desire to amend the Contract to correct an underestimation of expenditures for the prior year and bring the compensation for the current year’s contract up to the $450,000 anticipated in the adopted FY 2021-22 City Budget.

2. AMENDMENT
In consideration of the mutual covenants and recitals contained in the Contract and this Amendment, which are incorporated herein, City and BBA/COC agree as follows:

1. Section 2.1 of the Contract is hereby amended to read in whole as follows:
“2.1 Term of this Contract. This CONTRACT shall become effective as of October 27, 2016, and shall be in effect until June 30, 2022.”

2. Section 3 of the Contract is hereby amended to read in part as follows:
“SECTION 3. CONSIDERATION TO BE PAID FOR SERVICES OF BBA/COC’S OPERATION OF BUREAU.

For Fiscal Year 2021-22 only, the City will provide a sum of $426,828.30 to the BBA/COC in monthly installments, in consideration of the fact that the BBA/COC did

2 not expend all of the funds advanced to it during Fiscal Year 2020-21 due to the COVID19 epidemic and related public health orders.” All other provisions of this Section remain as worded.

2. Except as expressly modified herein, all the terms referenced in this Amendment shall have the same meaning as the terms defined in the Contract.

3. Except as expressly modified by this Amendment, all terms and provisions of the Contract (as amended by subsequent Amendments) shall remain in full force and effect.

IN WITNESS WHEREOF, the City and BBA/COC have executed the Fourth Amendment as of the day and year first noted above.

Buellton Business Association/Chamber of Commerce
By:

Title:

By:

Title:

CITY OF BUELLTON
Scott Wolfe, City Manager
Approve as to Form
Gregory M. Murphy, City Attorney
Attest:

Linda Reid, City Clerk

CITY OF BUELLTON
City Council Agenda Staff Report
City Manager Review: SW
Council Agenda Item No.: 6
To: The Honorable Mayor and City Council
From: Rose Hess, Public Works Director
Meeting Date: February 10, 2022
Subject: Consideration of Agreement for the Operation of Zaca Creek Golf Course with Mike Brown
______________________________________________________________________________

BACKGROUND
At the December 9, 2021 City Council meeting, Council directed staff to update the Agreement with Mike Brown for the operation of the Zaca Creek Golf Course. Key points to the Agreement include the following:
 Term – Term shall be for 5 years with two 5- year extensions available at Council’s discretion.
 Base Fees – the base fee shall remain at $1,250/month, subject to modification or renegotiation after 2 years.
 Green Fees – if proposed increase to green fees exceed 8% in a given year, the request to increase shall be brought to the City Council for approval.  City Events – a maximum of 4 City events/year shall remain in the lease. If there are any damages or costs incurred to the Zaca Creek Golf Course or its operations, the City shall reimburse.

The updated Agreement has been provided as Attachment 1.

FISCAL IMPACT
The approval and discussion is regarding the golf course lease agreement and operational terms. Since there are no changes to the base fee of the lease agreement and general terms remain the same, there are no new Fiscal Impacts anticipated.

RECOMMENDATION
That the City Council approve the proposed Agreement for the Zaca Creek Golf Course and authorize the City Manager to execute the Agreement.

ATTACHMENTS
Attachment 1– Proposed Agreement

ZACA CREEK GOLF COURSE LICENSE AGREEMENT

AND OPERATION AND MANAGEMENT AGREEMENT
by and between

CITY OF BUELLTON
A California Municipal Corporation
(“City”)
and

MIKE BROWN
A Sole Proprietor
(“Licensee”)

TABLE OF CONTENTS
ARTICLE 1. BUILDING AND PROPERTY......................................................................................................... 8

1.1 Condition of Building and Site....................................................................................................... 8

1.2. Agreement of Site .......................................................................... Error! Bookmark not defined.

ARTICLE 2. TERM .......................................................................................................................................... 8

2.1. Term. ............................................................................................................................................. 8

2.2. Commencement Date ................................................................................................................... 8

2.3. Expiration Date ............................................................................................................................. 8

2.4. Extension of Term ......................................................................................................................... 8 ARTICLE 3. RENT ........................................................................................................................................... 9

3.1. Rent ............................................................................................................................................... 9

3.2. Manner of Payment ...................................................................................................................... 9

3.3. Application of Payments ............................................................................................................... 9 ARTICLE 4. TAXES AND ASSESSMENTS......................................................................................................... 9

4.1. Personal Property Taxes ............................................................................................................... 9

4.2. Statement Regarding Possessory Interest Taxes ........................................................................10

4.3. Taxes ...........................................................................................................................................10

4.4. Licensee's Tax Liability Prorated ................................................................................................. 10

4.5. Tax Contest ................................................................................................................................. 10 ARTICLE 5. USE, CHARACTER, OPERATION AND MAINTENANCE COVENANTS........................................10

5.1. General ........................................................................................................................................10

5.2. Operating Covenant ....................................................................................................................11

5.3. General Use Prohibitions ............................................................................................................11

5.4. Non-Discrimination .....................................................................................................................12

5.5. Rules ............................................................................................................................................12

5.6. General Standards of Maintenance ............................................................................................13

5.7. Licensee's Reports to City ........................................................................................................... 13

5.8. Books ...........................................................................................................................................13

5.9. Construction of Improvements ...................................................................................................13

5.10. Timely Completion ..................................................................................................................13

5.11. Protection of City ....................................................................................................................13

5.12. Liens and Stop Notices ............................................................................................................14

ARTICLE 6. PREVAILING WAGES.................................................................................................................14 ARTICLE 7. OWNERSHIP OF IMPROVEMENTS AND PERSONAL PROPERTY..............................................15

7.1. Ownership of Improvements During Term .................................................................................15

7.2. Ownership upon Termination or Expiration ...............................................................................15

7.3. Removal and Ownership of Personal Property at Termination or Expiration ............................15 ARTICLE 8. SERVICES...................................................................................................................................16

8.1. Services .......................................................................................................................................16

8.2. Water Services ............................................................................................................................16

8.3. Utility Easements ........................................................................................................................16 ARTICLE 9. INSURANCE...............................................................................................................................16

9.1 Insurance Provided .....................................................................................................................16

9.2. Licensee .......................................................................................................................................16

9.3. General ........................................................................................................................................17 ARTICLE 10. INDEMNITY; LIABILITY EXEMPTION.......................................................................................18

10.1. Indemnity ................................................................................................................................18

10.2. Not A Construction Contract ...................................................................................................19

10.3. Exemption of City from Liability .....................................................................................................19 ARTICLE 11. ENVIRONMENTAL MATTERS..................................................................................................20

11.1. Environmental Compliance .....................................................................................................20

11.2. Licensee's Indemnification ......................................................................................................21 ARTICLE 12. DAMAGE OR DESTRUCTION ..................................................................................................21

12.1. Restoration. .............................................................................................................................21

12.2. Procedures for Repair and Restoration ..................................................................................22 ARTICLE 13. CONDEMNATION ...................................................................................................................22

13.1. Definitions ...............................................................................................................................22

13.2. Parties' Rights and Obligations to be Governed by Agreement. ............................................23

13.3. Total Condemnation ...............................................................................................................23

13.4. Effect of Partial Condemnation ...............................................................................................23

13.5. Restoration of Improvements ................................................................................................. 23

13.6. Award .............................................................................................................................................23 ARTICLE 14. ASSIGNMENT AND SUBLETTING............................................................................................24

14.1. City's Consent ..........................................................................................................................24 ARTICLE 15. LICENSEE DEFAULTS AND CITY'S REMEDIES..........................................................................24

15.1. Defaults by Licensee ...............................................................................................................24

15.2. Remedies ........................................................................................................................................25

15.3. Damages ..................................................................................................................................25

15.4. Cumulative. .............................................................................................................................26 ARTICLE 16. MISCELLANEOUS ....................................................................................................................26

16.1. Holding Over ...........................................................................................................................26

16.2. Attorneys' Fees .......................................................................................................................26

16.3. Quiet Possession .....................................................................................................................26

16.4. Force Majeure .........................................................................................................................26

16.5. Notices ....................................................................................................................................27

16.6. Waiver .....................................................................................................................................27

16.7. Surrender ................................................................................................................................27

16.8. Binding on Successors and Assigns .........................................................................................27

16.9. City's Right to Enter Building and the Site ..............................................................................28

16.10. Disclaimer of Partnership ........................................................................................................28

16.11. No Recordation .......................................................................................................................28

16.12. Quitclaim ................................................................................................................................. 28

16.13. Interpretation ..........................................................................................................................28

16.14. Severability ..............................................................................................................................29

16.15. Legal Advice ............................................................................................................................29

16.16. Time of Essence .......................................................................................................................29

16.17. Nonliability ..............................................................................................................................29

16.18. Applicable Law ........................................................................................................................29

16.19. Covenants and Conditions ......................................................................................................29

16.20. Integration ..............................................................................................................................29

16.21. Amendments to this Agreement.............................................................................................30

16.22. Compliance with Laws.............................................................................................................30

16.23. Commission .............................................................................................................................30

16.24. Relocation Waiver ........................................................................................................................30

16.25. Counterparts ...........................................................................................................................31

LIST OF EXHIBITS
EXHIBIT A Property Legal Description
EXHIBIT B Golf Course Improvements Operations Specifications EXHIBIT C Golf Course Operations Specifications
EXHIBIT D Golf Course Maintenance Specification

AGREEMENT SUMMARY

1. City: CITY OF BUELLTON, a California Municipal Corporation 107 West Highway 246
P. O. Box 1819
BUELLTON, CA 93427
Attn: City Manager
Email: [email protected]
Telephone: (805) 688-5177

2. Licensee: Mike Brown, Sole Proprietor
Email: [email protected]
Telephone: 805-720-4080

3. Effective Date: March 1, 2022

4. Site: That certain real property legally described in and active golf course limits as depicted on Exhibit A, commonly known and referred to as Zaca Creek Golf Course, 223 Shadow Mountain Drive, in the City of Buellton, County of Santa Barbara, State of California, Assessor's Parcel Number 099-690-034.

5. Permitted Use: Operation of a 9-hole golf course, driving range, putting green, Pro shop, as well as limited ancillary uses.

6. Term: Five (5) years, commencing on the Effective Date of the Agreement as set forth in Article 2 with two 5-year extensions available at the discretion of City Council.

7. Base Fees: As set forth in Article 3, $1,250 per month commencing March 1, 2022. Subject to modification/renegotiation after 2 years.

The Agreement Summary set forth above, the Recitals below, and all exhibits attached hereto are incorporated into and made a part of the following Agreement. If there is any conflict between the Basic Information and terms of the Agreement, the terms of the Agreement shall control.

CITY'S INITIALS_____ LICENSEE'S INITIALS_____

ZACA CREEK GOLF COURSE LICENSE AGREEMENT AND

OPERATION AND MANAGEMENT AGREEMENT
This Zaca Creek Golf Course License Agreement and Operation and Management Agreement ("Agreement") is made and entered into February 10, 2022 ("Effective Date"), by and between the CITY OF BUELLTON, a California Municipal corporation ("City" or City"), and Mike Brown, a sole proprietor ("Licensee").

I. RECITALS
A. City owns that certain parcel of land located at 223 Shadow Mountain Drive, in the City of Buellton, County of Santa Barbara, State of California, Assessor's Parcel Number 099-690- 034, as legally described in Exhibit "A" attached hereto and incorporated herein by reference (the "Zaca Creek" or "Site").

B. City desires to enter into a license agreement and facilitate the operation and maintenance of Zaca Creek within the areas as delineated in the aerial photo in Exhibit “A” as a recreational amenity for residents of Buellton (the "Project"); C. The Buellton City Council has determined that it is in the best interests of the City, and for the common benefit of the citizens residing in the City, to allow for the Project by entering into a License Agreement and Operation and Management Agreement for Zaca Creek with the Licensee.

D. Licensee wish to enter this Agreement as the most expeditious means for City to satisfy its desire to operate and maintain Zaca Creek as a recreational opportunity for the residents of Buellton and visitors to the Santa Ynez Valley.

E. This Agreement sets forth the terms and conditions under which the Zaca Creek will be licensed to Licensee, and imposes certain requirements on the improvement, operation, and maintenance of Zaca Creek.

II. AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, City and Licensee hereby agree as follows.

ARTICLE 1. BUILDING AND PROPERTY

1.1 Condition of Building and Site.

1.1.1. AS IS. Licensee has entered into this license agreement with City for Zaca Creek, its grounds, buildings, and other improvements in its current, existing, "AS IS" condition with no warranty express or implied by City regarding the presence of Hazardous Materials or the condition of the soil, its geology, the presence of known or unknown seismic faults, or the suitability of the Site for the Improvements. Licensee is familiar with the physical, environmental, and legal condition thereof, and has had the opportunity to inspect and reinspect the same (as applicable) before execution of this Agreement.

1.1.2. Release. Licensee hereby fully waives, releases, remises, acquits and forever discharges City and its officers, officials, agents, attorneys, representatives, employees, volunteers, independent Licensees, invitees, customers, licensees, assignees and subcontractors, of and from any from all and any manner of damages, costs, expenses (including attorneys' fees and costs), compensation, rights, demands, liabilities, obligations, claims, fines, penalties, orders actions, or causes of actions, in law or equity, of whatever kind or nature, whether known or unknown, whether now existing or hereinafter arising (collectively, "Claims"), which arise from or relate in any manner to the (i) Site, (ii) the physical and environmental conditions, including the presence of Hazardous Materials (as defined in Section 12.1) of the Building, the Site (including subsurface conditions), any portion thereof, or any improvements thereon; and (iii) any Law applicable thereto. By releasing and forever discharging claims both known and unknown which are related to or which arise under or in connection with the items set 2 out above, the Licensee expressly waives any rights under California Civil Code section 1542, which provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."
ARTICLE 2. TERM

2.1. Term. The "Term" of this Agreement shall be five (5) years.

2.2. Commencement Date. The Term shall commence on the Effective Date.

2.3. Expiration Date. The Term shall expire on that date which is one (1) day before the fifth (5) anniversary of the Effective Date ("Expiration Date").

2.4. Extension of Term. City and Licensee may agree, at their respective sole discretion, to extend the Term of this Agreement for two (2) additional periods of five (5) years ("each an Extended Term"). The first extension shall commence, if at all, upon the expiration of

the initial five (5) year Term ("Initial Term") and end five (5) years later ("First Extended Term"). The second extension shall commence, if at all, upon expiration of the First Extended Term and end five (5) years later ("Second Extended Term"). If the First Extended Term does not commence, the second option to extend shall automatically terminate. In no event shall any extension commence if Licensee is in default under this Agreement. Any reference to Term in this Agreement shall include the Extended Term as long as City and Licensee have agreed to an Extended Term.

2.4.1. Request for Extension. Licensee shall request an Extended Term by giving written notice to City no more than 12 months and no fewer than 6 months prior to the expiration of the Term.

2.4.2. Conditions of Extended Term. Each Extended Term shall be upon all the terms and conditions of this Agreement, as may be modified by City and Licensee.

ARTICLE 3. FEES

3.1. Fees. The term "Fees" means the amounts identified in Basic Information Section 7 ("Base Fees"). Licensee's obligation to pay Fees under this Agreement shall survive the Term to the extent any part of such obligation has not been fulfilled during the Term.

3.2. Manner of Payment. All Fees under this Agreement shall commence as of the Commencement Date. Licensee shall pay to City, at City's address designated in the Basic Information Section 1, or at such other address as City may from time to time designate in writing to Licensee for the payment of Fees, the Base Fees designated in Basic Information Section 7, without notice, demand, offset or deduction, in advance, on the first day of each month of the Term.

3.3. Application of Payments. All payments received by City from Licensee shall be applied to the oldest obligation owed by Licensee to City. No designation by Licensee, either in a separate writing, on a check or money order, or otherwise shall modify this Article 3 or have any force or effect.

ARTICLE 4. TAXES AND ASSESSMENTS

4.1. Personal Property Taxes. Licensee shall pay before delinquency all taxes, assessments, license fees and other charges levied and assessed against Licensee or City with respect to any Personal Property (defined in Section 7.3) ("Personal Property Taxes") which may become payable during the Term or are attributable to Licensee's use or occupancy of the Site. On demand by City, Licensee shall furnish City with satisfactory evidence of these payments. Notwithstanding the foregoing, Licensee shall have the right to contest the imposition or collection of any such Personal Property Taxes which Licensee reasonably believes was improperly assessed or calculated.

4.2. Statement Regarding Possessory Interest Taxes. This Agreement creates a possessory property interest in Licensee. Licensee acknowledges and agrees that Licensee's property interests may be subject to property taxation, and Licensee to the payment of property taxes levied on the interest. Such taxes are referred to herein as "Possessory Interest Taxes," and shall be paid by City during the term of this Agreement.

4.3. Taxes. Excepting any Possessory Interest Taxes as set forth in section 4.2, Licensee shall pay all before delinquency taxes, impositions, general or special assessment, surcharge, fee, levy, penalty, bond, or similar charge is levied on any business conducted on the Site or any portion thereof) general and special taxes including gross receipts tax, excise tax levied by any Taxing Authority (defined below) including with respect to City's receipt of Fees or ownership, management or operation of the Site (collectively, "Taxes"), now or in the future levied and assessed against the Site, or any improvements, any portion thereof, or any improvements thereon by any authority having the power to tax, including any federal, state or county government or any political subdivision thereof ("Taxing Authority"). In the event any Personal Property Taxes, and other Taxes, as described in this Article 4 or any other costs to be borne by or due from Licensee are not assessed or charged against the Site separately from other City-owned property, City shall reasonably allocate such on a pro-rata basis.

4.4. Licensee's Tax Liability Prorated. Licensee's liability to pay any Taxes and new assessments shall be prorated based on a 365-day year to account for any fractional portion of a fiscal tax year included in the Term at its inception and expiration or other termination in accordance with this Agreement.

4.5. Tax Contest. Licensee shall not seek a reduction in the assessed valuation of the Site or contest any Taxes that are to be paid by Licensee without City's prior written consent. If City consents and Licensee seeks a reduction or contests the Taxes, Licensee shall remain obligated to pay all Taxes prior to delinquency. City shall not be required to join in any proceeding or contest brought by Licensee.

ARTICLE 5. USE, CHARACTER, OPERATION AND MAINTENANCE

COVENANTS

5.1. General. Licensee covenants and agrees on behalf of itself and its successors and assigns that Licensee shall use and continuously operate a 9-hole golf course, driving range, putting green, pro shop, as well as limited ancillary uses, as further set forth and specified in Exhibit C. ("Permitted Use"). Licensee shall not commit waste in the Site, any portion thereof, or any improvements thereon. Licensee's failure to continuously operate Zaca Creek, pursuant to the Permitted Use, or failure to comply with other provisions of this Article 5, shall constitute a material default under this Agreement.

5.1.1. Licensee’s Responsibilities. While performing this Agreement, Licensee will use the appropriate generally accepted professional standards of practice existing at time of performance utilized by persons engaged in providing similar services. In addition, Licensee will conduct itself at all times and in all matters in accordance with the standards accepted for golf professionals and established by the P.G.A. Licensee shall cooperate with City if City opts to monitor Licensee’s services. City will notify Licensee of any deficiencies and Licensee will have fifteen (15) days after such notification to cure any shortcomings to City’s satisfaction. Costs associated with curing the deficiencies will be borne by Licensee. Licensee's responsibilities and authority are specified in Exhibit C.

Should Licensee find that there is a need for any deviations under the requirements of Exhibit C, they must request prior authorization from the City.

5.1.2 City Events. Licensee agrees the City will be allowed the free use of the Site, including and any of the improvements and facilities, for City sponsored events four (4) times per year. City will coordinate with Licensee at least thirty (30) prior to an event and Licensee will be responsible to adjust golfing operations as necessary. City shall be responsible for any repairs or damages if any arises.

5.1.3. Community Trail. Licensee acknowledges that the City may install, at its own cost and expense, a community trail on the southwest edge of the Site. Licensee will work with City regarding trail design so to minimize conflicts between golf uses and public trail use.

5.2. Operating Covenant. Licensee acknowledges that continuous operation of Zaca Creek is necessary for the use of the Site as an ideal location for golf recreational uses and that Licensee's failure to open or remain open will be detrimental to both the image and the economics of the Site, and this Agreement.

5.2.1. Licensee shall keep Zaca Creek open to the public seven (7) days per week, except as specified in Exhibit C.

5.2.2. For each day of operation, Zaca Creek must be open to the public during the daylight hours each day.

5.3. General Use Prohibitions. Licensee covenants and agrees that in connection with the use and operation of the Site, and any portion thereof, Licensee will not:

5.3.1. Use or permit the use of any reasonably objectionable advertising medium including any loudspeakers, phonographs, public address systems, sound amplifiers, radio, or broadcast within the Site in such manner that any sounds reproduced, transmitted, or produced shall be directed primarily beyond the Site (provided, however, that nothing herein shall be deemed to prohibit the installation and use of a public address system for golf events or security purposes; or

5.3.2. Permit undue accumulations of garbage, trash, rubbish, or any other refuse; or

5.3.3. Create, cause, maintain or permit any nuisance (as the same may be defined by applicable Law) in, on or about the Site; or

5.3.4. Commit or suffer to be committed any waste in, on or about the Site; or

5.3.5. Use or allow the Site to be used for any unlawful purpose; or

5.3.6. Do or permit to be done anything which in any way unreasonably disturbs the occupants of neighboring property; or

5.3.7. Cause or permit any insurance coverage on the improvements or Site to become void or voidable or make it impossible to obtain any required insurance at commercially reasonable rates; or

5.3.8. Intentionally cause or knowingly permit any material structural damage to or deterioration of the Site, or improvements or any portion thereof, or to any adjacent public or private property or improvements; or

5.3.9. Violate any law, ordinance, or regulation (including the BUELLTON Municipal Code) applicable to the Site; or,

5.3.10. Any activities not appropriate to a first-class golf course; or,

5.3.11. Activities prohibited by any permits and approvals issued by the City of BUELLTON; or,

5.3.12. Activities that are or would be in violation of any applicable use restrictions imposed upon City by any other agreement to which City is a party.

5.4. Non-Discrimination. Licensee shall not discriminate in its recruiting, hiring, promotion, demotion or termination practices on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, or sexual orientation in the performance of this Agreement and shall comply with the provisions of the California Fair Employment and Housing Act as set forth in Part

2.8 of Division 3, Title 2 of the California Government Code; the Federal Civil Rights Act of 1964, as set forth in Public Law 88-352, and all amendments thereto; Executive Order 11246; and all administrative rules and regulations issued pursuant to such acts and order.

5.5. Rules. City reserves the right at any time to impose reasonable rules and regulations as, in City's judgment, may from time to time be necessary for the operation, management,

safety, care and cleanliness of the Site, any portion thereof, or any improvements thereon, for the preservation of good order therein, or for the convenience of other occupants and Licensees of the Site, if any. Licensee shall abide by any additional rules or regulations which are ordered or requested by any governmental or military authority.

Licensee shall cooperate with City to affect the intent of this Section 5.5. City shall not be responsible to Licensee or to any other person for the non-observance, non-compliance, or violation of the foregoing by Licensee by any other Licensee, occupant, or other persons, or City's failure to enforce, any of the foregoing, or any other terms or provisions of any other Licensee's or occupant's Agreement.

5.6. General Standards of Maintenance. Licensee covenants and agrees that it shall maintain, or cause to be maintained, the Site, all portions thereof and all improvements thereon in accordance with the standards contained in Exhibit D. Should Licensee find that there is a need for any deviations under the requirements of Exhibit D, they must request prior authorization from the City.

5.7. Licensee's Reports to City. Licensee shall provide City with written reports summarizing Licensee's activities under the Agreement. The written report shall be submitted annually.

5.8. Books. Records and Accounts. Licensee shall keep and maintain complete and accurate books, records and accounts related to the operation of Zaca Creek and shall undertake a yearly audit by an independent accounting firm for presentation to City. City may request an inspection of such books and records provided City submits the request no less than twenty-one (21) days in advance to Licensee. Any inspection may take place during normal business hours.

5.9. [Intentionally Omitted]

5.10. [Intentionally Omitted]

5.11. Protection of City. Nothing in this Agreement shall be construed as constituting the consent of City, expressed or implied, to the performance of any labor or the furnishing of any materials in connection with any construction by any Licensee, subcontractor, laborer or materialman, nor as giving Licensee or any other person any right, power or authority to act as agent of, or to contract for or permit the rendering of any services, or the furnishing of any materials, in such manner as would give rise to the filing of mechanics' liens or other claims against the Site, the Building, the Improvements, any portion thereof, or any improvements thereon. City shall have the right at all reasonable times to post, and keep posted, on the Site, the Improvements, any portion thereof, or any improvements thereon, any notices which
City may reasonably deem necessary for the protection of City and of such property and improvements from mechanics' liens or other claims. Licensee shall give City 10 days' prior written notice of the commencement of any construction to be done to enable City

to post such notices. In addition, City may in its reasonable discretion require Licensee to furnish to City at Licensee's expense reasonable improvement security, including completion and labor and materials bonds, prior to commencement of any such construction. Licensee shall make, or cause to be made, prompt payment of all monies due and legally owing to all persons doing any construction or furnishing any materials or supplies to Licensee or any of its Licensees or subcontractor in connection therewith.

5.12. Liens and Stop Notices. Licensee shall keep the Site, the Improvements, any portion thereof, and any improvements thereon, free, and clear of all stop notices, mechanics' liens, and other liens on account of any construction performed by or on behalf of Licensee or persons claiming under Licensee. Licensee agrees to and shall indemnify and save City harmless against all liability, loss, damages, costs, attorneys' fees, and all other expenses on account of claims of lien of laborers or materialmen or others for construction performed by or on behalf of Licensee or materials or supplies furnished to Licensee or persons claiming under Licensee. If a claim of a lien or stop notice is given or recorded affecting the Site, the Improvements, any portion thereof, or any improvements thereon, Licensee shall within thirty (30) days of such recording or service: (a) pay and discharge the same; (b) effect the release thereof by recording and delivering to City a surety bond described in California Civil Code Section 3143, or successor statute in sufficient form and amount which results in the removal of such lien from the Building, the Site, the Improvements, all portions thereof, and all improvements thereon; or (c) otherwise obtain or effect the release thereof. Should any claims of lien be filed against the Building, the Site, the Improvements, any portion thereof, or any improvements thereon, or any action be commenced affecting the title to such property, the party receiving notice of such lien or action shall forthwith give the other party written notice thereof.

ARTICLE 6. PREVAILING WAGE
Licensee acknowledges and agrees that any construction, repairs, maintenance, or alterations made by or on behalf of Licensee to the Site, Improvements, any portion thereof, or any improvements thereon ("Improvement Work"), whether paid for in whole or part by City or which are considered to have been paid for in whole or part by City (e.g. which become City's property upon the expiration or other termination of this Agreement), will constitute "construction, alteration , demolition, installation, or repair work done under contract and paid for in whole or in part out of public funds .... " California Labor Code Section 1720. Accordingly, Licensee shall comply with applicable prevailing wage policies as set forth in the City of BUELLTON Municipal Code, applicable California Labor Code requirements pertaining to "public works" (California Labor Code Section 1720 et seq., as amended from time to time and implementing regulations), the Davis-Bacon Act (sec. 1-7, 46 Stat. 1949, as amended; Pub. L. 74-403, 40 U.S.C. 276a-276a-7, as amended from time to time and implementing regulations), and other applicable Laws addressing the payment of prevailing wages in connection with any Improvement Work (collectively, "Prevailing Wage Laws"). Licensee shall require the general contractor for any Improvement Work to submit, upon request by City, certified copies of payroll records to City

and to maintain and make records available to City and its designees for inspection and copying to ensure compliance with Prevailing Wage Laws. Licensee shall also include in its general contractor agreement, and in all of its subcontractor agreements and other contracts, a provision in a form acceptable to City which obligates the general contractor and others as applicable, (a) to comply with, and to require that their respective subcontractors comply with, Prevailing Wage Laws, and (b) upon request by City to submit certified copies of payroll records to City and to maintain and make such payroll records available to City and its designees for inspection and copying during regular business hours at the Site or at another location within the City of BUELLTON. Licensee shall defend, indemnify, and hold harmless City and its officers, officials, employees, volunteers, agents, and representatives (collectively, 9 "Indemnitees") from and against all Claims arising out of or in any way connected with Licensee's obligation to comply with all Laws with respect to any Improvement Work and/or Prevailing Wage Laws, including all Claims that may be made by contractors, subcontractors, or other third-party claimants pursuant to Labor Code Section 1726. Licensee hereby waives, releases and discharges forever the Indemnitees from all present and future Claims arising out of or in any way connected with Licensee's obligation to comply with all Laws with respect to the Improvement Work and Prevailing Wage Laws.

ARTICLE 7. OWNERSHIP OF IMPROVEMENTS AND PERSONAL

PROPERTY

7.1. Ownership of Improvements During Term. The Site, Improvements, or any part thereof, shall, during the Term, be and remain the property of City; provided, however, Licensee's rights and powers with respect to the Improvements shall be and shall remain subject to the terms and limitations of this Agreement. Licensee hereby agrees not to market, sell, promise to sell, or otherwise enter a contract to sell, the Site or the Improvements. Licensee further agrees not to encumber, promise to encumber, or otherwise enter a contract to encumber, the Site or the Improvements in any manner that would impair City's rights, in, to, or ownership thereof as contemplated under Section 7.2.

7.2. Ownership upon Termination or Expiration. Upon the expiration or other termination of this Agreement for any reason, or upon foreclosure of Licensee's License (including transfer of Licensee's License via any instrument of assignment or transfer in lieu of the foreclosure), the Improvements, and all other improvements on the Site, shall, without compensation to Licensee, become City's property (broom clean and in good condition and repair, reasonable wear and tear excepted) free and clear of all claims to or against them by Licensee or any third person.

7.3. Removal and Ownership of Personal Property at Termination or Expiration. "Personal Property" means personal property owned or used by Licensee or any of Licensee's Parties on or about the Site, any portion thereof, or any improvements thereon, together with any Trade Fixtures. "Licensee's Parties" means, individually and

collectively, Licensee's officers, officials, agents, representatives, employees, volunteers, independent contractors, invitees, customers, licensees, assignees, and subcontractors.

7.3.1 During Term. Any Personal Property that may be removed without damage to the structural integrity of the Site or the Improvements may be removed by Licensee from time to time during the Term. Licensee shall repair all damage caused by any such removal.

ARTICLE 8. SERVICES

8.1. Services. Licensee's sole cost and expense,shall be responsible and directly contract and pay for any and all utilities and services required or desired by Licensee in connection with its use or occupancy of the Site, or any portion thereof, or any other improvements, including telephone, computers and cable lines, wiring, materials, security, heat, air conditioning, gas, sewer, electricity, refuse, sewage, garbage, pest control services, and any other utilities, materials, or services supplied to or serving the Site, or any portion thereof, or any other improvements now or in the future located thereon (including any construction), together with any repair, installation, maintenance thereof, and infrastructure therefor to the extent located on the Site ("Services"), Licensee shall hold City harmless from and against any and all demands, liability, claims, actions and damages to any person or property, costs and expenses, including reasonable attorneys' fees, arising out of or connected with the provision and payment of the Services supplied to or serving the Site, any portion thereof, or any improvements thereon, Licensee, at its expense, shall comply with federal, state, or local governmental controls, rules, regulations, or restrictions on the use or consumption of Services during the Term.

8.2. Water Services. Notwithstanding Section 8.11, above, City shall, at its sole cost and expense, provide all water service to the Site during the term of the Agreement.

8.3. Utility Easements. Licensee shall permit any authorized public agency or public utility company, with the approval of City, and/or shall grant to City such easements over Licensee's interest in the Site, any portion thereof, or any improvements thereon, as applicable, as are required for the installation, existence, maintenance, and operation of Services.

ARTICLE 9. INSURANCE

9.1 Insurance Provided. Following the Effective Date, Licensee shall provide the following forms and amounts of insurance, such insurance shall be primary to and not contributing with any other insurance, self-insurance or joint self-insurance maintained by City and shall name the City as an additional insured.

9.2.

9.2.1 Commercial General Liability Insurance. A policy of commercial general liability insurance (occurrence form) having a combined single limit of no less than Two Million Dollars ($2,000,000) per occurrence and Two Million Dollars ($2,000,000) annual aggregate, providing coverage for, among other things, blanket contractual liability (including Licensee's indemnification obligations under this Agreement), premises liability, products and completed operations liability, owner's protective coverage, broad form property damage, and bodily injury (including wrongful death) and advertising injury coverage. If necessary, Licensee shall provide for restoration of the aggregate limit.

9.2.2. Workers’ Compensation and Employer’s Liability Insurance. Workers' compensation insurance, if required by Law, which complies with all applicable state statutes and regulatory requirements, and employer's liability insurance coverage in statutory amounts.

9.2.3. Site Insurance. "All risk" property insurance including fire and extended coverage, sprinkler leakage, vandalism and malicious mischief coverage, covering damage to or loss to the Site, any portion thereof, or any improvements thereon (together with, if the property of Licensee's Parties is to be kept in the or about the foregoing, warehouser's legal liability or bailee customers insurance property belonging to Licensee's Parties and located in or about the foregoing), in an amount not less than the full replacement cost thereof. If there is a dispute as to the amount which comprises full replacement cost, the decision of City or the mortgagees of City shall be presumptive.

9.2.4. (Purposely Omitted).

9.2.5. Automobile Liability Insurance. Licensee shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Licensee arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, nonowned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.

9.2.6. Other Insurance. Any other form or forms of insurance as City or the mortgagees of City may reasonably require from time to time, in form, amounts and for insurance risks against which a prudent Licensee would protect itself, but only to the extent such risks and amounts are available in the insurance market at commercially reasonable costs.

9.3. General.

9.3.1. Insurance Companies. Licensee's Insurance shall be written by companies licensed to do business in California and having a "General Policyholders Rating" of at least A-VII (or such higher rating as may be required by a lender) as set forth in the most current issue of "Best's Insurance Guide."

9.3.2. Certificates of Insurance. Licensee shall deliver to City certificates of insurance for Licensee's Insurance, in the form of the ACORD standard certificate of insurance, prior to the Commencement Date. Licensee shall, at least thirty (30) days prior to expiration of the policy, furnish City with certificates of renewal or "binders" thereof. Each certificate shall expressly provide that such policies shall not be cancelable or otherwise subject to modification except after thirty (30) days' prior written notice to the parties named as additional insureds as required in this Agreement. If Licensee fails to maintain any insurance required in this Agreement, Licensee shall be liable for all losses and costs resulting from said failure.

9.3.3. Additional Insureds. City, its elected officials, officers, employees, volunteers, lenders, agents, representatives, contractors and each of their successors and assigns shall be named as additional insureds on the commercial general liability policy required by this Agreement. An additional insured endorsement naming such parties as additional insured(s) shall be attached to the certificate of insurance.

9.3.4. Primary Coverage. Licensee's Insurance shall be primary, without right of contribution from any City's Insurance.

9.3.5. Umbrella/Excess Insurance. Any umbrella liability policy or excess liability policy shall provide that if the underlying aggregate is exhausted, the excess coverage will drop down as primary insurance. The limits of Licensee's Insurance shall not limit Licensee's liability under this Agreement.

9.3.6. Waiver of Subrogation. Licensee waives any right to recover against City for claims for damages to Licensee's Personal Property to the extent covered (or required by this Agreement to be covered) by Licensee's Insurance. This provision is intended to waive fully, and for the benefit of City, any rights and/or claims which might give rise to a right of subrogation in favor of any insurance carrier. The coverage obtained by Licensee pursuant to this Agreement shall include a waiver of subrogation endorsement attached to the certificate of insurance.

9.3.7. Notification of Incidents. Licensee shall notify City within twenty-four (24) hours after the occurrence of any accident or incident on or about the Building, the Improvements, the Site, any portion thereof, or any improvements thereon which could give rise to a claim against City, City's Insurance, Licensee, or Licensee's Insurance, except that Licensee shall not be obligated to give City notice of any accident or incident which could give rise to a claim under Licensee's workers' compensation insurance. Licensee's notice shall be accompanied by a copy of any report(s) relating to the accident or incident.

ARTICLE 10. INDEMNITY; LIABILITY EXEMPTION

10.1. Indemnity. Except to the extent claims are caused by City's sole negligence or willful misconduct, Licensee shall indemnify, protect, defend, and hold harmless City and its

elected officials, officers, employees, volunteers, lenders, agents, representatives, Licensees and each of their successors and assigns from and against any and all claims, judgments, causes of action, damages, penalties, costs, liabilities, and expenses, including all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon, arising at any time during or after the Term as a result (directly or indirectly) of or in connection with (a) any Licensee default under this Agreement (including in the performance or non-performance of any obligation on Licensee's part to be performed under the terms of this Agreement); (b) Licensee's performance of the work of Improvements (including design, development, and construction) (c) Licensee's or Licensee's Parties use of the Site, any portion thereof, or any improvements thereon, the conduct of Licensee's business or any activity, work or thing done, permitted or suffered by Licensee or Licensee's Parties in or about the Site or any portion thereof, or any improvements thereon; (d) any act, error or omission of Licensee or Licensee's Parties in or about the Building, the Site, Improvements, any portion thereof, or any improvements thereon; (e) loss of, injury or damage to, or description of property (including merchandise or inventory), including loss of use resulting from such loss, injury, damage, or destruction; or (f) any resulting economic loss, consequential damages, or exemplary damages (collectively, "Indemnification"). The aforesaid hold-harmless and indemnity provisions by Licensee shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered, by reason of any of the aforesaid operations of Licensee, or any contractor or subcontractor of Licensee, regardless of whether such insurance policies shall have been determined to be applicable to any of such damages or claims for damages.

Licensee shall provide such Indemnification by and through counsel reasonably acceptable to City. The obligations of Licensee under this Section 10.1 shall survive the expiration or other termination of this Agreement with respect to any claims or liability arising prior to such expiration or other termination.

10.2. Not a Construction Contract. This Agreement is not intended nor shall it be construed to be a construction contract. To the extent this Agreement is construed by a court of law to be a construction contract, all indemnity obligations construed to be related to construction contracts shall be read as if including the carve out "except to the extent claims are caused by the sole or active negligence or willful misconduct of the indemnified party."

10.3. Exemption of City from Liability. Licensee, as a material part of the consideration to City, hereby assumes all risk of damage to property (including the Personal Property, the Improvements, the Site, any portion thereof and any improvements thereon), and injury to or death of persons in, upon or about Personal Property, the Improvements, the Site, any portion thereof, or any improvements thereon, arising from any cause, and Licensee hereby waives all claims in respect thereof against City, except to the extent such claims are caused by City's sole negligence or willful misconduct. Licensee hereby agrees that City shall not be liable for injury to Licensee's business or any loss of income therefrom or

for damage to the Personal Property, or injury to or death of Licensee, Licensee's Parties or any other person in or about the Improvements, the Site, any portion thereof, or any improvements thereon, whether such damage or injury is caused by fire, steam, electricity, gas, water or rain, or from the breakage, leakage or other defects of sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, or from any other cause, whether said damage or injury results from conditions arising within or about the Personal Property, the Building, Improvements, the Site, any portion thereof, or any improvements thereon or from other sources or places, and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible to Licensee, except damage or injury caused solely by City's sole negligence or willful misconduct. City shall not be liable for any damages arising from any act or neglect of any other Licensee or occupant, if any, of the Personal Property, the Improvements, the Site, any portion thereof, or any improvements thereon, or City's failure to enforce the terms of any agreements with parties other than Licensee.

ARTICLE 11. ENVIRONMENTAL MATTERS

11.1. Environmental Compliance. Neither Licensee nor any of Licensee's Parties shall use, handle, store, transport, treat, generate, release, or dispose of any Hazardous Materials anywhere in, on, under or about the Personal Property, the Site, Improvements, any portion thereof, or any improvements thereon. Licensee shall cause all Hazardous Materials (defined below) brought onto, used, generated, handled, treated, stored, released, or discharged on or under the Personal Property, the Site, the Building, Improvements, any portion thereof, or any improvements thereon to be removed therefrom and transported for disposal in accordance with applicable Laws, including Hazardous Materials Laws (defined below). City shall have the right to enter the Personal Property, the Site, Improvements, any portion thereof, or any improvements thereon from time to time to conduct tests, inspections and surveys concerning Hazardous Materials and to monitor Licensee's compliance with its obligations concerning Hazardous Materials and Hazard Materials Laws. Licensee shall immediately notify City in writing of:
(a) any release or discharge of any Hazardous Material; (b) any voluntary clean-up or removal action instituted or proposed by Licensee, (c) any enforcement, clean-up, removal or other governmental or regulatory action instituted or threatened, or (d) any claim made or threatened by any person against City, Licensee, the Personal Property, the Site, Improvements, the Building, any portion thereof, or any improvements thereon relating to Hazardous Materials or Hazardous Materials Laws. Licensee shall also supply to City as promptly as possible, and in any event within five (5) business days after Licensee receives or sends same, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Personal Property, the Site, Improvements, the Building, any portion thereof, or any improvements thereon or Licensee's use thereof and concerning Hazardous Materials or Hazardous Materials Laws.

In the event Licensee institutes a cleanup or removal action, Licensee shall provide copies of all work plans and subsequent reports submitted to the governmental agency with jurisdiction to City in a timely manner. "Hazardous Materials Laws" means all laws, codes,

rules, orders, ordinances, directives, regulations, permits, or other requirements of federal, state, county, municipal or governmental authorities having jurisdiction, now in force or which may hereafter be in force concerning the management, use, generation, storage, transportation, presence, discharge, or disposal of Hazardous Materials. "Hazardous Materials" means any and all pollutants, wastes, flammables, explosives, radioactive materials, hazardous or toxic materials, hazardous or toxic wastes, hazardous or toxic substances, carcinogenic materials or contaminants and all other materials governed, monitored, or regulated by any Federal, State or local Law or regulation, including the Comprehensive Environmental Response, Compensation and Liability Act, the Hazardous Substances Account Act, and/or the Resources Conservation and Recovery Act, together with asbestos, asbestos-containing materials, hydrocarbons, polychlorinated biphenyl ("PCB") or PCB-containing materials, petroleum, gasoline, petroleum products, crude oil or any fraction, product or by-product thereof.

11.2. Licensee's Indemnification. Except to the extent caused by City's sole negligence or willful misconduct, Licensee shall indemnify, defend and hold City harmless from any claims, causes of action, liabilities, losses, damages, injunctions, suits, fines, penalties, costs or expenses (including attorneys' fees and expenses and consultant fees and expenses) caused or alleged to have been caused by the presence of Hazardous Materials in, on, under, about, or emanating from the Personal Property, the Building, Improvements, the Site, any portion thereof, or any improvements thereon, including any bodily injury, death, property damage, natural resource damage, decrease in value of the Site, the Building, Improvements, any portion thereof, or any improvements thereon, caused or alleged to have been caused by Licensee or Licensee's Parties' use, storage, handling, treatment, generation, presence, discharge or release of Hazardous Materials in violation of Licensee's obligations under this Agreement, whether such claims, causes of action or liabilities are first asserted during the Term or thereafter, and including claims made against City with respect to bodily injury, death or property damage sustained by third parties caused or alleged to have been caused by Licensee or Licensee's Parties' use, storage, handling, treatment, generation, presence, discharge or release of Hazardous Materials.

ARTICLE 12. DAMAGE OR DESTRUCTION

12.1. Restoration.

12.1.1. Insured Damage. No loss or damage by fire or any other cause resulting in either partial or total destruction of the Building, Improvements, the Site, any portion thereof, or any improvements thereon, shall (except as otherwise provided in Section 12.1.2, below) operate to terminate this Agreement or to relieve or discharge Licensee from the payment of any Fees, or other amounts payable hereunder, as and when they become due and payable, or from the performance and observance of any of the agreements, covenants and conditions herein contained to be performed and observed by Licensee.

Licensee covenants to repair, reconstruct, and/or replace or cause to be repaired,

reconstructed and/or replaced the Site, any portion thereof, and any improvements thereon, including any Personal Property owned by Licensee and used or intended to be used in connection with the Site, so damaged or destroyed. Licensee also covenants that all insurance proceeds will be applied to the repair, reconstruction and/or replacement described herein. Licensee's failure to make such full repair, restoration, and replacement under any conditions in which it was elected or required so to do shall constitute a default by Licensee under this Agreement.

12.1.2. Uninsured Damage. Notwithstanding the provisions of Section 12.1.1, if, during the Term, (i) the Site or Improvements are totally destroyed or rendered inaccessible or if the remaining portion of the Site or Improvements is rendered unsuitable (as defined herein) for Licensee's continued use, from a risk not covered ninety percent (90%) by the insurance required to be carried by Licensee under this Agreement, and (ii) the cost of restoration exceeds fifty percent (50%) of the replacement cost of the Building or Improvements immediately before the damage or destruction, then either City or Licensee may elect to terminate this Agreement by giving notice to the other party within thirty (30) days after City's determination of the restoration cost and replacement value.

The Improvements shall be deemed unsuitable for Licensee's continued use if, following a reasonable amount of reconstruction and allowing a reasonable time for resuming operations, Licensee's business in the Site or Improvements could not be operated at an economic level substantially equivalent to the economic level at which Licensee's business was operating before the damage occurred and the decline in such economic level is directly attributable to the damage.

12.2. Procedures for Repair and Restoration. In the event of any damage or destruction, Licensee shall promptly give City written notice of such damage or destruction and the date on which such damage or destruction occurred. Licensee shall promptly make proof of loss and shall proceed promptly to collect, or cause to be collected, all valid claims which Licensee may have against insurers or others based upon any such damage or destruction. Except as otherwise provided above, amounts received on account of any losses pursuant to insurance policies shall be used and expended for the purpose of fully repairing or reconstructing the portions of the Building or Improvements which has been destroyed or damaged.

ARTICLE 13. CONDEMNATION

13.1. Definitions. "Condemnation" means: (a) the exercise of any governmental power in eminent domain, whether by legal proceedings or otherwise, by a condemner, and (b) a voluntary sale or transfer to any condemner, either under threat of condemnation or while legal proceedings for condemnation are pending. "Date of Taking" means the date the condemner has the right to possession of the property being condemned. "Award" means all compensation, sums or anything of value awarded, paid, or received on a total or partial condemnation. "Condemner" means any public or quasi-public authority, or private corporation or individual, having the power of condemnation.

13.2. Parties' Rights and Obligations to be Governed by Agreement. If during the Term there is any Condemnation of all or any part of the Site, the Improvements, or any other improvements now or hereafter located on the Site, including any Personal Property owned by Licensee and used or intended to be used in connection with the Site, Improvements or the Building, or any interest in this Agreement, the rights and obligations of the parties shall be determined pursuant to the provisions of this Article

13. Each party waives the provisions of the Code of Civil Procedure Section 1265.130 allowing either party to petition the Superior Court of the County of Santa Barbara State of California to terminate this Agreement in the event of a partial taking or Condemnation of the Site.

13.3. Total Condemnation. If the entirety of the Site and/or the entirety of the Building or Improvements are totally taken by Condemnation, this Agreement shall terminate on the Date of Taking.

13.4. Effect of Partial Condemnation. If a portion of the Improvements or Site are taken by condemnation, this Agreement shall remain in effect, except that Licensee may elect to terminate this Agreement if the remaining portion of the Site, Improvements or Building is rendered unsuitable (as defined herein) for Licensee's continued use. The remaining portion of the Building, Improvements or the Site shall be deemed unsuitable for Licensee's continued use if, following a reasonable amount of reconstruction and allowing a reasonable time for resuming operations, Licensee's business in the Improvements could not be operated at an economic level substantially equivalent to the economic level at which Licensee's business was operating before the damage occurred and the decline in such economic level is directly attributable to the damage. Licensee must exercise its right to terminate by giving City written notice of its election within 90 days after the nature and extent of the taking have been finally determined. Such notice shall also specify the date of termination, which shall not be prior to the Date of Taking. Failure to properly exercise the election provided for in this Section 13.4 will result in this Agreement continuing in full force and effect.

13.5. Restoration of Improvements. If in Licensee's and City's judgment it is reasonably possible and economically feasible to restore the Improvements, Licensee shall be entitled to use that portion of the Award allocable to the Improvements (but not any portion allocable to the Site) as is necessary to restore or to add on to the Improvements so that the area and approximate layout of the Improvements will be substantially the same after the Date of Taking as it was before the Date of Taking. If it is not reasonably possible and economically feasible to so restore the area and layout of the Improvements, the remaining provisions of this Article 13 shall govern the rights of the parties.

13.6. Award. If the Site, any portion thereof, or any improvements thereon is taken in connection with a Condemnation, that portion of the Award allocable thereto shall belong

to City. Licensee shall be entitled to receive: (a) the value of any improvements, merchandise, and Personal Property owned by Licensee taken in connection with such Condemnation, and (b) loss of Licensee's business goodwill, if agreed to be paid by the Condemner or awarded by a court; provided, however, that Licensee irrevocably assigns and transfer to City all rights to an interest in that portion of the Award attributable to any bonus value, if any, to extent the Fees payable by Licensee under this Agreement is below the then current fair market value of the Site, and relinquishes any claim thereto, right to make a claim thereon, or interest therein.

ARTICLE 14. ASSIGNMENT AND SUBLETTING

14.1. City's Consent. Licensee shall not assign, sublet, or otherwise transfer, whether voluntarily or involuntarily or by operation of Law, this Agreement, the Improvements, the Site, any portion thereof, or any improvements thereon.

ARTICLE 15. LICENSEE DEFAULTS AND CITY'S REMEDIES

15.1. Defaults by Licensee. Licensee shall be in default under this Agreement upon occurrence of any of the following:

15.1.1. Licensee shall at any time be in default in the payment of Fees or any other monetary sum called for by this Agreement for more than ten (10) days following written notice from City to Licensee; or

15.1.2. Licensee shall at any time be in default in the keeping and performing of any of its other covenants or agreements herein contained, and should such other default continue for thirty (30) days after written notice thereof from City to Licensee specifying the particulars of such default, or if such other default is of a nature that curing such default will take more than thirty (30) days Licensee has failed to commence such cure within such thirty (30) day period and to thereafter diligently pursue completion of such cure; or

15.1.3. Licensee assigns, sells, transfers, conveys, encumbers, hypothecates, or Agreements the whole or any part of the Improvements, the Site, any portion thereof, or any improvements thereon in violation of this Agreement; or

15.1.4. Except as otherwise expressly permitted in this Agreement, there is any change in control of Licensee, or any other act or transaction involving or resulting in a change in the identity of the parties in control of Licensee or the degree of such control; or

15.1.5. Licensee is in default under any other provision of this Agreement beyond expiration of any applicable cure period.

15.2. Remedies. Upon the occurrence of any such default, in addition to all other rights or remedies of City hereunder, or by Law or in equity provided, City shall have the sole option to exercise the following rights and remedies:

15.2.1. Terminate this Agreement by giving Licensee notice of termination. On the giving of such notice, all Licensee's rights under this Agreement shall terminate. Immediately following notice of termination, Licensee shall surrender and vacate the Improvements, the Site, all portions thereof, and all improvements thereon, leaving them in broom clean condition; and City may reenter and take possession thereof and eject all parties in possession, or eject some and not others, or eject none. Termination under this subsection shall not relieve Licensee from the payment of any sum then due to City or from any claim for damages previously accrued or then accruing against Licensee.

15.2.2. Without terminating this Agreement, City may at any time and from time to time grant another license for you of the Improvements, the Site, any portion thereof, or any improvements thereon for the account and in the name of Licensee or otherwise. Any licensing may be for the remainder of the Term or for a longer or shorter period. City may execute any Agreements made under this provision either in City's name or in Licensee's name and shall be entitled to all fees from the use, operation, and occupancy of the Improvements, the Site, any portion thereof, and any improvements thereon. Licensee hereby appoints City its attorney-in-fact for purpose of such leasing. Licensee shall nevertheless pay to City on the due dates specified in this Agreement the equivalent of all sums required of Licensee under this Agreement, less the revenue received by City from any licensing or attornment, plus City's expenses, including (by way of example), but not limited to, remodeling expenses, City's brokerage and advertising costs and attorneys' fees and costs. No act by or on behalf of City under this subsection shall constitute a termination of this Agreement unless City gives Licensee written notice of termination.

15.2.3. Even though City may have licensed the Building, Improvements, the Site, portions thereof, or improvements thereon, City may thereafter elect to terminate this Agreement and all of Licensee's rights thereunder, including all of Licensee's rights in or to the Building, improvements, the Site, any portion thereof, and/or any improvements thereon.

15.3. Damages. Should City elect to terminate this Agreement, City shall be entitled to recover from Licensee, as damages:

15.3.1. The worth at the time of the award of the unpaid Fees that had been earned at the time of termination of this Agreement;

15.3.2. The worth at the time of the award of the amount by which the unpaid Fees that would have been earned after the date of termination of this Agreement until the time of award exceeds the amount of the loss of Fees that Licensee proves could have been reasonably avoided;

15.3.3. The worth at the time of the award of the amount by which the unpaid Fees for the balance of the Term of this Agreement after the time of award exceeds the amount of the loss of Fees that Licensee proves could have been reasonably avoided; and

15.3.4. Any other amount (and court costs) necessary to compensate City for all detriment proximately caused by Licensee's default, including costs of alterations and improvements in connection with licensing.

15.4. Cumulative. Each right and remedy of City provided for herein or now or hereafter existing at Law or in equity, by statute or otherwise shall be cumulative and shall not preclude City from exercising any other rights or remedies provided for in this Agreement or now or hereafter existing at Law or in equity, by statute or otherwise. No payment by Licensee of a lesser amount than the Fees nor any endorsement on any check or letter accompanying any check or payment of Fees shall be deemed an accord and satisfaction of full payment of Fees; and City may accept such payment without prejudice to City's right to recover the balance of such Fees or to pursue other remedies.

ARTICLE 16. MISCELLANEOUS

16.1. Holding Over. If Licensee shall hold over on the Site after the expiration of the Term hereof with the consent of City, such holding over shall be construed to be subject to all the covenants, conditions and obligations contained in this Agreement. Licensee hereby agrees to pay to City as monthly Fee 1/12th of the amount which is one hundred fifty percent (150%) of the highest amount of total annual Fees paid by Licensee to City during the last year of the Term.

16.2. Attorneys' Fees. If any action is brought by either party hereto as against the other party hereto for the enforcement or declaration of any right or remedy in or under this Agreement or for the breach of any covenant or condition of this Agreement, the prevailing party shall be entitled to recover, and the other party agrees to pay, all fees and costs to be fixed by the court therein including, but not limited to, attorneys' fees.

16.3. Quiet Possession. So long as Licensee is not in default under this Agreement and is paying the Fees and performing all the covenants and conditions of this Agreement, Licensee shall quietly have, hold, and enjoy the Site during the Term without interruption or disturbance from City or any other persons claiming by, through or under City.

16.4. Force Majeure. Except as to the payment of Fees, subject to the limitations set forth below, performance by either party hereunder shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended, where delays are due to: remediation or removal of previously undiscovered Hazardous Materials that may be required by Law, regulation or prudent business practice; war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God;

acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; governmental restrictions or priority; litigation, including court delays; severe weather; lack of reasonable availability of labor or materials; acts or omissions of the other party; or acts or failures to act of the City (in its capacity as a municipal corporation only) or any other public or governmental agency or entity. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the mutual agreement of City and Licensee. Licensee expressly agrees that adverse changes in economic conditions, either of Licensee specifically or the economy generally, changes in market conditions or demand, and/or Licensee's inability to obtain financing or other lack of funding, or to complete the Improvements shall not constitute grounds of enforced delay pursuant to this Section 16.4. Licensee expressly assumes the risk of such adverse economic or market changes and/or financial inability, whether foreseeable as of the Commencement Date.

16.5. Notices. All notices to be given hereunder shall be in writing and mailed postage prepaid by certified or registered mail, return receipt requested, or delivered by personal or courier delivery, or sent by facsimile (immediately followed by one of the preceding methods), to City's address and Licensee's address set forth in Basic Information Sections 1 and 2, or to such other place as City or Licensee may designate in a written notice given to the other party. Notices shall be deemed served upon the earlier of receipt or three (3) days after the date of mailing.

16.6. Waiver. No waiver of any breach of any of the terms, covenants, agreements, restrictions or conditions of this Agreement shall be construed to be a waiver of any other breach of the ' same or other terms, covenants, agreements, restrictions and conditions hereof.

16.7. Surrender. Upon the expiration or other termination of the Term of this Agreement, and notwithstanding anything herein contained to the contrary, Licensee shall surrender to City the Building, Improvements, the Site, all portions thereof, and all improvements thereon, broom clean and in good condition and repair, reasonable wear and tear excepted.

16.8. Binding on Successors and Assigns. Subject to the restrictions set forth herein regarding assignment of the License, each of the terms, covenants, and conditions of this Agreement shall extend to and be binding on and shall inure to the benefit of not only City and Licensee, but to each of their respective heirs, administrators, executors, successors, and assigns. Whenever in this Agreement reference is made to either City or Licensee, the reference shall be deemed to include, wherever applicable, the heirs, administrators, executors, successors and assigns of such parties, the same as if in every case expressed.

16.9. City's Right to Enter Building and the Site. City and its authorized representatives shall have the right to enter the Improvements, and the Site at all reasonable times, after giving Licensee twenty-four (24) hours prior written notice (except in emergency in which case no notice shall be required), for any reasonable purpose, including: to determine whether the Site, Improvements, the Building, or any other improvements on the Site is in good condition and whether Licensee is complying with its obligations under this Agreement; to do any necessary maintenance and to make any restoration to the Improvements, the Site, any portion thereof, or improvements thereon that City has the right or obligation to perform; to serve, post or keep posted any notices required or allowed under the provisions of this Agreement; to post "for rent" or "for lease" signs during the last two (2) years of the Term, or during any period while Licensee is in default; to show the Improvements, and the Site to prospective lenders, brokers, agents, buyers, Licensees or persons interested in an exchange City shall have the right but not the obligation to maintain and repair, remove or replace, add to or generally improve, utilities and the facilities owned by City, another public agency or public utility company, whether under, on, upon, or over the Improvements, the Site, any portion thereof, or any improvements thereon; and City has the right but not the obligation to do any act or thing reasonably necessary for the safety or preservation of the Improvements, and the Site, any portion thereof, or any improvements thereon if any excavation or other construction is undertaken or is about to be undertaken on any adjacent property or nearby street.

City shall not be liable in any manner for any inconvenience, disturbance, loss of business, nuisance, or other damage arising out of City's entry on the Improvements, the Site, any portion thereof, or any improvements thereon as provided in this Section 16.9 other than any property damage, bodily injury, or death caused by the sole negligence or willful misconduct of City, its agents, employees, or Licensees. Licensee shall not be entitled to an abatement or reduction of Fees if City exercises any rights reserved in this Section 16.9.

16.10. Disclaimer of Partnership. It is expressly understood and agreed that City does not in any way nor for any purpose become a partner of Licensee or a joint venture with Licensee in the conduct of Licensee's business or otherwise.

16.11. No Recordation. Licensee shall not record this Agreement or any Memorandum of this Agreement, or similar document.

16.12. Quitclaim. At the expiration or other termination of the Term, Licensee shall execute, acknowledge, and deliver to City within thirty (30) days after written demand from City to Licensee, any quitclaim deed or other document required by any reputable title company to remove the cloud of this Agreement from the Building, the Site, any portion thereof, or any improvements thereon.

16.13. Interpretation. The titles to the sections of this Agreement are not a part of this Agreement and shall have no effect upon the construction or interpretation of any part

of this Agreement. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The word "including" shall be construed as if followed by the words "without limitation." This Agreement shall be interpreted as though prepared jointly by both parties.

16.14. Severability. If any term, provision, condition or covenant of this Agreement or its application to any party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by Law.

16.15. Legal Advice. Each party represents and warrants to the other the following: they have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have freely signed this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party, or their respective agents, employees, or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise.

16.16. Time of Essence. Time is expressly made of the essence with respect to the performance by the parties of every obligation and condition of this Agreement.

16.17. Non-liability. No member, official or employee of City shall be personally liable to Licensee, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Licensee or its successors, or on any obligations under the terms of this Agreement. Licensee hereby waives and releases any claim it may have against the members, officials, or employees of City with respect to any default or breach by City or for any amount which may become due to Licensee or its successors, or on any obligations under the terms of this Agreement.

16.18. Applicable Law. The laws of the State of California, without regard to conflict of Laws principles, shall govern the interpretation and enforcement of this Agreement.

16.19. Covenants and Conditions. Each obligation of the parties hereunder, including, without limitation, Licensee's obligation for the payment of Fees, shall be construed to be both a covenant and a condition of this Agreement.

16.20. Integration. This Agreement, including all recitals of exhibits and attachments to each of the foregoing, constitute the entire agreement between the parties and there are no

conditions, representations or agreements regarding the matters covered by this Agreement which are not expressed herein.

16.21. Amendments to this Agreement. City and Licensee agree to mutually consider reasonable requests for amendments to this Agreement that may be made by either of them, contractors or subcontractors of Licensee, lending institutions or bond counselor financial consultants to City or Licensee, provided such requests are consistent with this Agreement and would not materially alter the basic business terms included herein. No amendment hereto shall be effective unless in writing and signed by the parties hereto.

16.22. Compliance with Laws. Licensee, at Licensee's expense, shall comply with all applicable Hazardous Materials Laws, statutes, labor codes, laws, codes, rules, orders, zoning, ordinances, directives, regulations, regulations, permits, or other requirements of federal, state, county, municipal, or other governmental authorities having jurisdiction, now in force or which may hereafter be in force (individually "Law" and collectively "Laws"), which shall impose any duty upon City or Licensee with respect to the use, occupancy, or alteration of the Improvements, the Site, any portion thereof, or any improvements thereon.

16.23. Commission. Each party represents to the other that it has not been represented by any broker in connection with this Agreement, and that no real estate broker's commission, finder's fee, or other compensation (individually and collectively, "Commission") is due or payable. Each party agrees to indemnify and hold the other harmless from any claims or liability, including reasonable attorneys' fees, in connection with a claim by any person for a Commission based upon any statement, representation or agreement of the other party.

16.24. Relocation Waiver. Licensee fully releases and discharges City from: (i) all and any manner of rights, demands, liabilities, obligations, claims, or cause of actions, in law or equity, of whatever kind or nature, whether known or unknown, whether now existing or hereinafter arising, which arise from or relate in any manner to the relocation of Licensee's business operations or the relocation of any person or persons, business or businesses, or other occupant or occupants located on the Site following expiration or other termination of this Agreement, including the specific waiver and release of any right to any relocation benefits, assistance and/or payments under Government Code Sections 7260 et seq. ("Relocation Assistance Law"), notwithstanding that such relocation assistance, benefits and/or payments may be 24 otherwise required under the Relocation Assistance Law or other Law; and (ii) compensation for any interest in Licensee's business operations, the Building, the Site, any portion thereof, or any improvements thereon, including fixtures, furniture, or equipment, loss of business goodwill, severance damage, attorneys' fees or any other compensation of any nature whatsoever. Licensee acknowledges and agrees that the release and waiver set forth in this Section is material consideration for City's Agreement of the Site and sale of the Building to Licensee on the

terms set forth herein and that, but for this release and waiver, City would not have entered this Agreement.

16.25. Counterparts. The parties hereto agree that this Agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall together constitute one and the same agreement, binding all the parties hereto, notwithstanding all the parties are not signatory to the original or the same counterparts.

For all purposes, including, without limitation, recordation, filing and delivery of this Agreement, duplicate unexecuted and unacknowledged pages of the counterparts may be discarded, and the remaining pages assembled as one document. [Signatures on following page]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

MIKE BROWN

A SOLE PROPRIETOR
[Notary Acknowledgement Required] By:

Mike Brown, Owner

CITY OF BUELLTON
By:

Scott Wolfe
City Manager
Attest:

Linda Reid
City Clerk
Approved as to Form:

By:

Gregory M. Murphy
City Attorney

EXHIBIT A

PROPERTY

LEGAL DESCRIPTION
LOT 80 OF TRACT 13,533 UNIT ONE IN THE CITY OF BUELLTON, COUNTY OF SANTA BARBARA, STATE OF CALIFORNIA, AS SHOWN ON MAP FILED BOOK 127, PAGES 94 THROUGH 98 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPTING THEREFROM ALL OIL, PETROLEUM AND OTHER HYDROCARBON SUBSTANCES,

INCLUDING NATURAL GAS IN, ON AND UNDER SAID LAND, WITHOUT, HOWEVER, THE RIGHT TO ENTER UPON THE SURFACE OF SAID LAND OR INTO THE UPPER 500 FEET OF THE SUBSURFACE

THEREOF, MEASURED VERTICALLY FROM SAID SURFACE, AS RESERVED AND EXCEPTED BY MERCHANTS TRUST COMPANY IN DEED RECORDED JANUARY 3, 1914 INI BOOK 140, PAGE 589 OF DEEDS.

EXHIBIT B

GOLF COURSE IMPROVEMENTS OPERATIONS SPECIFICATIONS
Prior to the operation of the Zaca Creek Golf Course, Licensee shall have completed all the Improvements within the times as set forth below in this Exhibit B. Except as specifically noted below, all costs for completion of the Improvements shall be at the sole cost and expense of Licensee.

Where the City has agreed to pay for the capital cost of the supplies or materials for any Improvement as set forth in this Exhibit B, Licensee shall first obtain three informal bids from suppliers. The bids shall be submitted to the City for prior approval of any contract for such supplies or materials.

As set forth in Section 5.9 of the Agreement, Licensee shall provide a faithful performance bond guaranteeing to the City of Buellton the completion of the Improvements. The bond shall be in the amount of $75,000.00.

Any variation in the scope of the Improvements as set forth in this Exhibit B shall be approved in advance by the City Manager of the City of Buellton.

1. Greens and Course Turf. Renovations of the greens shall continue to completion as specified under the SIERRA TURF CONTRACT. Fairway turf, irrigation, practice areas (not including driving range) and associated improvements shall be brought up to the standards as set forth in Exhibits C & D by Ongoing.

2. Driving Range. The driving range, including all netting, shall be completed and operational by Ongoing. City shall pay for the cost of the driving range netting.

3. Sand traps/Bunkers. Sand traps/bunkers shall be renovated to USGA standards. City shall pay the cost of any approved sand. Ongoing.

EXHIBIT C

GOLF COURSE OPERATIONS SPECIFICATIONS
I. GOLF OPERATIONS SCOPE OF WORK
The work covered by these Golf Operations Specifications consists of providing labor; services; materials; supplies; golf carts; selecting golf shop furniture, fixtures, equipment, and inventory for sale; and other items as may be required to support the operation of a quality, municipal golf course, golf shop, and practice facility.

II. AGREEMENT TERMS
A. Golf Operations as specified herein are part of Zaca Creek Golf Course Agreement the City and the Licensee.

B. The Licensee shall be responsible for orderly care, safety, security, maintenance, and timely repair of all property which constitutes the golf operation according to applicable laws, permits, licenses and regulations.

C. The City reserves the right from time to time as conditions warrant to hire outside golf course operations consultants to inspect the golf course and Licensee agrees to carry out reasonable recommendations of the City made because of the inspection(s).

III. PERSONNEL & SUPERVISION
A. Golf operations as identified herein will be conducted under the direct supervision of Licensee.

B. The Licensee will be responsible to hire, train, manage and compensate the necessary personnel for performance of the work according to these specifications and other terms contained in the agreement documents. It is recommended that Staffing plan include a qualified golf instructor and provide for two staff people on duty during pro shop operating hours.

C. The Licensee will provide uniforms for all staff in both a customer service and maintenance role to ensure identification and high standards of customer service.

IV. HOURS OF OPERATION
A. Except for starting time reservation services and Licensee's support for special events, access to golf services, as a minimum, shall be provided between the hours of dawn and dusk each day except as precluded by weather conditions.

B. Any changes in the schedule of hours for golf operation previously agreed shall be subject to approval by the City.

C. The golf course will be open every day of the year, weather permitting, except for Christmas Day.

D. In the event play and/or use must be suspended on the golf course due to inclement weather conditions, the decision on when to allow use and/or play to resume will be made by the Licensee.

V. CLUBHOUSE / PRO SHOP
A. Preparation and Appearance

1. The Licensee shall be responsible for the maintenance, cleaning, repair, and general appearance of the clubhouse/pro shop (including the food and beverage portion), cart storage, maintenance building and golf shop.

2. All supplies, cleaning equipment and materials and paper goods shall be provided by the Licensee.

3. Cleaning and preparation shall be scheduled not to impact business operations.

4. Maintenance and repairs shall be conducted on a timely basis with minimal impact on business operations.

B. Other Common Space

1. Licensee shall establish a quality standard and schedule and oversee performance of its employees or Sub-Licensees to:
a. Vacuum carpets and clean as needed.
b. Clean any provided exterior ash trays daily. No smoking will be permitted within the clubhouse/pro shop.
c. Empty waste baskets and clean daily.
d. Sweep all building entrances daily.
e. Dispose of all waste daily.
f. Dust all desks, counters, chairs, file cabinets, tables, and shelves daily. g. Clean baseboards as often as needed.
h. Clean window glass in the doors inside and out as often as needed. i. Clean all windows inside and outside monthly or more often as needed. j. Replace defective lamps in light fixtures as soon as possible after discovery.

C. Merchandise Quality/Quantity

1. Licensee shall provide and maintain such inventory of golf merchandise as is deemed necessary by mutual consent of the Licensee and the City.

2. Licensee shall provide all fixtures necessary for the display and sale of merchandise.

3. The Licensee shall offer for sale only goods of premium quality consistent with the quality of goods sold at equivalent daily fee golf courses.

4. Inventory recommended to include: clothing for men and women; equipment including, balls, gloves, tees, etc.

5. Licensee shall not offer for sale or rental any item of merchandise which the City deems objectionable or beyond the scope of the agreement.

D. Pricing

1. The Licensee shall have the right to charge competitive prices for the same or similar goods sold at equivalent quality, daily fee golf courses in the area consistent with the cost to provide such goods.

2. Prices for all items for sale shall be marked or displayed.

3. At the City's request, the Licensee shall discontinue sale of any item of merchandise on City finding(s) that the item(s) is not in the best interests of the public.

VI. GOLF AND OTHER SERVICES
A. Required Operating Responsibilities the Licensee will be responsible for providing all golf services at the Course including, at a minimum, the following services and activities:

1. Provide and supervise staff to operate and manage the Course Pro Shop from sunrise to sunset, 7 days a week, except for Christmas day.

2. Provide and maintain an inventory of merchandise for sale in the Pro Shop.

3. Provide and manage golf cart (electric or pull cart) and equipment rentals,

4. Check-in golfers and regulate and control play, including the enforcement of Course rules and regulations.

5. Supervise and control the starting time and reservation system.

6. Collect and deposit daily all revenues, including, but not limited to, monies from green fees, merchandise sales, cart and equipment rentals, lessons, tournaments, gift certificate sales, resident and multi-play cards, and membership programs.

7. The Licensee shall provide all complimentary, necessary, and consumable golf supplies including scoring pencils and "logo" scorecards. Aforementioned items shall be in form, content, and quality pre-approved by the City.

8. 9. Provide quality golf lessons and instruction for all levels of play.

10. Promote golf and golf related activities in cooperation with existing golf clubs, organizations, and the City of Buellton.

11. Schedule and facilitate golf tournaments, clinics, and junior golf promotions.

12. Work cooperatively and collaboratively with maintenance, food and beverage and City management staff to provide a positive golf experience for all users.

B. Reservations

1. Reservations will not be required. The facility shall be “first come, first served”.

2. Group and tournament events shall be scheduled such as scheduled such to not impact regular course usage or shall be noticed appropriately.

D. Rentals

1. The Licensee shall provide and maintain for rental an inventory of quality, recognized brand golf clubs (and cloth or vinyl bags) sufficient to meet player's demands.

2. The Licensee shall provide and maintain for rental a supply of pull carts sufficient to meet player's demands.

E. Practice Areas

1. The Licensee shall be responsible for the quality operation of the practice facilities providing and maintaining enough artificial hitting mats, grass tees, putting green(s), sand and turf surfaces for the proper teaching and practice of all phases of the game.

F. Lessons

1. The Licensee shall provide golf lessons and training by qualified instructors.

2. The Licensee implement a group and individual lesson plan to provide for the teaching and training needs of golfers of differing skill levels, ages, sexes, and economic situations.

3. The City expects the Licensee to conduct programs to promote participation in the game of golf and the use of all the golf services.

4. G. Group Tournament Services

1. The Licensee shall provide group event and tournament scheduling services without discrimination.

2. The Licensee shall promote the use of all other fee services and sale of goods.

3. The Licensee shall implement systems and procedures to allow effective future management of the course and its related support facilities and resources.

H. Golf Green Fees

1. Fees and Charges
a. Licensee shall keep current a comprehensive schedule of fees for golf play and cart rentals. Standard fees shall be displayed.

2. Establishing of Fees
a. Licensee shall conduct an annual, comprehensive survey of green fee and rental rates at comparable golf courses with-in the market area and submit recommendations for fee changes to the City.
b. The City must approve all green fee and rental rate changes. Any green fee changes exceeding 8% in a single year shall be brought to Council for approval. c. Fee discounts and special pricing packages must be pre-approved by the City.

VII. SERVICE GUIDELINES

A. Licensee shall offer services consistent with the scope and quality of services offered at equivalent daily fee golf courses in the area.

B. Licensee shall not offer services which the City deems objectionable or beyond the scope of the agreement.

C. Licensee shall post all fees except those fees which may be negotiated for group/tournament activity or other special uses.

EXHIBIT D

GOLF COURSE MAINTENANCE SPECIFICATIONS
1 GENERAL REQUIREMENTS
The Licensee shall furnish all labor, equipment, materials, tools, services, and special skills required to perform the landscape and other maintenance as set forth in these specifications and in keeping with the highest standards of quality and performance. Note: All references to the role or duties of Golf Services Manager (GSM) herein shall be deemed to be the representative of the City for golf course matters; however, any references to the GSM shall also mean, and will be the duties and responsibilities of, the Licensee in all obligations to maintain the golf course in conformance to the specifications outlined.

Maintenance Standards
The following standards are further reinforced in the maintenance specifications that follow and are included here to acquaint the Licensee with the City's general expectations:

Greens/Collars

1. Mow greens at proper height according to seasonal conditions.

2. Pin placement shall be in healthy turf area according to rotation plan.

3. No standing water or severe turf loss areas.

4. Greens should be consistent daily utilizing a stimp meter within a one (1) foot range from green with lowest speed to green with highest speed.

5. Weed free and disease free.

6. Bare and stressed areas sodded or plugged.

7. Pest and vandal damage repaired.

8. No foreign grass encroachment from collars.

9. Hole plugs set at proper grade.

10. Ball marks repaired.

Fairways

1. Fairways mowed at proper height according to seasonal conditions.

2. No standing water or mud holes.

3. Yardage markers in place and maintained.

4. Cart traffic management devices in place; bare or stressed areas properly addressed.

5. Weed free and disease free.

6. Pest and vandal damage repaired.

7. Ground under repair painted with appropriate white turf paint and roped off neatly and consistently throughout the golf courses.

Tees
those under repair by the Licensee and those areas where turf is at a level that is not consistent with other associated turf areas.

1. Mowat proper height according to seasonal conditions.

2. Tee markers placed in healthy areas with tee markers set flat to ground and direction of play.

3. Sand and seed buckets filled and properly placed by tee markers.

4. All tee station equipment cleaned and painted. Ball washer operational.

5. No standing water or mud holes.

6. Weed free and disease free.

7. Pest and vandal damage repaired.

8. Bare areas sodded and leveled.

Roughs

1. Mowed at proper height according to seasonal needs.

2. No standing water or mud holes.

3. Pest and vandal damage repaired.

4. Hazards properly marked.

5. Free of debris that affects play.

6. Ground under repair painted with appropriate white turf paint and roped off neatly and consistently throughout the golf courses. Ground under repair includes those under repair by the Licensee and those areas where turf is at a level that is not consistent with other associated turf areas.

Bunkers

1. Edged as required, by seasonal conditions.

2. Raked - sand not compacted.

3. Proper level of sand.

4. Two to Five operational rakes per bunker, depending on bunker size.

5. Rakes properly maintained.

6. Rakes placed tines down, distributed evenly around the respective bunkers.

7. Bunkers should have 1" lip on lower side.

8. No excess sand buildup on high side.

9. No animal boroughs.

10. No standing water.

Parking Lot

1. Lights operational.

2. Free of debris, litter, leaves, and trimmings.

Golf Course Restrooms

1. Must be clean and stocked daily.

2. Operational and odor free.

3. No graffiti.

4. Lights operational.

5. No worn spots.

6. Lockable partitions.

Irrigation

1. Properly maintained and adjusted.

2. Proper coverage.

3. No evidence of broken lines.

4. No missing or broken valve box lids.

5. All valve boxes visible.

6. Controllers must be locked.

7. Heads, valves, and quick couplers are leak free.

8. Irrigation computer information properly kept.

9. Irrigation controller information properly kept.

Equipment

1. Serviced by golf personnel at manufacturer's intervals with proper records.

2. Licensee equipment repaired to meet demands of golf maintenance requirements.

3. Licensee's equipment to include all Licensee safety features.

4. Equipment is kept clean.

5. All equipment maintenance and replacement are the responsibility of Licensee.

Clubhouse - (Exterior) - Parking Lot

1. Walkways level and clean of debris.

2. All surfaces covered properly with paint where appropriate.

3. Exterior lighting working and scheduled properly.

4. All signage accurate and readable.

5. Shrub beds maintained according to specifications.

Trees

1. No dead trees or terminally diseased trees.

2. Trees trimmed, as needed.

3. Properly staked - remove stakes within first year if applicable.

4. Mowed around.

5. Kept in healthy condition.

6. Action plan for dead and diseased trees.

Maintenance Facilities

1. Cleaned regularly.

2. Maintained properly.

3. All regulations for proper storage and disposal of materials are adhered to.

Signage

1. Replace or add, as needed.

2. Proper placement is evident.

3. Clean and readable.

Nets

1. Repair or replace as needed.

2. In place with no holes.

1.1 SAFETY

1.1.1 Licensee agrees to perform all work outlined in these specifications in such a manner as to meet all accepted standards for safe practices during the maintenance and operation and to safely maintain equipment, machines, and materials or other hazards consequential or related to the work; and agrees additionally to accept the sole responsibility for complying with all local, County, State or other legal requirements, including, but not limited to, full compliance with the terms of the applicable OSHA. and CalOSHA Safety Orders, and always, protecting all persons, including Licensee's employees, vendors, members of the public or others from foreseeable injury, or damage to their property. Licensee shall identify and inspect all potential hazards at said areas under maintenance and keep a log indicating date inspected and action taken.

1.1.2 Licensee shall ensure all required certifications and training methods are adhered to and current.

1.1.3 When performing work, the Licensee shall make every effort to keep sidewalks, vehicle travel lanes and driveways always open, and honor golf etiquette by performing maintenance tasks within acceptable golf play conditions.

1.1.4 It shall be the Licensee's responsibility to inspect and identify, any condition(s) that renders any portion of the areas under maintenance unsafe, as well as any unsafe practices occurring thereon. The Licensee shall be responsible for making corrections, including but not limited to filling holes and replacing valve box covers to protect golfers and other members of the public from injury. The Licensee shall cooperate fully with the City in the investigation of any accidental injury or death by the public, Licensee, or any other entity, occurring in the contracted areas, including a complete written report thereof to the GSM within twenty-four (24) hours following the occurrence.

1.2 PROTECTION OF PROPERTY

1.2.1 During Periods of Inclement Weather:
 The Licensee will provide supervisory inspection of the golf course during regular hours to prevent or minimize possible damage.
 The Licensee shall submit a report identifying any storm damage to the GSM attached to a site map identifying location of damage.
 The Licensee's workforce shall continue to accomplish work not affected by such weather, i.e. clean-up and facility maintenance, as well as work caused by the inclement weather.

1.2.2 The Licensee shall exercise due care during the performance of work in protecting from damage all existing facilities, structures, and utilities both above surface and underground on the City's property. Any damage to City property deemed to be caused by the Licensee's neglect shall be corrected and paid for by the Licensee at no cost to the City.

1.2.3 If the City requests or directs the Licensee to perform work in a given area, it will be the Licensee's responsibility to verify and locate any underground utility systems and for taking reasonable precaution when working in these areas. Any damage or problems shall be reported immediately to the GSM.

1.3 PESTICIDES
General: All materials used shall be in strict accordance with and applied within the standards set forth in the EPA regulations and the California Department of Food and Agricultural Code.

Licensee is responsible for obtaining all required permits and maintaining the required usage documentation and to comply with all requests from the Santa Barbara County Agricultural Commissioner to inspect records, licenses, training certificates, equipment, and storage facilities.

All applicable regulations shall be strictly adhered to, and all required reporting shall be the responsibility of Licensee.

Application of Pesticides:

1.3.1 Timing: Pesticides shall be applied at times that limit the possibility of contamination from climatic and other factors. Early morning or evening application shall be used when possible to avoid contamination from drift. If applicable, drift control skirted booms must be used when golfers are present if applicable. Small backpack applications may be performed based on weather protection and with provisions made for the safety of golfers. Applicator shall monitor forecast weather conditions to avoid making application prior to inclement weather to eliminate potential runoff of treated areas. Irrigation water applied after treatment shall be reduced to eliminate runoff. When water is required to increase pesticide efficiency, it shall be applied only in quantities per the label requirements and of which each area can receive without excessive runoff.

1.3.2 Handling of Pesticides: Care shall be taken in transferring and mixing pesticides to prevent contaminating areas outside the target area. Application methods shall be used which ensure that materials are confined to the target area. Spray tanks containing leftover materials shall not be drained on the site to prevent contamination. Disposal of pesticides and tank rinsing materials shall be within the guidelines established in the California Department of Food and Agricultural Code or EPA regulations.

1.3.3 Equipment and Methods: Spray equipment shall be in good operating condition, quality, and design to efficiently apply material to the target area. Avoiding high pressure applications and using water soluble drift agents will minimize drift.

1.3.4 Recommendations: All pesticide applications shall be in accordance with written recommendations provided by a licensed Pest Control Advisor (PCA) with copies of the written recommendations sent to the GSM. A licensed Qualified Applicator (QAC) shall be on site during application.

1.3.5 Selection of Materials: Pesticides shall be selected from those approved for golf course use by California Department of Food and Agriculture.

1.4 SOUND CONTROL REQUIREMENTS

1.4.1 The Licensee shall comply with all local sound control and noise level rules, regulations, and ordinances, which apply to any work performed pursuant to the contract.

1.4.2 Each internal combustion engine used for any purpose on the job or related to the job shall be equipped with a muffler of a type recommended by the manufacturer of such equipment. No internal combustion engine shall be operated on the project without said muffler.

1.5 CONSTRUCTION EQUIPMENT
The Licensee shall take all necessary precautions for safe operation of equipment and the protection of the public from injury and damage from such equipment.

1.6 INQUIRIES AND COMPLAINTS

1.6.1 The Licensee shall have designated responsible management personnel to take the necessary action regarding all inquiries and complaints that may be received from or through the City and/or private citizens during normal work hours.

1.6.2 Whenever immediate action is required to prevent impending injury, death or property damage to the facilities being maintained, City may, after reasonable attempt to notify the Licensee, cause such action to be taken by the City work force and shall charge the full cost thereof to the Licensee.

1.6.3 All complaints shall be abated as soon as possible after notification to the satisfaction of the City. If any complaint is not abated within a reasonable time, the City shall be notified immediately of the reason for not abating the complaint, followed by a written report to the GSM within three (3) days.

1.7 THE CITY'S RIGHT TO DO WORK
The City reserves the right to do work as required within the contract area. The work referenced herein may include, but is not limited to, capital improvements and/or alterations intended to improve golf course facilities. If such projects materially affect the cost to meet the requirements of the agreement, the Licensee will be asked to submit justification to support the additional costs. Licensee and City will review the justification to consider modification to the Financial Conditions of the agreement.

1.7.1 Licensee shall inform City of any requested capital improvements at least a year in advance. City will consider including the requested capital improvements in the annual budget.

2 [Intentionally Omitted]

2.1 MAINTENANCE RECORDS

2.1.1 The Licensee shall keep a written schedule of the work to be performed which includes but is not limited to: general golf course maintenance, aeration, tree trimming, herbicide/insecticide application, fertilization, and replacement of color plants.

2.1.2 The Licensee shall maintain and keep current a log that records all on-going, seasonal, and additional work, and maintenance functions performed daily by Licensee's personnel.

Maintenance records shall be provided to the City upon request. Records must be kept to ensure proper maintenance of the facilities.

2.2 TREES

2.2.1 All tree trimmings shall be performed in accordance with the tree, shrub and other wood plan maintenance pruning practices outlined by the American National Standards Institute, Inc. (ANSI). However, such trimming and pruning is a minimum level and shall not relieve Licensee of other responsibilities set forth herein.

2.2.2 Trees shall be pruned as required to remove broken or diseased branches. The Licensee shall develop a pruning program, which will promote proper tree scaffolding, strength, and appearance consistent with its intended use. Licensee shall prune trees to allow wind to pass through the tree, reducing and preventing a "sail" effect.

2.2.3 Trees located adjacent to vehicular and/or pedestrian traffic ways shall be maintained so as not to obstruct vehicle and/or pedestrian visibility and clearance.

2.2.4 Fertilization shall be scheduled as often as required to keep trees in a healthy and desirable condition as outlined in the pruning specifications. Avoid applying fertilizer to root ball or base of main stem; instead, spread evenly in area of drip zone.

2.2.5 Tree stakes, ties, and guys shall be checked and corrected as needed. Ties will be adjusted to prevent girdling. Remove unneeded stakes, ties, and guys as required. Re-stake trees, as required, using lodge pole stakes.

2.2.6 Prune trees along sidewalks and cart paths to allow ten (10) foot clearance for pedestrians.

2.2.7 Ailing or stunted trees, which fail to meet expected growth will receive additional nutrient treatments to correct any deficiencies.

2.2.8 Surface roots, which become maintenance or appearance problems, will be removed or additional soil and sod cover shall be placed as required to prevent damage to adjacent areas, mowers, and golf carts.

2.2.9 Any tree requiring removal, at no fault of Licensee, shall be replaced by the Licensee, at City expense, with prior GSM approval.

2.3 SHRUBS

2.3.1 Prune shrubs to retain as much of the natural informal appearance as possible.

2.3.2 Shrubs used as formal hedges or screens shall be pruned as required to present a neat, uniform appearance.

2.3.3 Remove any spent blossoms or dead flower stocks as required to present a neat, clean appearance.

2.3.4 Plants growing over curbing and for sidewalks shall be trimmed on a natural taper rather than vertical so as not to appear to be hedged.

2.3.5 Schedule the application of a commercial fertilizer as often as required to promote optimum growth and healthy appearance to all shrubs.

2.3.6 Any plant requiring removal shall be replaced by the Licensee.

2.4 GROUND COVER - NATIVE GRASSES

2.4.1 Apply all chemical control (e.g. pesticides) as required to control or prevent pest infestations to protect ornamental plantings.

2.4.2 Trim ground cover adjacent to walks, walls and for fences as required for general containment to present a neat, clean appearance.

2.4.3 Cultivate and for spray herbicide to remove broad-leafed and grass weeds as required.

Shrub beds shall be maintained in a weed free condition.

2.4.4 Keep ground cover trimmed back from all controller units, valve boxes, quick couplers, or other appurtenances or fixtures. Do not allow ground covers to grow up trees, into curbs, or on structures or walls. Keep trimmed back approximately 4 inches from structure or walls.

2.4.5 Fertilization: Schedule fertilization of all ground cover areas with a commercial fertilizer as often as required to promote healthy appearance.

2.4.6 Ground cover plants shall be added, as needed, to ensure a solid mass planting in conformance with the original intent.

2.5 PEST CONTROL ON PLANTS

2.5.1 Licensee shall provide complete and continuous control and/or eradication of all plant pests or diseases.

2.5.2 Licensee shall supply the proper chemical designated for the pests to be controlled.

2.5.3 Licensee shall obtain all necessary regulatory permits and assume responsibility for the use of all chemical controls.

2.6 IRRIGATION SYSTEM

2.6.1 Efficient Use of Water:

2.6.1.1 Considerations must be given to soil texture, structure, porosity, water holding capacity, drainage, compaction, precipitation rate, run off, infiltration rate, percolation rate, evapotranspiration, seasonal temperatures, prevailing wind condition, time of day or night, type of grass, plant, and root structure. This may include syringing during the day and watering during periods of windy weather.

2.6.1.2 Licensee shall be responsible for daily monitoring all systems within premises and correcting for: coverage, adjustment, clogging of lines and sprinkler heads, removal of obstacles, including plant materials which obstruct the spray.

2.6.1.4 The soil moisture content on greens, tees and fairways shall be checked regularly and appropriate adjustments made. Adequate soil moisture shall be determined by visual observation, plant resiliency, and turgidity, examining cores removed by soil probe, moisture sensing devices and programming irrigation controllers accordingly.

2.6.1.5 Licensee shall observe and note deficiencies occurring from the original design of facilities and review these findings so necessary improvements can be considered.

2.6.1.6 All leaking or defective valves, lines and sprinkler heads shall be repaired within twenty-four (24) hours at the expense of the Licensee.

2.6.1.7 Licensee shall turn off all controllers when it is not necessary to irrigate due to adequate rainfall.

2.6.2 System Maintenance
Licensee is aware of the current state of the golf course irrigation system and accepts full responsibility for the repair and maintenance of the system as is. Any required replacements, repairs, and maintenance to existing components of the system to ensure the system remains in operation are the sole responsibility of the Licensee. Appropriate personnel shall be trained in the use of the master irrigation computer.

2.6.2.1 All controllers are to be kept pest-free and all parts and repairs necessary to maintain the operation are the responsibility of the Licensee.

2.6.2.2 Any repairs made by the Licensee shall be made in accordance with the industry standards and conforming to all related codes and regulations.

2.6.2.3 Licensee shall be responsible for adjusting the height of sprinkler risers necessary to compensate for growth of plant materials.

2.6.2.4 Sprinkler heads and valve boxes shall be kept clear of overgrowth which may obstruct maximum operation.

2.6.2.5 Repairs and/or upgrades made to the irrigation system must be made in accordance with the system's original design with products equal to or higher quality than currently provided.

2.6.2.6 2.7 ANIMAL AND RODENT CONTROL
Licensee shall continuously, at a minimum on a weekly basis, control and eradicate rodents and other animal pests as necessary to prevent hazards, holes, and destruction of plantings on golf course property. Damage to public or private property due to erosion because of rodent activity shall be repaired at the Licensee's expense.

2.8 WEED CONTROL OF PAVED SURFACES
Licensee shall control all weeds growing in cracks, expansion joints and other hard surfaces using chemical or mechanical weed control.

2.9 WEED CONTROL IN LANDSCAPE AREAS
Weed control in landscaped areas shall be accomplished by mulching and the use of both pre-emergent and post emergent herbicides.

2.10 STRING TRIMMERS
Care shall be exercised regarding the use of string trimmers to prevent damage to building surfaces, walls, header board, light fixtures, signage, etc. A minimum of 12" bare soil or mulched buffer zone shall be maintained around the circumference at the base of all trees in landscaped areas.

2.11 GREENS
Maintain all turf in accordance with playability and industry wide standards, observing the following minimum requirements:

2.11.1 Greens shall be mowed as needed with an approved greens reel type mower at a height of 5/32", or as recommended by the Licensee and approved by the GSM. Frequencies and height of cut may be modified from time to time as deemed necessary by the golf course Licensee. All grass clippings must be collected and removed from the site during each mowing operation, including dispersed in a method to prevent unplayable conditions.

Greens must be mowed, and rolled if performed, prior to first golfer of day reaching each respective green, including the putting green. Care will be given on clean up lap mowing to reduce turf loss and playability.

2.11.2 Ball cups are to be relocated daily to USGA Standards to enable worn turf spots to recover.

Putting and chipping green cups to be changed weekly. Hole positions will be rotated using front, middle, and back locations for each three-hole sequence.

2.11.3 Verticutting of greens shall be scheduled bi-weekly or more, including double verticutting, during periods of active turf growth. Each verticutting shall be at 90 degrees to the previous cut. Verticutting activities should match the agronomic requirements of plant growth. This function shall be coordinated to compliment the aerification and topdressing schedules. Combing or brushing may also be done. Verticut depth should be appropriate to playing conditions and agronomic needs. If play conditions are such that greens are not smooth for ball roll (bumpy), Licensee shall utilize verticutting and other agronomic methods to improve golf ball roll.

2.11.4 Aerify greens at least two (2) times per year, in April and August, or more frequently if needed, and remove plugs the same day. Aerification shall be carried out with a minimum of interference to play. Aerification shall be scheduled in November of each year for the following year. All aerification hole sizes, with a minimum of 5/8 inch hollow tine utilized, and spoil locations shall be pre-approved by the City. Aerification holes shall penetrate to a depth of three inches. Care should be taken to have as minimal disturbance to green surface from manual and equipment applications during aerification process. Aerification

of greens for agronomic purposes, other than annual regularly scheduled aerifications, shall be reviewed and scheduled with the golf professional to reduce golfer impact.

2.11.5 Following all annual regularly scheduled aerifications, a topdressing sand material shall be applied and brushed into the turf, with follow applications performed as needed.

Application shall be done with an approved topdressing spreader. Spot topdressing may be applied to repair damage from ball marks or any other damage. Light topdressing will be done every two weeks during the active growth season to maintain turf playability and agronomic conditions. Turf irrigation requirements shall be adjusted during process to ensure proper agronomic conditions are met.

2.11.6 Licensee shall have the soil analyzed after the start of the term of the contract and twice every year thereafter. Apply fertilizer and nutrients in the quantity and type recommended by soil analysis and growing conditions at the time of treatment and in a manner to provide uniform growth of turf. Under normal conditions, 0.5 to 1.2 pounds of actual nitrogen per thousand square feet shall be applied per growing month. Typically, a variety of granular slow-release types of material or liquid sprayable fertilizer may be utilized. Use of materials to control salt damage and water infiltration shall be applied to meet the requirements of the turf and playable conditions. Fertilizer shall be applied every three (3) weeks during the active growing season and every five (5) weeks for the remainder of the year.

2.11.7 Treat greens with proper chemicals to control insects, disease, weeds, and other pests.

2.11.8 Greens shall be kept free of foreign grasses and/or broad leaf weeds that tend to creep in from the edges.

2.11.9 EC readings should be taken during the spring and fall to determine salts levels and if they are above normal, corrective action taken to reduce to appropriate levels to promote optimum health of the turf.

2.11.10 Green speed should be consistent daily on all greens, with the difference between the lowest green speed and the highest green speed no more than one (1) foot in variance on the stimp meter throughout golf course. Green speeds should be no lower than 9 feet in average daily during the months of May, June, July, August, September, and October, and no lower than 9 feet 6 inches daily for the other months. Green speeds should be maintained as high as agronomic conditions and play conditions allow.

2.11 12 Debris from trees shall be cleaned prior to mowing and during day as needed to ensure quality playing conditions.

2.11.13 Ball marks shall be repaired regularly.

2.12 COLLARS, APPROACH, BANKS, AND GREEN SURROUNDS
Maintain all turf in accordance with playability and industry wide standards as determined by the GSM observing the following minimum requirements:

2.12.1 Collars shall be mowed a minimum of two (2) times each week to maintain a height of 1/2 inch, mowing with a triplex mower

2.12.2 Green surrounds shall be mowed a minimum of (1) time each week to maintain a height of one (1) to 1-1/4 inch or a height as recommended by the Licensee and approved by the

GSM. If a rotary mower is used, it shall be specifically designed to prevent scalping of the turf.

2.12.3 Fertilization frequency, types of material and analysis shall be determined from results of bi-annual soil nutrient level testing and growing conditions at the time of treatment.

Under normal conditions 0.25 to 0.75 pounds of actual nitrogen per thousand square feet shall be applied every six (6) weeks during the active growth season and every eight (8) weeks for the remainder of the year. Typically, combinations of granular slow-release type of materials may be utilized.

2.12.4 Mowing directions should be changed to prevent turf depressions and turf loss.

2.12.5 Approach shall be mowed a minimum of two (2) to three (3) times each week to maintain a height of 1/2 inches?? ,.

2.12.6 Grass clippings shall be removed and dispersed properly to not negatively affect golf play.

2.12.7 Bunker banks shall be mowed to ensure no rutting occurs and proper turf heights are maintained. If rutting occurs, areas shall be sodded for repair.

2.12.8 Verticutting shall be performed at least two (2) times per year. All other provisions of section 2.11.3 shall be followed.

2.12.9 Aerify at least two (2) times per year, in April and August, or more frequently if needed, and remove plugs the same day. Aerification shall be carried out with a minimum of interference to play. Aerification shall be scheduled in November of each year for the following year. All aerification hole sizes, with a minimum of 5/8 inch hollow tine utilized, and spoil locations shall be pre-approved by the City. Aerification holes shall penetrate to a depth of three inches. Care should be taken to have as minimal disturbance to the turf surface from manual and equipment applications during aerification process. Aerification for agronomic purposes, other than annual regularly scheduled aerifications, shall be reviewed and scheduled with the golf professional to reduce golfer impact.

2.12.10 Following all annual regularly scheduled aerifications, a topdressing sand material shall be applied as needed. Application shall be done with an approved topdressing spreader.

Turf irrigation requirements shall be adjusted during process to ensure proper agronomic conditions are met.

2.13 TEE MAINTENANCE
Maintain all turf in accordance with playability and industry wide standards, observing the following minimum requirements:

2.13.1 Service tees daily by moving tee markers, removing trash, and checking benches and ball washers. Change tee towels and water weekly and keep ball washers filled to proper level with water and appropriate cleaning agent. Tee markers shall be moved daily to healthy turf areas, placed at appropriate direction to play.

2.13.2 Mow tees two (2) times weekly with reel type mower, with baskets, at height of 1/2 inch or a height as recommended by the Licensee. All grass clippings will be collected and dispersed properly for playable conditions.

2.13.3 Aerify and top dress tees, with sand and mulch pre-approved by the GSM, at least two (2) times per year, or more frequently if needed, using the appropriate equipment with the minimum of interference to play. Aerification shall be carried out with a minimum of

interference to play and plugs removed the same day. Aerification shall be scheduled in November of each year for the following. All aerification hole sizes, with a minimum of 5/8 inch utilized, and spoil locations shall be pre-approved by the ACR. Care should be taken to have as minimal disturbance to tee surface from manual and equipment applications during aerification process.

2.13.4 Fertilization frequency, materials and analysis shall be determined from results of biannual soil nutrient level testing and growing conditions at the time of treatment. Under normal conditions, 0.25 to 0.75 pounds of actual nitrogen per thousand square feet shall be applied every six (6) weeks during the active growth season and every eight (8) weeks during the remainder of the year. Typically, combinations of granular slow-release type of materials may be utilized.

2.13.5 Repair worn and damaged turf areas as they occur by topdressing, over seeding or resodding to always ensure playability.

2.13.6 Tees shall be overseeded, following aerification and before topdressing at a rate of 10.33 Ibs. per thousand square feet of tee area.

2.13.7 Treat tees for control of insects, disease, weeds, and other pests as necessary to maintain healthy turf.

2.13.8 Trash receptacles are to be emptied daily.

2.13.9 A sand and seed container must be available on all Par 3 holes, for use in repairing divots.

A container must be set at each respective set of tee markers for each hole. Tee divots shall be filled with sand and seed at a minimum of once per week on all holes and twice per week on par 3 holes.

2.13.10 Ample score card and pencil supplies shall be kept in stock at the scorecard station between the No.1 green and the No. 2 tee.

2.13.11 Tee yardage plaques, stations and signs shall be maintained and always edged.

2.13.12 Tee station items, such as markers, signs, trash cans, ball washers, etc. shall be in good condition and repaired or replaced as needed.

2.13.13 Recycle trash containers shall be utilized and all recyclable glass and plastic bottles and aluminum cans shall be collected and turned into appropriate recycle centers.

2.14 FAIRWAY MAINTENANCE
Maintain all fairways in accordance with playability and industry wide standards as determined by the GSM, observing the following minimum requirements:

2.14.1 Mow fairway two (2) times weekly at height of 3/4 inch or at a height as recommended by the Licensee.

2.14.2 Aerify all fairways at least one (1) time a year. The equipment used to aerify the fairways shall be Power Take-Off (PTO), or self engine powered to enable a three (3) to five (5) inch coring depth (Toro ProCore or equivalent) utilizing hollow coring, with a minimum of % inch hollow tine, as recommended by the Licensee and approved by the GSM and cores shall be removed from the fairways. Aerification shall be scheduled in November of each year for the following year. All aerification hole sizes and spoil locations shall be preapproved by the GSM. Care should be taken to have as minimal disturbance to turf surface

from manual and equipment applications during aerification process. Slicing of the fairways at various intervals is recommended to promote turf growth, improve water infiltration, and improve salt damage.

2.14.3 Over seed all fairways once per year, in the fall and at a pre- approved date with the GSM and golf professional, with an 80/20 rye/blue seed mix, pre-approved by the GSM, at a minimum rate of 450 lbs. per acre. All seed shall be slit seeded into the soil to ensure adequate soil and seed contact. A post seed application of fertilizer (15-15-15 or equivalent) shall be applied with four (4) weeks of the over seed process at a rate of one (1) lb. per thousand of nitrogen. Over seed and topdress (or re-sod) worn or bare areas of fairways as necessary.

2.14.4 Treat turf to control weeds, invasive grasses (i.e. Kikuyu), diseases, insects, and other pests as necessary to maintain a weed free and healthy turf, and to eliminate weed infestation.

2.14.5 A proper fertilizing and nutrient program shall be performed per soil testing recommendations each calendar year. Fertilization shall occur a minimum of every six (6) weeks during the active growth season and every eight (8) weeks during the remainder of the year.

2.14.6 Policing to control litter shall be done on a regular basis for the removal of all paper, leaves, cans, bottles, tree branches, etc.

2.14.7 Excessive turf clippings shall be dispersed by a method of dragging, baskets, vacuumed or blown to ensure proper playable conditions are provided.

2.15 ROUGHS MAINTENANCE
Maintain all turf in accordance with playability and industry wide standards as determined by the ACR, observing the following minimum standards:

2.15.1 Mow one (1) time per week at a height of 1-1/2 inches, or a height as recommended by the Licensee.

2.15.2 Aerify all roughs at least one (1) time per year. The equipment used to aerify the fairways shall be Power take off (PTO) or self engine powered to enable a three (3) to five (5) inch coring depth (Toro Pro Core or equivalent), utilizing hollow tines, with a minimum % inch hollow tine. Aerification shall be scheduled in November of each year for the following year. All aerification hole sizes and spoil locations shall be pre-approved by the City. Care should be taken to have as minimal disturbance to green surface from manual and equipment applications during aerification process. Cores shall be removed from the roughs.

2.15.3 Overseed and top dress (or resod) worn or bare turf areas as necessary.

2.15.4 Fertilization frequency, materials and analysis shall be determined from results of biannual soil nutrient level testing and growing conditions at the time of treatment.

Fertilization shall occur a minimum of every six (6) weeks during the active growth season and every eight (8) weeks during the remainder of the year.

2.15.5 Treat turf to control weeds, disease, insects, and other pests as necessary to maintain a healthy turf and eliminate weed infestation.

2.16 OTHER TURF AND MAINTENANCE AREAS

2.16.1 All debris such as litter and branches shall be removed from the course.

2.16.2 All yardage, course markers, ropes and stakes, and signage shall be straight and damage free, and repaired and replaced as needed.

2.16.3 Any item that is a safety hazard shall be repaired or replaced immediately.

2.16.4 Licensee shall submit annually to the City a written Integrated Pest Management (IPM) program for the following 12 months detailing annual fertilizer, pesticide, fungicide, and other related applications for the golf course.

2.16.5 Licensee shall be responsible for repair and service of injection machines and holding tanks (if utilized by Licensee)

2.16.6 Licensee shall utilize wood chipping machinery to produce wood chips from tree pruning and care. Wood chips may be spread throughout golf course in pre-approved areas. No permanent dumping of course debris, such as branches, wood stumps, etc. is approved on the property. Licensee is responsible for costs associated with any removal of debris.

Any other course generated debris such as earthen spoils shall be dispersed at locations and with methods pre-approved by the City.

2.16.7 Turf areas surrounding the clubhouse shall be mowed one (1) time per week at a height of 1-1/2 inches.

2.16.8 Licensee shall provide, at Licensees sole expense and liability, an effective goose control program to eliminate goose activities, including use of control dog, motorized handcontrolled boats, noise makers, and other methods.

2.17 SAND BUNKERS

2.17.1 Sand bunkers shall be cleaned and raked, by mechanical method or by hand, a minimum of three (3) times per week.

2.17.2 Sand depth shall be randomly checked monthly for depth of sand and shall be maintained no less than four (4) inches deep. Additional sand shall be added as necessary, at Licensee’s/Tenant’s expense.

2.17.3 Turf shall be mechanically edged along sand bunker edges at a minimum monthly, or more frequently if required, to ensure a neat appearance. Care shall be taken to maintain the design outline of the bunkers to ensure the integrity of the bunker shape. Chemical control of sand edges through use of a non-selective herbicide or growth regulator around sand bunkers shall be allowed.

2.17.4 Excess sand in the turf surrounding the trap shall be removed on a regular basis.

2.17.5 A minimum of two (2) to five (5) rakes are to be available, depending on bunker size, at all sand bunkers always.

2.17.6 Bunker sand shall be cultivated as needed, or at a minimum of once per month, to ensure sand is not compacted. Methods should be used to not disturb existing soil below the sand.

2.17.7 All debris such as pine needles and cones, branches and other debris shall be removed as needed to ensure playable conditions and reduce sand contamination.

2.17.8 Excessive water ponding and silt accumulated by rain falls and irrigation applications shall be removed prior to bunker raking.

2.18 CLUBHOUSE AREAS

2.18.1 Shrub Beds

2.18.1.1 Clean up shall occur on a regular basis to ensure that beds are kept free of trash and debris such as paper, cans, and bottles, fallen branches, excessive leaves, and weeds.

2.18.1.2 A fertilizer program shall be a minimum of four (4) applications per year or as needed for health and color.

2.18.1.3 Spent flowers, leaves and other landscape debris shall be removed from plant areas daily, or as required.

2.18.2 Seasonal Color Beds

2.18.2.1 All color beds shall be regularly cleaned of paper, bottles, and cans, fallen branches, excessive leaves, and weeds.

2.18.2.2 Weed control shall be accomplished by use of pre-emergent, selective herbicides, mulch, and manual weeding. A pest control spray program shall be done as often as necessary for pest control.

2.18.2.3 Beds shall be cultivated by mechanical means on a regular basis.

2.18.2.4 Color plants shall be replaced a minimum of twice annually. The replacement plants shall be 4-inch potted size, spaced per industry standards and planted with the appropriate soil amendments.

2.18.3 Periphery Areas

2.18.3.1 All periphery areas shall be maintained in a manner consistent to industry standards to always ensure a healthy and aesthetically pleasing appearance.

2.18.3.2 Areas shall be mowed, weeded, cleaned of litter and other debris on a regular basis (a minimum of once per week). Watering should occur if the area is covered by the irrigation system.

2.18.3.3 Special attention shall be given to periphery areas adjacent to public roadways since these areas are highly visible to the public and constitute a "first impression" of the overall service level of the course.

2.18.3.4 All areas are to be inspected for erosion problems and repaired as needed.

2.19 PARKING LOTS

2.19.1 Parking lots are to be maintained in a safe condition for use by both vehicles and pedestrians, and cleaned as necessary to ensure a clean, crisp appearance free from litter and debris, including all landscaped planters on or adjacent to the lots.

2.20 GRAFFITI

2.20.1 Golf course shall be inspected daily for evidence of graffiti. Special attention shall be given to restrooms, signs, markers, block walls, curbing, paving, tees, utility poles/boxes and/or any other structures of fixtures.

2.20.2 All graffiti shall be eradicated within twenty-four (24) hours of detection.

2.20.3 Graffiti requiring paint over shall be painted over with a color consistent with that of the original surface.

2.20.4 Graffiti on non-painted surfaces shall be removed by sand or water blasting and area returned to the preexisting condition.

2.21 COURSE ACCESSORY EQUIPMENT
All accessory equipment must be maintained in a clean, safe, functioning condition always and repainted as required to present an aesthetically pleasing appearance. Accessory equipment shall include, but not be limited to the following:

NOTE: Must be same or equal to current.

Signage, Shoe brushes, Trash receptacles, Ash urns Greens cups, NCGA Tee markers, Benches, Sand rakes, Flags and poles, Ball washers, Fairway yardage poles, and sprinkler yardage markers.

2.22 CART PATH/STEPS/RAMPS/WALKWAYS/BRIDGES

2.22.1 To be swept or blown clean of debris every Friday or more often as needed.

2.22.2 Concrete paths to be edged and scraped clean a minimum of one (1) time per month, or as needed.

2.23 RESTROOMS

2.23.1 Restrooms shall be cleaned and sanitized once daily using cleaning and sanitizing agents recognized for use in public restrooms.

2.23.2 Maintenance shall include, but not limited to:

Sweeping and mopping floor, Cleaning and sanitizing basins, metal fixtures, urinals, toilets, and trash receptacles; Cleaning and polishing mirrors

2.23.3 Paper supplies shall be checked and restocked daily, or as needed.

2.23.4 Walls, ceilings, screens, and windows shall be cleaned monthly, or as needed.

2.23.5 Leaky or malfunctioning fixtures shall be repaired/replaced immediately upon detection.

2.23.6 Lighting fixtures are to be checked daily with relamping of faulty fixtures provided as needed at time of detection.

2.23.7 Restroom floors which are wet for any reason, including mopping, shall be so marked with proper temporary signage.

2.24 CONSTRUCTION AND/OR REMODELING
All changes in the physical characteristics of any portion of the courses or structures, such as:
addition or removal of sand traps, trees, water hazards, native vegetation or other features shall require prior approval by the GSM.

3.0 EXTERIOR OF THE CLUBHOUSE, RESTROOM BUILDINGS, STRUCTURES AND GROUNDS

The City will be responsible for major repairs and maintenance of the building exteriors such as roof repairs, structural or water damage. The Licensee shall be responsible for the maintenance and repair of the Maintenance facility interior unless repairs are major and were not caused as a result of negligence or purpose by the Licensee.