Calistoga City Council
October 4, 2022

Mayor
Chris Canning
Vice Mayor
Irais Lopez-Ortega
Councilmembers
Lisa M. Gift
Gary Kraus
Donald Williams
AGENDA
City Council - Regular Meeting
Tuesday, October 4, 2022 - 6:00 PM
Calistoga Community Center
1307 Washington Street, Calistoga, CA 94515
And Via Zoom

* COVID-19 NOTICE *

THIS MEETING WILL BE CONDUCTED PURSUANT TO THE PROVISIONS OF GOVERNMENT CODE SECTION 54953 (AS AMENDED BY AB 361) WHICH AUTHORIZES TELECONFERENCED MEETINGS UNDER THE BROWN ACT DURING CERTAIN PROCLAIMED STATES OF EMERGENCY. THE GOVERNOR OF CALIFORNIA PROCLAIMED A STATE OF EMERGENCY RELATED TO COVID-19 ON MARCH 4, 2020.

THIS TELECONFERENCED MEETING IS NECESSARY SO THAT THE CITY CAN CONDUCT ESSENTIAL BUSINESS AND IS PERMITTED UNDER GOVERNMENT CODE 54953 IN ORDER TO PROTECT PUBLIC HEALTH AND SAFETY OF ATTENDEES.

City Councilmembers and staff essential to this meeting will be present at the meeting or may teleconference into the meeting.

Below is information on how the public may observe and participate in the meeting. The City recognizes that not all residents have the same ways to stay engaged, so several alternatives are offered as shown below:

1. Watch on your TV – Napa Valley TV Channel 28 (call your cable provider to ensure you have a City of Calistoga coded cable box)

1. Listen or participate via your phone – dial 1-669-900-6833, enter webinar ID: 829-0729-5419, password: 123201

2. Watch or participate online via Zoom - click this link and enter password: 123201

3. Watch online via YouTube Live at youtube.com/cityofcalistoga

4. Attend In-Person
COMMENT ON THIS MATTER DURING THE MEETING: Please participate in the meeting by providing public comment on any item on the agenda or any item of municipal concern. In Person: Fill out a Speaker Card and provide to the City Clerk before the meeting begins. Virtual (Zoom): click the "Raise Your Hand" button to request to speak when Public Comment is being taken on the Agenda item. You will be unmuted when it is your turn to make your comment for up to 3 minutes. After allotted time, you will be re-muted. Instructions for how to "Raise Your Hand" are available at: https://support.zoom.us/hc/en-us/articles/205566129-Raise-Hand-InWebinar.

WRITTEN COMMENTS: Alternatively, you may provide public comment on any item on the agenda or any item of municipal concern via email. Please submit your comment, limited to 350 words or less, via email to [email protected]. Written public comments submitted by email should clearly indicate the Agenda Item No. or specify “Oral Communications” in the Subject Line for items not on the agenda and are requested to include the submitter’s full name. Comments received by 2:00 p.m. on the day of the meeting will be shared with the City Council before the meeting, posted online with the agenda packet and included in the record but will not be read aloud. Comments received after 2:00 p.m. will be made part of the written record but will not be read verbally at the meeting. The City of Calistoga thanks you in advance for taking all precautions to prevent spreading the COVID-19 virus. Note: The methods of observing or listening to the meeting or providing public comments may be altered or the meeting may be cancelled, if needed, due to certain technical disruptions.

Page

1. CALL TO ORDER – ROLL CALL - SALUTE TO THE FLAG

2. REPORT FROM CLOSED SESSIONS

3. ORAL COMMUNICATION ON CONSENT ITEMS OR NON-AGENDA ITEMS This time is set aside to receive comments from the public regarding matters on the Consent Calendar or matters of municipal concern not on the agenda.

Pursuant to Government Code section 54954.3 (the Brown Act), however, the Council cannot consider any issues or take action on any requests during this comment period. Speakers are encouraged to limit their comments to 3 minutes maximum so that all speakers have an opportunity to address the City Council.

4. ADOPTION OF MEETING AGENDA

5. CITY MANAGER’S REPORT

6. CONSENT CALENDAR

6.1. Consider adopting a Resolution that amends the Unrepresented Employees' salary schedule by including the newly-authorized position of Management Analyst I/II and adds the temporary, at-will classification of Non-Classified Employee-Professional/Technical.

Recommended Action: Adopt Resolution approving an amendment to the Unrepresented Employees' salary schedule.

Staff Report & Attachment
4 - 6

7. GENERAL GOVERNMENT

7.1. Consider adopting a Resolution that Approves and Authorizes the Purchase and Sale Agreement and Escrow Instructions and the Declaration of Covenants and Restrictions with the County of Napa for the Purchase of the Entire Napa County Fairgrounds (APNS 11-140-055, 011-140-006, 011-140-007 and 011-481-022) (approximately 70.6 acres).

Recommended Action: Adopt Resolution
Staff Report & Attachments
Item 7.1 - Supplemental - Revisions - Handout provided during meeting 7 - 77

7.2. Discussion and direction regarding Fairground acquisition funding.

Recommended Action: Discuss and provide direction regarding Fairground acquisition funding.

Staff Report - Discussion and Direction Regarding Fairground Acquisition Funding - Pdf
Supplemental: PowerPoint Calistoga CFD Formation - Introduction & Process 220930
Item 7.2 - Supplemental Public Comment - Redacted
78 - 98

8. COUNCIL REQUESTS AND IDEAS FOR DISCUSSION

9. ADJOURNMENT
NOTICE: If you challenge a city’s zoning, planning, or other decision in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the City Council at, or prior to, the public

hearing. Judicial review of any City administrative decision may be had only if a petition is filed with the court not later than the 90th day following the date upon which the decision becomes final. Judicial review of environmental determinations may be subject to a shorter time period for Litigation, in certain cases 30 days following the date of final decision.

Pursuant to GC §54957.5 any writings/documents provided to a majority of the City Council regarding any item on this agenda will be made available for public inspection on the City website at www.ci.calistoga.ca.us.

AMERICANS WITH DISABILITIES ACT: The City can provide special assistance for persons with disabilities to participate in public meetings. To make a request for disability-related modification or accommodation please contact the City Clerk at [email protected] or (707) 942-2807. If you need assistance or accommodation, please provide notice at least 48 hours prior to the meeting. For TTY/ Speech-to-Speech users, dial 7-1-1 for the California Relay Service, offering free text-to-speech, speech-to-speech, and Spanish language services 24 hours a day, 7 days a week.

Se les pide por favor que avise con 48 horas de anticipación cuando haga un pedido para asistencia. Esto les da suficiente tiempo antes de la junta para permitir que la ciudad tome medidas razonables.

POSTING: I declare a copy of this agenda was posted at City Hall, 1232 Washington Street, Calistoga, among other locations in the city limits of Calistoga, on September 27, 2022, by 4:30 p.m.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Marc Fox, Acting Administrative Services Director Meeting: City Council - Oct 04 2022
Subject: Resolution Approving an Amendment to the Unrepresented Employees' Salary Schedule by adding the classifications of Management Analyst I, Management Analyst II, and Non-Classified Employee Professional/Technical.

DESCRIPTION:

Consider adopting a Resolution that amends the Unrepresented Employees' salary schedule by including the newly-authorized position of Management Analyst I/II and adds the temporary, at-will classification of Non-Classified Employee-Professional/Technical.

RECOMMENDATION:

Adopt Resolution approving an amendment to the Unrepresented Employees' salary schedule.

BACKGROUND/SUMMARY:

Effective July 1, 2022, the City Council's adopted budget includes one Management Analyst I/II position. This is a new classification and the Management Analyst I/II classification has not yet been placed on the unrepresented employees' salary schedule. The City is unable to begin recruitment to fill the Management Analyst I/II position without first establishing the classification's (position's) pay.

The proposed Resolution places the Management Analyst I on Grade 30, which has a Step 1 wage of $6,889 per month and a Step 5 wage of $8,373 per month. The proposed wage for Management Analyst II is three wage steps (15%) greater, with a maximum monthly salary of $9,693.

It is recommended to add the classification of Non-Classified Employee-Professional/Technical. This is a temporary, at-will classification where, under general supervision of a professional or management City staff member, the individual performs various types of work/project assignments at the professional and/or technical level in City departments. Any employees in this temporary, at-will class are restricted to assignments of a consulting, professional, and/or technical level on specific projects and assignments that are temporary in nature. This classification is used when the temporary employee is not performing the full range of duties in an existing City classification. The use of this temporary employee classification may result in some cost savings as use of a consulting agency would not be needed. The proposed wage for Non-Classified Employee-Professional/Technical is $15.50 to $150 per hour and the individual employee's appointment will be at a pay rate commensurate with the market for similar type and level of work.

CEQA STATUS:

Not applicable.

FINANCIAL IMPACT:

Item #6.1.

There is no fiscal impact in adoption of the proposed Resolution as the proposed action does not increase/decrease the number of authorized positions. The proposed Resolution provides an administrative step in City staff implementing the City Council's FY2022/23 adopted budget with the inclusion of one Management Analyst I/II position. Any use of the Non-Classified EmployeeProfessional/Technical would be based on the department's existing budget.

ATTACHMENT(S):

Resolution Amending Unrep Employees Salary Schedule
APPROVAL(S):

Laura Snideman, City Manager Approved - Sep 23 2022
Marni Rittburg, City Clerk Approved - Sep 27 2022
Item #6.1.

RESOLUTION NO. 2022-___

RESOLUTION OF THE ICYT COUNCIL, OF THE CITY OF CALISTOGA, COUNTY OF

NAPA, STATE OF CALIFORNIA APPROVING AN AMENDMENT TO THE UNREPRESENTED EMPLOYEES’ SALARY SCHEDULE
WHEREAS, the City of Calistoga revised the unrepresented employees’ salary schedule effective January 1, 2022, based on amendments to wages, hours of work, and other terms and conditions of employment for the City’s unrepresented employees; and WHEREAS, effective July 1, 2022, the City of Calistoga adopted a new operating budget for the period of July 1, 2022, through June 30, 2023 which includes, in part, one position of Management Analyst I/II; and
WHEREAS, there is not an established salary/wage for the classification of Management Analyst I/II; and
WHEREAS, the City finds it advantageous to establish the temporary, at-will classification of Non-Classified Employee-Professional/Technical.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Calistoga hereby amends the unrepresented employees’ salary schedule by inserting:

Classification and Pay
Rates
Range Step 1 Step 2 Step 3 Step 4 Step 5
Management Analyst I
Effective July 1, 2022
30 $6,889 $7,233 $7,595 $7,974 $8,373
Management Analyst II
Effective July 1, 2022
36 $7,974 $8,373 $8,792 $9,231 $9,693
Non-Classified EmployeeProfessional/Technical
Effective October 4, 2022
TBD $15.50 to $150.00 per hour
TBD – Administrative Services Director to
assign the range number
PASSED, APPROVED AND ADOPTED this 4th day of October 2022. I,

MARNI RITTBURG, CITY CLERK OF THE CITY OF CALISTOGA, HEREBY CERTIFY the foregoing resolution was introduced and passed at a regular meeting of the Calistoga City Council by the following roll call vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED:
______________________________ ______________________________ Marni Rittburg, CMC, City Clerk Chris Canning, Mayor
Item #6.1.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Laura Snideman, City Manager
Meeting: City Council - Oct 04 2022
Subject: Consideration of a Resolution Approving and Authorizing the Purchase and Sale Agreement and Escrow Instructions and the Declaration of Covenants and Restrictions with the County of Napa for the Purchase of the Napa County Fairgrounds
DESCRIPTION:

Consider adopting a Resolution that Approves and Authorizes the Purchase and Sale Agreement and Escrow Instructions and the Declaration of Covenants and Restrictions with the County of Napa for the Purchase of the Entire Napa County Fairgrounds (APNS 11-140-055, 011-140-006, 011-140-007 and 011-481-022) (approximately 70.6 acres).

RECOMMENDATION:

Adopt Resolution
BACKGROUND/SUMMARY:

In 2016, the City Council appointed an ad hoc Council Committee to discuss the creation of a Joint Powers Authority with Napa County for the Napa County Fairgrounds, pursuant to which the City and the County would jointly operate the Fairgrounds. In March 2018, following the reordering of priorities by the County, the ad hoc committee shifted focus and began discussions with the County related to the purchase by the City of some or all the Fairgrounds.

Over the course of the following two years the City and County negotiated for the City to purchase approximately 34.3 acres of the Fairgrounds property. The Fairgrounds property was at that time the home to the Napa County Fair in Calistoga, the Calistoga Speedway, the St Helena RV Park, several buildings, and other community facilities.

On January 23, 2019, the Planning Commission considered the location, purpose, and extent of the acquisition of the approximately 34.3 acres of the Fairgrounds property pursuant to Government Code 65402(a) and confirmed that the acquisition of the Property was in conformity with the City’s General Plan and was consistent with Objective OSC-4.5 and General Plan Policies P4.5-1, P4.5-2, and A4.5-

1. Unfortunately, in May 2020, due to the unprecedented financial conditions associated with the COVID19 Pandemic, the City and the County mutually concurred that the transaction contemplated by the Purchase and Sale Agreement should not move forward due to changed circumstances related to the COVID-19 crisis; accordingly, the City and County both moved to terminate the Purchase and Sale Agreement.

Item #7.1.

In the fall of 2021, the City reached out to the County to determine if there was interest in selling the entire Fairgrounds property (approximately 70.6 acres) (the “Property”). The additional acreage primarily consists of the 9-hole golf course, pro shop and 2 residences.

The City Council appointed a Subcommittee consisting of Mayor Canning and Councilmember Williams to work with the City Attorney and City Manager to negotiate a new Purchase and Sale Agreement with the County. On September 8, 2022, the City’s negotiating team completed negotiation of the major terms and conditions of the Purchase & Sales Agreement (“PSA”) and Declaration of Covenants and Restrictions (“Declaration”) including provisions for sharing of certain future net revenues and certain RHNA credits attributable to the Property (Attachment 2). Under the proposed terms of the PSA the City would purchase approximately 70.6 acres at $225,000 per acre for the approximate total purchase price of $15,885,000.

In terms of funding the acquisition, the City has determined that the most appropriate financing mechanism to fund the acquisition of the Property and the necessary repairs and improvements would be the formation of a Community Facility District (“CFD”) in accordance with the Mello-Roos Community Facilities Act of 1982, and the issuance of tax-exempt bonds. The formation of the CFD was the topic of the City Council’s September 13, 2022 Special Meeting, at which the City Council authorized the hiring of certain professionals to assist the City in the formation of the CFD, the conducting of a special election and the preparation of financing documents required to issue and deliver bonds to finance the Fairgrounds acquisition, along with the necessary repairs and improvements.

DISCUSSION:

Under the terms of the PSA and Declaration, the City would acquire the entire Fairgrounds property (approximately 70.6 acres) for $225,000 per acre, in an “as is condition”, for the total estimated price of $15,885,000 - subject to the City’s ALTA Survey of the property to determine the exact acreage (the “Purchase Price”). The per acre price is the same as agreed to by the City and County in the 2019 Purchase and Sale Agreement for the 34.3 acre portion of the Fairgrounds property.

Within three days of execution of the PSA by the City and the County (the “Effective Date”) the City is required to post a $100,000 refundable deposit which will be applied towards the Purchase Price of the Property.

Once the parties sign the PSA, a due diligence period of one-hundred and eighty days (180) will commence (“Due Diligence Period”). During the Due Diligence Period, the City will undertake a review of all entitlements other matters concerning the Property and conduct inspections, investigations, tests, and surveys of the Property. Additionally, the City will review the current leases associated with the Property.

Also, under the PSA, the City will have until June 30, 2023 (“Financing Contingency Period”) to determine in the City’s sole discretion that the City has the funds in hand that it requires to purchase the Property and to make the necessary repairs and upgrades to the Property. During the Financing Contingency Period, the City will form the CFD, conduct a special election and, if the voters so approve (by a 2/3rds vote of returned ballots) the CFD will be activated and available to levy the special tax; the City will then prepare the financing documents required to issue and deliver bonds to finance the Fairgrounds acquisition and the necessary repairs and improvements to the Property. If the election is unsuccessful, the CFD process is abandoned and the City has the right to terminate the PSA and receive the return of the $100,000 Deposit.

Item #7.1.

Prior to the expiration of the either the Due Diligence Period or the Financing Contingency Period, the City may waive the contingencies or terminate the PSA. If the City terminates the PSA prior to the expiration of the Due Diligence Period or the Financing Contingency Period, the City is entitled to receive a refund of the $100,000 Deposit.

Upon the expiration of the Financing Contingency Period, if the City elects to proceed with the acquisition, the City will have thirty (30) days to close escrow and deposit the balance of the Purchase Price into escrow. Escrow is expected to close on July 31, 2023.

Other terms of the PSA and the Declaration include the following:

1.City to Share Certain Future Net Revenues from the Property with the County A revenue sharing provision is included in the PSA and the Declaration for a period of twenty (20) years or until the City no longer owns any portion of the Property, whichever occurs first:
• Net Proceeds of any future sale of the Property in excess of current, fair market value, less betterments made by the City will be subject to net revenue sharing on a sliding scale starting at 50%/50% and reduced 2.5% each year over the next 20 years. • Any long-term leases (defined as leases of 50 years or more) which the City may enter into with a third party for purposes other than existing historic primary uses (RV Park, event center, fair grounds, public facilities, race track, telecom leases, golf course, clubhouse, hotel parking, PG&E use) would be subject to net revenue sharing on a sliding scale starting at 50%/50% and reduced 2.5% each year over the next 20 years.
• No net revenue sharing of any income produced from existing leases or uses or any expansion of such leases or uses.

2.City to Share Certain Future Regional Housing Needs Allocation (RHNA) Credits with the County
In the event the construction of any housing units on the Property are completed during the next three (3) RHNA cycles, or twenty-four (24) years, whichever occurs first, the RHNA Credits for such units shall be split between the County (80%) and the City (20%). After this period, any and all RHNA Credits pertaining to the Property shall be credited 100% to the City.

3.City to Reimburse County for Certain Property Maintenance Costs Pending Closing Beginning March 1, 2023, if the PSA has not been previously terminated, through the Closing or the date the PSA is terminated, whichever occurs first, the City shall reimburse the County on a monthly basis for its actual cost, up to Fifteen Thousand Dollars ($15,000) per month and no more, that the County incurs beginning March 1, 2023 for maintenance of the portion of the Property that is used as a golf course, including its use for the City’s recycled water.

Staff recommends execution of the PSA, with the Due Diligence and Financing Contingencies providing the City the right to terminate the PSA and receive a return of the $100,000 Deposit in the event the City determines in its discretion that the City does not wish to, or cannot, proceed to the purchase of the Property. If the Due Diligence and Financing Contingencies are satisfied, the City’s acquisition of the will allow the Property to continue to be utilized in the same manner as community facilities, which provide important benefits to the community.

Item #7.1.

The recommended resolution (“City Council Resolution”) authorizes and approves the PSA and Declaration and authorizes the City Manager to execute the PSA and Declaration and any and all other documents necessary to effect the transfer of the Property subject to the completion and satisfaction of the Due Diligence Contingency and the Financing Contingency.

CONSISTENCY WITH CITY COUNCIL GOALS AND OBJECTIVES:

The recommended action conforms to Council Goal 1: Maintain and enhance the economic vitality of the community and the financial stability of the City, specifically Priority Project #4: Support long-term land stewardship of the Napa County Fairgrounds.

CEQA STATUS:

The proposed purchase of the Property has been reviewed in accordance with the California Environmental Quality Act (“CEQA”), and Staff has determined that the proposed purchase itself will not have an impact on the environment and is therefore exempt from CEQA review pursuant to CEQA Guidelines Section 15061(b)(3), the “general rule” exemption, which states that, where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is exempt from CEQA. The proposed action would only transfer ownership of the Property. Any future development or new uses of the Property, following its purchase by the City, will be subject to the appropriate level of CEQA analysis at the time it is proposed.

FINANCIAL IMPACT:

In order to acquire the Fairgrounds Property and make the necessary repairs and improvements, the City Council intends to proceed with the formation of a CFD, hold an election and if the election is successful, issue and sell tax tax-exempt bonds. To fund the purchase deposit, conduct the required due diligence activities, form the CFD, hold the election, and issue the bonds, a budget adjustment will be made to the Fiscal Year 2022-2023 Operating Budget transferring an additional $150,000 to the Fairgrounds Capital Project Account No. 5592.

ATTACHMENT(S):

Fairgrounds PSA Resolution
FINAL - Fairgrounds PSA
APPROVAL(S):

Laura Snideman, City Manager Approved - Sep 27 2022
Marni Rittburg, City Clerk Approved - Sep 27 2022
Item #7.1.

1 ATTACHMENT 1
RESOLUTION NO. 2022 - _________

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA APPROVING AND

AUTHORIZING THE PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS

AND DECLARATION OF COVENANTS AND RESTRICTIONS WITH THE COUNTY OF NAPA FOR THE PURCHASE OF THE ENTIRE NAPA COUNTY FAIR GROUNDS AND ST. HELENA R.V. PARK AT 1435 AND 1601 N. OAK STREET (APNS 11-140-055, 011-140-006, 011-140- 007 AND 011-481-022); APPROVING A BUDGET ADJUSTMENT TO THE FISCAL YEAR 2022-2023 OPERATING BUDGET; AND FINDING THAT THE PROJECT IS EXEMPT FROM CEQA
WHEREAS, over the course of two years in 2018 and 2019, the City and County negotiated for the City to purchase approximately 34.3 acres of the Fairgrounds property in Calistoga located at 1435 and 1601 N. Oak; the Property was at that time the home to the Napa County Fair in Calistoga, the Calistoga Speedway, the St Helena RV Park, several buildings, and other community facilities, which provide important public benefits to the community; and WHERES, due to the unprecedented financial conditions associated with the COVID19 Pandemic, the City and the County in May 2020 mutually concurred that the transaction contemplated by the Purchase and Sale Agreement should not move forward due to changed circumstances related to the COVID-19 crisis; accordingly, the City and County both moved to terminate the Purchase and Sale Agreement; and
WHEREAS, in the fall of 2021, the City reached out to the County to determine if there was interest in selling the entire Fairgrounds property (approximately 70.6 acres); the additional acreage primarily consists of the closed 9-hole golf course, pro shop and other outbuildings, which also provide important public benefits to the community; and WHEREAS, The City Council appointed a Subcommittee consisting of the Mayor and City Councilmember Williams to work with the City Attorney and City Manager to negotiate a new Purchase and Sale Agreement with the County; and
WHEREAS, during the negotiations the City staff evaluated alternative methods of funding the purchase of the Fairgrounds Property and necessary repairs and improvements, and it was determined that the most appropriate financing mechanism would be the formation of a Community Facility District (“CFD”) in accordance with the Mello-Roos Community Facilities Act of 1982, and the issuance of tax-exempt bonds; and
WHEREAS, the formation of the CFD was the topic of the City Council’s September 13, 2022 Special Meeting, at which the City Council authorized the hiring of certain professionals to assist the City in the formation of the CFD, the conducting of a special election and the preparation of financing documents required to issue and deliver bonds to finance the Fairgrounds acquisition and necessary repairs and improvements; WHEREAS, on September 8, 2022, the City’s negotiating team completed negotiation of the terms and conditions of the Purchase & Sales Agreement and Escrow Instructions (“PSA”) and Declaration of Covenants and Restrictions (“Declaration”) including provisions for certain sharing of certain future net revenues and certain RHNA credits attributable to the Property; and WHEREAS, under the proposed terms of the PSA the City will purchase approximately

70.6 acres at $225,000 per acre for the approximate total purchase price of $15,885,000, with the final price subject to confirmation of the exact acreage pursuant to the City’s survey; and Item #7.1.

2 WHEREAS, within three days of the execution of the PSA by both the City and the County, the City is required to post a $100,000 refundable deposit in an escrow account which will be applied to final purchase of the Property unless the City terminates the PSA before the close of the Due Diligence Period and/or the Financing Contingency Period; and WHEREAS, the PSA provides the City with a one-hundred and eighty day (180) Due Diligence Period to undertake inspection and review the Property and improvements and a Financing Contingency Period until June 23, 2023 for the City to determine if it has the funds in hand that it requires to purchase the Property and to make the necessary repairs and improvements to the Property; and
WHEREAS upon the expiration of the Financing Contingency Period, the City will have thirty (30) days to close escrow and deposit the balance of the Purchase Price into escrow; and WHEREAS, on January 23, 2019, the Planning Commission considered the location, purpose, and extent of the acquisition of the approximately 34.3 acres of the Fairgrounds property pursuant to Government Code 65402(a) and confirmed that the acquisition of the Property was in conformity with the City’s General Plan and was consistent with Objective OSC4.5 and General Plan Policies P4.5-1, P4.5-2, and A4.5-1; and WHEREAS, Staff has reviewed the proposed purchase of the Property in accordance with the California Environmental Quality Act and determined that the purchase itself will not have an impact on the environment and is therefore exempt from CEQA review pursuant to CEQA Guidelines Section 15061(b)(3), the “general rule” exemption, which states that, where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is exempt from CEQA. The proposed action would only transfer ownership of the Property. Any future development or new uses of the Property, following its purchase by the City, will be subject to the appropriate level of CEQA analysis at the time it is proposed; and
WHEREAS, a Budget Adjustment to the Fiscal Year 2022-2023 Operating Budget appropriating $150,000 from the General Fund reserves to Fairgrounds Capital Project Account No. 5592 is necessary to fund the deposit and conduct due diligence activities, form the CFD, hold the election, issue the bonds; and
WHEREAS, funds for the acquisition of the Property and the necessary repairs and improvements to the Property will be derived from bond proceeds issued after the formation of the CFD and the approval by 2/3rds of the returned ballots in the election, pursuant to separate City Council actions; and
WHEREAS, the acquisition of the Property supports Council Goal 4: Expand and improve recreational and community facilities.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Calistoga that the City Council does the following does hereby resolve, determine and find as follows:

1. The above referenced recitals are true and correct and are incorporated into and form a material part of this Resolution.

2. The City Council hereby approves and authorizes the purchase of the Napa County Fairgrounds Property containing approximately 70.6 acres (the “Property”) for Two Hundred Twenty-Five Thousand Dollars per acre ($225,000/acre) or $15,885,000 (the “Purchase Price”) subject to the final determination of the acreage of the Property pursuant to City’s survey.

3. The City Council hereby approves and authorizes the City Manager to execute the Purchase and Sale Agreement and Escrow Instructions (“PSA”) and Declaration Of Covenants and Restrictions (“Declaration”) with the County for the purchase of the Property, in a substantially similar form as provided in Exhibit 1.

Item #7.1.

3 4. The City Council hereby approves a Budget Adjustment to the Fiscal Year 2022-2023 Operating Budget appropriating $150,000 from General Fund reserves to Fairgrounds Capital Project Account No. 5592.

5. The City Manager, and her directed staff, are hereby authorized and directed staff to deposit One Hundred Thousand Dollars ($100,000.00) (“Deposit”) in the form of a cashier’s check or wire transfer to Placer Title Company, 5 Financial Plaza, #205, Napa, California 94558 and to further execute the Escrow instructions.

6. The City Manager is hereby authorized and directed to execute a Certificate of Acceptance accepting Grant Deed(s) on behalf of the City of Calistoga, in a form approved by the City Attorney, conveying fee title to the Property after the satisfactory close of the Due Diligence Period and the Financing Contingency Period and pursuant to the terms of the PSA.

The City Manager is hereby authorized and directed to take all other actions and to execute all other documents as necessary or reasonably required to carry out, give effect to, and consummate the transaction contemplated by this Resolution and to take all action necessary in conformity therewith.

7. The proposed purchase is exempt from CEQA review pursuant to CEQA Guidelines Section 15061(b)(3), the “general rule” exemption where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.

8. The determinations, approvals and authorizations set forth in this Resolution are subject to the Planning Commission adopting a resolution prior to the Close of Escrow (as defined in the PSA) that the purchase of the 70.6 acre Fairgrounds property is in conformity with the City’s General Plan and is consistent with Objective OSC-4.5 and General Plan Policies P4.5-1, P4.5- 2, and A4.5-1.

9. This Resolution shall take effect immediately upon approval and adoption thereof.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Calistoga at a regular meeting thereof held this 4th day of October 2022, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

APPROVED:
__________________________________
Chris Canning, Mayor
ATTEST:
______________________________
Marni Rittburg, CMC, City Clerk
Item #7.1.

CNAP-55587\2675389.4 1
NAPA COUNTY AGREEMENT NO. __________

PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS

THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“Agreement”) is dated for reference purposes only, as of __________, 2022, by and between NAPA COUNTY, a political subdivision of the State of California (hereinafter referred to as “SELLER” or “COUNTY”), and CITY OF CALISTOGA, a general law city (hereinafter referred to as “BUYER”).

SELLER and BUYER shall be referred to from time to time hereinafter individually as “Party” or together as “Parties.”

RECITALS
WHEREAS, SELLER is the owner of approximately +/- 70.6-acres of improved land located in the City of Calistoga, County of Napa, commonly known as APN: 011-140-055, 011-140-006, 011-140- 007 and 011-481-022 and more fully described on Exhibit A to this Agreement (the “Property”). The Property contains approximately ±70.6 acre; and
WHEREAS, SELLER wishes to sell to BUYER the entirety of the Property. The exact boundaries and acreage of the Property will be determined as set forth below; and WHEREAS, SELLER has contracted with the Napa County Fair Association for over eighty (80) years to operate and maintain that portion of the Property commonly known as the “Napa County Fairgrounds”; and
WHEREAS, in 2018 the Napa County Fair Association, notified the SELLER of its intent to terminate its contract with SELLER for the Napa County Fairgrounds, which subsequently occurred prior to the Effective Date; and
WHEREAS, over the last four (4) years, SELLER and BUYER have been discussing governance of the Property. Such discussions concluded with BUYER’s desire to acquire the Property to preserve and utilize it for the greatest benefit to Calistogans and County residents; and WHEREAS, California Government Code Section 25365 (a) provides that a board of supervisors may, by a four-fifths vote, convey or otherwise transfer to a city any real property belonging to a county upon the terms and conditions as are agreed upon and without complying with any other provisions regarding surplusing of public property, if the property is not required for county use; and WHEREAS, on April 11, 2019, the Napa County Board of Supervisors adopted Resolution No. 2019-105 declaring an approximately 34.3-acre portion of the Property as no longer required for County use and surplus; and
WHEREAS, the Napa County Board of Supervisors as SELLER desires to declare the remaining approximately 36.3-acres of the Property as no longer required for County use, designate it as surplus and convey the entirety of Property to BUYER upon the terms and conditions set forth herein; and Item #7.1.

CNAP-55587\2675389.4 2
WHEREAS, BUYER desires to purchase the Property from SELLER on the terms and conditions set forth herein; and
WHEREAS, SELLER has given notice of its intended action to convey the Property to BUYER at least one week in advance pursuant to California Government Code Sections 25365 (c) and 6061; and WHEREAS, SELLER and BUYER entered into direct negotiations for the purchase and sale of the Property and have reached agreement on the terms and conditions thereof, all as set forth herein.

TERMS
NOW, THEREFORE, in consideration of the promises set forth herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, SELLER agrees to sell, and BUYER agrees to purchase the Property according to the terms and conditions in this Agreement, as follows:

1. RECITALS. The foregoing recitals are true and correct. The Parties agree that this Agreement shall not be deemed invalid because the description of the Property is not exact or is incomplete as of the Effective Date. An exact legal description of the Property will be agreed upon by the Parties and insured by the Title Company (as defined below) at Closing as hereinafter described.

2. PROPERTY TO BE PURCHASED. Any modifications to the size of the Property from that which is stated above in the Recitals (i.e., 70.6 acres) shall result in a proportional change to the Purchase Price, at Two Hundred Twenty-Five Thousand Dollars per acre ($225,000/acre).

3. EFFECTIVE DATE. This Agreement shall be effective as of the last date of execution by SELLER or BUYER, as indicated on the signature page below (the “Effective Date”).

4. PURCHASE PRICE. BUYER agrees to pay to SELLER, and SELLER agrees to accept, for BUYER’s purchase of the Property, the amount of Two Hundred Twenty-Five Thousand Dollars per acre ($225,000/acre) all cash to SELLER, approximately (±$15,885,000) (the “Purchase Price”) (both Parties’ signatories to initial here:_______/_______). The final Purchase Price shall be determined by the total acreage of the Property as set forth in BUYER’S ALTA survey of the Property (the “Survey”). BUYER shall provide a copy of the Survey to SELLER no later than ninety (90) days from the Effective Date, and SELLER shall have the right to approve the Survey, which approval shall not be unreasonably withheld. Once the acreage of the Property is determined from the Survey, the Parties shall enter into an amendment hereto setting forth the final Purchase Price.

5. ENTIRE AGREEMENT. THIS AGREEMENT, WHICH INCLUDES EXHIBITS A

THROUGH H ATTACHED HERETO, CONSTITUTES THE ENTIRE AGREEMENT

BETWEEN THE PARTIES RELATING TO THE SUBJECT OF THIS AGREEMENT AND

SUPERSEDES ALL PREVIOUS AGREEMENTS, PROMISES, REPRESENTATIONS,

UNDERSTANDINGS AND NEGOTIATIONS, WHETHER WRITTEN OR ORAL, AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF. ANY WAIVER,

MODIFICATION OR CONSENT WITH RESPECT TO ANY PROVISION OF THIS Item #7.1.

CNAP-55587\2675389.4 3

AGREEMENT MUST, IN ORDER TO BE ENFORCEABLE, BE SET FORTH IN WRITING

AND DULY EXECUTED BY BOTH PARTIES AS AN AMENDMENT OF THIS AGREEMENT. PERFORMANCE OF THIS AGREEMENT CONSTITUTES THE ENTIRE CONSIDERATION FOR THE CONVEYANCE OF THE PROPERTY.

6. BUYER’S OBLIGATIONS.
a. DEPOSIT AND TERMS GOVERNING DEPOSIT.
i. BUYER shall make a deposit of One Hundred Thousand Dollars ($100,000.00) (“Deposit”) within three (3) business days of the Effective Date in the form of a cashier’s check or wire transfer to Placer Title Company, whose address is 5 Financial Plaza, #205, Napa, California 94558, and whom the Parties agree will serve as escrow holder for the Property’s purchase (the “Escrow Holder”) as specified more fully in Paragraph 8. The Deposit shall be refundable to BUYER during the Due Diligence Period and/or Financing Contingency Period, as defined below. If BUYER elects to proceed with the transaction at the expiration of the Due Diligence Period and/or Financing Contingency Period, the Deposit shall then be non-refundable to the BUYER except in the event of a SELLER’s default that results in a termination of this Agreement or otherwise provided in Paragraphs 19 [damage due to destruction, damage or loss of the Property], or

20.c.i [failure of any of the conditions to BUYER’s obligations to purchase the Property and consummate the Closing]. The Deposit shall be credited towards the Purchase Price at the Closing. All days referenced in this Agreement shall mean calendar days unless otherwise specified.
ii. BUYER and SELLER shall open escrow with Escrow Holder. Upon opening of escrow, SELLER shall deliver the Deposit to the Escrow Holder. Escrow Holder shall place the Deposit in a federally insured bank in an interest-bearing account whose term is appropriate and consistent with the timing requirements of this transaction. The interest therefrom shall be deemed part of the Deposit and accrue to the benefit of BUYER until the earliest of the following events: Close of Escrow (as defined below), refund of the Deposit to BUYER if BUYER timely exercises the right to cancel the escrow as provided for below (or otherwise expressly provided for herein), or payment by the Escrow Holder of the Deposit amount to SELLER after the Deposit becomes non-refundable as provided for herein, including, as liquidated damages pursuant to Paragraph 25.b. below, if BUYER fails to consummate purchase of the Property and proceed to the Close of Escrow as provided for below. BUYER will provide to the Escrow Holder, at the time of the opening of escrow, BUYER’s Federal Tax Identification Number.

The interest-bearing account for the purpose of holding the Deposit cannot be opened until BUYER’s Federal Tax Identification Number is provided. Until then, the Escrow Holder shall hold the Deposit, and no interest shall accrue or be payable to BUYER on the Deposit.
iii. Within five (5) days after Escrow Holder receives the Deposit and places it in the Item #7.1.

CNAP-55587\2675389.4 4
interest-bearing account, Escrow Holder shall release One Hundred Dollars ($100) of the deposited funds (the “Independent Consideration”) to SELLER as and for independent consideration for SELLER’s execution of this Agreement and the granting of the Due Diligence Period and the Financing Contingency Period to BUYER as herein provided. Such Independent Consideration is non-refundable to BUYER and shall not be considered part of the Deposit after the Deposit is received by Escrow Holder, but the Independent Consideration shall be credited toward the BUYER’s payment of the Purchase Price at Close of Escrow, if such Closing occurs.
iv. Beginning March 1, 2023, if this Agreement has not been previously terminated, and continuing each month thereafter, through the date of Closing or the date this Agreement is terminated, whichever occurs first, BUYER shall be obligated to reimburse SELLER for the actual cost, up to Fifteen Thousand Dollars ($15,000) per month, that the County incurs beginning March 1, 2023 for maintenance of the portion of the Property that is / was used as a golf course, including its use for the BUYER’s recycled water. BUYER shall make the monthly reimbursement to SELLER no later than thirty (30) days after BUYER receives an invoice from SELLER for such actual maintenance costs, along with reasonable back-up documentation of such costs and the SELLER’s payment of the same. Under no circumstances, shall BUYER be obligated to reimburse SELLER more than $15,000 per month for such actual maintenance costs. Notwithstanding anything in Paragraph 44 to the contrary, if the above-referenced March 1, 2023 date is not met due to a Force Majeure Delay, the obligation to make the payment shall accrue and be due when the cause for the delay has ceased and BUYER is able to perform and make the payment.
b. PAYMENT OF PURCHASE PRICE AND OTHER CHARGES.
i. Prior to, and as a condition of Close of Escrow, BUYER shall pay into escrow the amount of money necessary to yield net funds payable by the Escrow Holder to SELLER at the Close of Escrow in the amount of the Purchase Price, and BUYER shall also pay any and all escrow fees, title insurance premiums, and real property transfer or other taxes necessary for consummation of the purchase and any and all other closing costs, except as otherwise provided in Paragraph 39. If, however, escrow is terminated as a result of SELLER’s default of this Agreement then SELLER shall pay any Title Company and Escrow Holder cancellation fees and costs.
ii. BUYER shall deposit such additional funds necessary to satisfy its obligation to pay the Purchase Price with Escrow Holder, by federal funds wire transfer, or any other method acceptable to Escrow Holder in immediately collectable funds, no later than 2:00 P.M. on the business day prior to the Expected Closing Date (as defined on Paragraph 12); provided, however, that BUYER shall not be required to deposit such monies into escrow if at the time set for the deposit of such monies SELLER is in default or has indicated that it will not perform any of its Item #7.1.

CNAP-55587\2675389.4 5
obligations hereunder. Instead, in such circumstances in order to reserve its rights to proceed, BUYER need only provide the Escrow Holder with evidence establishing that the required monies are available.

7. SELLER’S OBLIGATIONS. Prior to, and as a condition of the Close of Escrow, SELLER shall deposit into escrow a Grant Deed in the form attached hereto as Exhibit B (the “Grant Deed”), which shall convey from SELLER to BUYER fee title to the Property subject only to the Permitted Exceptions (as defined below). Prior to the Expected Closing Date, SELLER shall execute and submit to the Escrow Holder an affidavit to the effect that (a) SELLER is not a “foreign person” within the meaning of Internal Revenue Code Section 1445 or successor statutes, and (b) that SELLER is not a “nonresident” within the meaning of California Revenue and Tax Code Section 18662 or successor statutes.

8. ESCROW INSTRUCTIONS. Promptly following the Effective Date, the Parties shall deposit with Escrow Holder a copy of this Agreement. By its execution and delivery of this Agreement, Escrow Holder agrees to be bound by the terms and conditions of this Agreement to the extent applicable to its duties, liabilities, and obligations as “Escrow Holder” hereunder. Escrow Holder shall hold and dispose of the Deposit in accordance with the terms of this Agreement.

The Escrow Holder’s General Provisions are attached hereto as Exhibit C and made a part hereof. This Agreement shall constitute not only the agreement of purchase and sale between BUYER and SELLER, but also instructions to Escrow Holder for the consummation of the purchase and sale through the escrow. Escrow Holder shall not prepare any further escrow instructions restating or amending the Agreement unless specifically so instructed by both Parties. BUYER and SELLER may execute and deliver such supplemental escrow instructions and closing documents consistent with this Agreement as they may deem necessary or desirable (“Supplemental Instructions”). The Supplemental Instructions shall not modify or amend the provisions of this Agreement unless otherwise set forth in a separate written document signed by duly authorized representatives of both BUYER and SELLER, including each Party’s respective attorneys. In the event that there is any conflict between the provisions of this Agreement and the provisions of any Supplemental Instructions, the provisions of this Agreement shall prevail and control as to the Parties and the Escrow Holder.

9. FINANCING CONTINGENCY PERIOD, DUE DILIGENCE PERIOD AND TITLE REVIEW.
a. In addition to the Due Diligence Period specified below, BUYER’S obligation to close on the purchase of the Property shall be contingent on BUYER’S confirmation, in its sole determination, no later than June 30, 2023 (the “Financing Contingency Period”), that BUYER has the funds in hand that the BUYER requires to purchase the Property and to make the necessary repairs and upgrades to the Property, as reasonably determined by BUYER (the “Financing Contingency”). As set forth herein, the BUYER may terminate this Agreement and receive a refund of the Deposit by providing written notice of such termination to SELLER and Escrow Holder at any time prior to expiration of the Financing Contingency Period as specified more fully in Paragraph 11, if BUYER determines that the Financing Contingency has not been satisfied.

Item #7.1.

CNAP-55587\2675389.4 6
b. Subject to the terms of Paragraph 13, BUYER shall have one hundred eighty (180) days from the Effective Date (the “Due Diligence Period”), to review all entitlements for BUYER’s intended use and make any and all inspections, investigations, tests, surveys and appraisals of the Property as BUYER deems necessary or desirable including, without limitation, title matters, studies relating to environmental and soil conditions of the Property, and whether the Property is suitable for BUYER’s intended use of the Property, and any other matters BUYER determines relate to the Property; provided, however, BUYER shall not undertake any Phase II environmental testing or any destructive testing on the Property or of any buildings or other structures thereon, without SELLER’s consent, which consent may be withheld or granted in SELLER’s sole and absolute discretion.

Additionally, BUYER may review the Land Tenure Agreement (the “LTA”) between the State of California and the County of Napa, the Lease Agreement between the County of Napa and the Napa County Office of Education (the “NCOE Lease”) and the Recycled Water Use Agreement between the City of Calistoga and Fairgrounds Association for continued applicability as well as all other Seller Documents provided under Paragraph 10.

BUYER may terminate this Agreement and receive a refund of the Deposit by providing written notice of such termination to SELLER and Escrow Holder thereof at any time prior to expiration of the Due Diligence Period as specified more fully in Paragraph 11. c. Within the time periods set forth below, BUYER shall have the right to approve, in its sole and absolute discretion, a preliminary report or title commitment for the Property (the “Title Commitment”) and all exceptions and other title matters referenced therein or disclosed by the Survey. (All such exceptions and title matters are referred to herein as the “Exceptions.”) Immediately following the Effective Date, Escrow Holder shall at BUYER’S expense order the Title Commitment with copies of all Exceptions to title set forth on such report, which Title Commitment and Exceptions Escrow Holder shall deliver to BUYER with a copy to SELLER. BUYER at its expense may order a Survey. The Survey (if any), Title Commitment, and copies of all Exceptions to title set forth on the Title Commitment are collectively referred to below as the “Title Documents”. BUYER shall have until 5:00 p.m. (Pacific Time) one hundred (100) days from the Effective Date (“Title Inspection Period”) to give SELLER written notice of BUYER’s objections to or disapproval of any Exception(s) disclosed by the Title Documents (the “Objection(s)”).

The failure of BUYER to so object to an Exception set forth on the Title Commitment or any Survey within the Title Inspection Period shall be deemed BUYER’s approval of said Exception. Within ten (10) days after its receipt of the Objections, with respect to each Objection, SELLER shall notify BUYER whether SELLER (i) will cure or eliminate such Objection from title on or prior to Closing or (ii) is unwilling or unable to cure or have such Objection eliminated from title to the Property on or prior to Closing (“Seller’s Title Notice”), and SELLER shall cure or eliminate from title to the Property prior to Closing any such Objection SELLER has agreed to so cure or eliminate. If SELLER fails to timely deliver such a Seller’s Title Notice as to a particular Objection within such ten (10) day period, then SELLER shall be deemed to have made the election in clause (ii) above. If SELLER elects not to remove any Objection(s) or is deemed to have made an election not to remove an Objection, then BUYER shall have until the end of the Due Diligence Period to notify SELLER that either (1) BUYER is willing to purchase the Property subject to such Objection(s), upon the satisfaction of the remaining conditions to the Closing or (2) Item #7.1.

CNAP-55587\2675389.4 7
BUYER elects to terminate this Agreement. Any such Objection(s) that BUYER has elected to take title to the Property subject to, shall be deemed to be a Permitted Exception.

Any failure by BUYER to so terminate this Agreement shall constitute BUYER’s election to proceed as specified in subclause (1) above. Any termination of this Agreement pursuant to this Paragraph 9.c or Paragraph 9.d below shall have the same effect as termination pursuant to Paragraph 9.a, Paragraph 9.b and Paragraph 11. d. BUYER may, at or prior to Closing, notify SELLER in writing (the “Gap Notice”) of any Objection(s) it may have to any Exceptions to title (i) raised by the Title Company between the expiration of the Due Diligence Period and the Closing and (ii) not disclosed in writing by the Title Company or otherwise actually disclosed in writing to BUYER prior to the expiration of the Due Diligence Period (each, an “Intervening Lien”). BUYER must notify SELLER of such Objection to title within seven (7) days of being made aware of the existence of such Intervening Lien. If BUYER sends a timely Gap Notice to SELLER regarding any Intervening Lien, then BUYER and SELLER shall have the same rights and obligations with respect to such notice as apply to an Objection under Paragraph 9.c above, except that BUYER shall have until five (5) days after receipt of Seller’s Title Notice to an Intervening Lien to make BUYER’s election between subclauses (1) and (2) in Paragraph

9.c, above. If necessary, the Expected Closing Date shall be extended to give BUYER the time specified above to provide a Gap Notice and/or to make the above election, and/or SELLER sufficient time to provide Seller’s Title Notice in response to a Gap Notice. e. As used herein, “Permitted Exceptions” means any and all Exceptions (i) approved in writing by BUYER or deemed approved pursuant to the terms of this Agreement, (ii) all real estate taxes and assessments for the Property not yet due and payable, and/or (iii) any Exceptions caused by BUYER or any employee, agent, or contractor thereof.

10. SELLER DOCUMENTS. Within fourteen (14) days from the Effective Date, SELLER shall provide access to BUYER to the following documents and materials related to the Property to the extent in SELLER’s actual possession: copies of any environmental or other reports, surveys, engineering studies, soil reports, environmental impact reports, negative declarations, maps, conditions of approval, permits, plans, the LTA, the NCOE Lease and other Existing Leases (as defined in Paragraph 17.f..i.9), Existing Contracts (as defined in Paragraph 17.f.i.9), and any other material information relating to the condition of or feasibility of developing the Property (collectively, “Seller’s Documents”). Except as follows in the immediately following sentence, all of Seller’s Documents are being provided to BUYER by SELLER without any representation or warranty as to the completeness or accuracy of any information set forth therein. SELLER represents and warrants to its actual knowledge that the copies of the LTA and the NCOE Lease are true and complete copies thereof.

11. TIME FOR BUYER TO WAIVE CONTINGENCIES TO CLOSE OF ESCROW. As specified above, BUYER shall have until 5:00 p.m. on the last day of (x) the Financing Contingency Period in which to cancel escrow and withdraw from the purchase of the Property or to waive the contingency set forth in Paragraph 9.a, and (y) the Due Diligence Period in which to cancel escrow and withdraw from the purchase of the Property or to waive the contingencies set forth in Paragraphs 9.b. and 9.c., and in each case proceed to the Close of Escrow on Item #7.1.

CNAP-55587\2675389.4 8
BUYER’s purchase of the Property on the terms and conditions specified herein. To exercise the right to cancel the escrow and this Agreement pursuant Paragraphs 9.a, 9.b, and 9.c, BUYER must take steps to ensure actual receipt by the Escrow Holder and by SELLER of the BUYER’s written notice of cancellation of this Agreement and escrow resulting therefrom (the “Cancellation Notice”) prior to 5:00 p.m. on the last day of the Due Diligence Period or Financing Contingency Period, as applicable. To be effective, the Cancellation Notice must be signed by an authorized representative of BUYER.

IF BUYER DOES NOT PROVIDE THE CANCELLATION NOTICE, WHICH IS

ACTUALLY RECEIVED BY ESCROW HOLDER AND SELLER NO LATER THAN 5:00 P.M. PACIFIC TIME ON THE LAST DAY OF THE FINANCING CONTINGENCY

PERIOD, THEN IT SHALL BE CONCLUSIVELY PRESUMED THAT BUYER HAS

WAIVED ALL CONTINGENCIES AND OBJECTIONS TO CLOSE OF ESCROW AS SET FORTH IN PARAGRAPHS 9.a, 9.b. AND 9.c.

Unless the Parties otherwise agree in writing, and except as provided in Paragraph 9.d, Paragraph 19, below [Termination of Agreement Due to Destruction, Damage or Loss of the Property], and/or Paragraph 20.c [Closing Conditions], if and only if BUYER provides the written Cancellation Notice to the Escrow Holder and SELLER, no later than 5:00 P.M. Pacific Time on the last day of the Financing Contingency Period, that BUYER is withdrawing from the purchase and cancelling escrow and this Agreement, then BUYER shall receive a return from the Escrow Holder of the Deposit, less only: (a) the Independent Consideration paid to SELLER as consideration for SELLER’s execution of this Agreement and the granting of the contingency periods to BUYER as provided above, and (b) any and all Title Company and Escrow Holder cancellation fees and costs shall be shared equally between BUYER and SELLER. Upon any such termination of this Agreement, neither BUYER nor SELLER shall have any further duties or obligations hereunder, except for those obligations that are expressly stated to survive such termination.

12. DURATION AND CLOSE OF ESCROW. For purposes of this Agreement and any other escrow instructions, the Close of Escrow shall occur thirty (30) calendar days following the expiration of the Financing Contingency Period, or earlier waiver by BUYER of the Financing Contingency (the “Expected Closing Date”). Subject to satisfaction of the contingencies and obligations set forth in this Agreement as set forth or summarized in Paragraph 20.c below, Escrow Holder shall close the escrow (the “Closing” or “Close of Escrow”) by recording the Grant Deed executed by SELLER and any other documents required to be recorded, including the Declaration (as defined below) and by disbursing the funds and documents in accordance with this Agreement and any Supplemental Instructions not in conflict herewith. If all Closing Conditions set forth in Paragraph 20.c below have been met, and the Closing does not occur by the Expected Closing Date and said date is not extended by mutual agreement and instructions of the Parties, a Party not then in default under this Agreement may notify the other Party, Escrow Holder, and the Broker, in writing that, unless the Closing occurs within five (5) business days following said notice, the escrow for this Agreement shall be deemed terminated without further notice or instructions (the “Grace Period”). Notwithstanding anything in this Agreeement to the contrary, in no event, however, shall the Closing occur after July 31, 2026 (the “Outside Closing Date”), which Outside Closing Date is not subject to extension due to a Force Majeure Delay. If Item #7.1.

CNAP-55587\2675389.4 9
Closing does not occur by the Outside Closing Date, then this Agreement shall automatically terminate without further notice or instructions and Escrow Holder shall promptly return the Deposit to Buyer (except if the failure to close was a result of BUYER’S uncured default). If the failure to close was caused by a SELLER’s default, then BUYER shall be entitled to exercise the remedies set forth in Paragraph 25.c after the expiration of the notice and cure period provided for in Paragraph 25.a.

13. BUYER’S ENTRY UPON THE PROPERTY DURING ESCROW. Subject to compliance with the insurance requirements set forth below and the limitations set forth in Paragraph 9.b, at any time during the Due Diligence Period, BUYER and its agents and representatives shall have the right, at reasonable times and with reasonable advance written notice, in a way that does not disturb SELLER’s use or any tenant’s or licensee’s use of the Property in any material manner, to enter upon the Property for the purpose of making inspections and tests. No destructive or Phase II testing shall be conducted, however, without SELLER’s written prior approval as specified in Paragraph 9.b. Following any such entry or work, unless otherwise directed in writing by SELLER, BUYER shall return the Property to substantially the same condition it was in prior to such entry or work, including the recompaction or removal of any disrupted soil or material as SELLER may reasonably direct. All such inspections and tests and any other work conducted or materials furnished with respect to the Property by or for BUYER shall be paid for by BUYER as and when due and BUYER shall indemnify, defend (with counsel reasonably acceptable to SELLER), protect and hold harmless SELLER, any and all officers, officials, employees, agents and contractors of Seller, and the Property of and from any and all claims, liens, liabilities, losses, expenses (including reasonable attorneys’ fees), damages, including those for injury to person or property, arising out of or relating to any such work or materials or the acts or omissions of BUYER, its agents or employees in connection therewith; provided, however, the foregoing indemnity shall not apply to any conditions existing on the Property prior to the entry onto the Property by BUYER or any of its agents, employees or contractors unless such party exacerbates such existing condition. BUYER and any and all agents, employees and contractors of BUYER who enter upon the Property for purposes of conducting any inspections or tests (collectively “BUYER and its Agents”) shall have, and continue to have, the following insurance coverage in full force and effect as a condition of any entry or continued entry onto the Property or any portion thereof, and such insurance shall be maintained in full force and effect throughout the term of this Agreement:
a. Workers’ Compensation Insurance. To the extent required by law, BUYER and its Agents shall provide Workers’ Compensation insurance for the performance of any of BUYER’s and its Agents’ duties under this Agreement, including but not limited to, coverage for workers’ compensation and employer’s liability, and a waiver of subrogation.
b. Liability Insurance. The following liability insurance coverages, issued by a company admitted to do business in California and having an A.M. Best rating of A VII or better or equivalent self-insurance satisfactory to SELLER’s Risk Manager, or by a combination thereof:
i. General Liability. Commercial or comprehensive general liability insurance Item #7.1.

CNAP-55587\2675389.4 10
coverage (personal injury and property damage) of not less than ONE MILLION DOLLARS ($1,000,000) combined single limit per occurrence, issued by a company admitted to do business in the State of California, covering liability for any personal injury, including death, to any person and/or damage to the property of any person arising from the acts or omissions of that party under this Agreement. If the coverage includes an aggregate limit, the aggregate limit shall be no less than twice the per occurrence limit.
ii. Comprehensive Automobile Liability Insurance. Comprehensive automobile liability insurance policy (Bodily Injury and Property Damage) on owned, hired, leased and non-owned vehicles used in conjunction with that party’s activities under this Agreement of not less than ONE MILLION DOLLARS ($1,000,000) combined single limit per occurrence. If the coverage includes an aggregate limit, the aggregate limit shall be no less than twice the per occurrence limit. c. Certificates of Coverage, Waiver of Subrogation and Additional Insureds. Insurance coverages referenced in 13.a and 13.b, above, shall be evidenced by one or more certificates of coverage and copies of applicable endorsements or, with the consent of SELLER’s Risk Manager, demonstrated by other evidence of coverage acceptable to SELLER’s Risk Manager, which shall be delivered by BUYER to SELLER prior to each of BUYER and its Agents’ entry onto the Property, or any one of them (and anytime thereafter as may be reasonably requested by SELLER).
i. The certificate(s) or other evidence of coverage shall reference this Agreement by its number or title and department; shall be kept current during the term of this Agreement; shall provide that, if such coverage is reasonably obtainable in the geographic area where the Property is located, SELLER shall be given no less than thirty (30) days prior written notice of any non-renewal, cancellation, other termination, or material change, except that only ten (10) days prior written notice shall be required where the cause of non-renewal or cancellation is non-payment of premium; and shall provide that the inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, the coverage afforded applying as though separate policies had been issued to each insured, but the inclusion of more than one insured shall not operate to increase the limits of the company’s liability.
ii. For the commercial general liability insurance coverage referenced in 13.b.i. and, for the comprehensive automobile liability insurance coverage referenced in

13.b.ii. where the vehicles are covered by a commercial policy rather than a personal policy, BUYER shall also deliver to SELLER with the evidence of coverage an endorsement from the insurance provider naming SELLER and its officers, employees, agents and volunteers as additional insureds and waiving subrogation. For the Workers Compensation insurance coverage, BUYER shall deliver to SELLER with the evidence of coverage an endorsement waiving subrogation. All liability policies required by this Agreement shall be occurrence based policies.

Item #7.1.

CNAP-55587\2675389.4 11
iii. The certificate or other evidence of coverage shall provide that if the same policy applies to activities of BUYER not covered by this Agreement, then the limits in the applicable certificate relating to the additional insured coverage of SELLER shall pertain only to liability for activities of BUYER under this Agreement, and that the insurance provided is primary coverage to SELLER with respect to any insurance or self-insurance programs maintained by SELLER. d. Upon request by SELLER’s Risk Manager, BUYER shall provide or arrange for the insurer to provide within thirty (30) days of the request, copies of the actual insurance policies or relevant portions thereof.
e. Deductibles/Retentions. Any deductibles or self-insured retentions shall be disclosed to SELLER’s Risk Manager.
f. Inclusion in Subcontracts. BUYER agrees and acknowledges that the above-referenced liability and Workers’ Compensation insurance requirements shall apply to all subcontractors and any other entity or person who is involved in providing services under this Agreement involving any entry onto the Property, or any portion thereof, and BUYER shall require compliance of said persons or entities with such insurance requirements set forth in this Paragraph 13.

14. BUYER’S RESTRICTIONS. BUYER and SELLER shall share in the “Net Proceeds (as that term is defined in the Declaration) of any (a) future sale of the Property, or any portion thereof, or (b) future ground lease of the Property, or any portion thereof, which ground lease (i) has a term, including any options (whether exercised or not), equal to or in excess of fifty (50) years; and (ii) results in a change in existing use on the Property from the uses existing on the Property as of the Effective Date (which existing / prior uses are RV park, race track, public facilities, event center, telecom leases, fairgrounds, golf course and clubhouse, offsite hotel parking, and utility company equipment and material storage (the “Existing Uses”)), with the revenue from such future sale or ground lease being in “Constant Dollars” (as that term is defined in the Declaration) (the “Revenue Participation”) as and to the extent set forth more fully in a Declaration of Covenants and Restrictions in substantially the form of Exhibit D hereto (the “Declaration”). The Parties agree that a Declaration shall be recorded against the Property, which will provide, among other things, for Revenue Participation for a period of twenty (20) years from the date that the Closing occurs, or until BUYER no longer owns any portion of the Property, whichever occurs first. Notwithstanding anything to the contrary herein, the Revenue Participation shall not apply to any Existing Leases or Existing Uses, renewals thereof, or to any other leases for any of the Existing Uses, regardless of whether said Existing Leases or Existing Uses are allowed to expand or increase from that existing under said leases or uses as of the Effective Date. This Paragraph 14 shall survive the Closing.

15. BUYER’S OBLIGATION TO TRANSFER CERTAIN REGIONAL HOUSING NEEDS ALLOCATION (“RHNA”) CREDITS. BUYER agrees that if the construction of any housing units is completed on the Property during the period beginning on the Effective Date and continuing for three (3) RHNA cycles, or twenty-four (24) years after the Effective Date, Item #7.1.

CNAP-55587\2675389.4 12
whichever occurs first (“RHNA PERIOD”), the Regional Housing Needs Allocation credits (“RHNA Credits”) for such units shall be split 80%-20% between SELLER (80%) and BUYER (20%). Any and all RHNA Credits based on any housing units completed on the Property at any time after the RHNA Period has ended shall be credited 100% to BUYER.

16. BUYER’S DELIVERY OF COPIES OF REPORTS AND INVESTIGATION/DUE

DILIGENCE AND ANALYSIS MATERIALS REGARDING THE PROPERTY AS A CONDITION TO RETURN OF DEPOSIT FUNDS. If the purchase of the Property is not consummated for any reason other than SELLER’s default, then at SELLER’s request, BUYER shall, within five (5) business days after written request from SELLER, deliver to SELLER, at no charge, copies of all surveys, engineering studies, analysis, soil reports, maps, master plans, feasibility studies and other similar items (“Reports”) prepared by or for BUYER that pertain to the Property. Notwithstanding the above, BUYER shall not be obligated to provide to SELLER any documents which are subject to any attorney-client privilege and/or which are proprietary in nature.

17. SELLER’S AND BUYER’S REPRESENTATIONS AND WARRANTIES; BUYER’S

PURCHASE OF PROPERTY IN AS-IS CONDITION WITHOUT RELIANCE ON ANY

REPRESENTATIONS OR WARRANTIES FROM SELLER OTHER THAN AS

EXPRESSLY STATED HEREIN, AND WITHOUT ANY RIGHT OF CONTRIBUTION OR INDEMNITY FROM SELLER EXCEPT AS EXPRESSLY STATED HEREIN. a. BUYER agrees and acknowledges that, subject to SELLER’S representations and warranties as expressly set forth below in this Agreement, it is purchasing the Property and any and all improvements located on the Property at Close of Escrow in “as-is”, “where-is” condition with all faults. Except for certain personal property items or equipment belonging to the Napa County Fair Association (which BUYER acknowledges and agrees may occur), all structures, improvements, furniture, fixtures, and equipment including all personal property located within the structures will remain at Close of Escrow and be deemed part of the Property.
b. BUYER further agrees, acknowledges and represents that in purchasing the Property, it is not relying at all on any representations or warranties by SELLER relating in any manner to the Property, other than SELLER’S representations and warranties expressly set forth in this Agreement, and that SELLER is not and shall not be required to remove, pay for, contribute to the payment for, or to indemnify or hold BUYER or anyone else harmless against the costs of any removal or cleanup of improvements, fixtures, personal property, Hazardous Materials (as defined below), or dangerous conditions located on or affecting the Property; provided, however, nothing set forth above shall limit SELLER’s liability for any breach of SELLER’s representations and/or warranties set forth in this Agreement, nor shall it limit any remedies available to BUYER at law or in equity for any such breach by SELLER. BUYER further acknowledges and agrees that SELLER has not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, including but not limited to, warranties with respect to the fitness of the Property for a particular purpose or the suitability of the Item #7.1.

CNAP-55587\2675389.4 13
Property for BUYER’s intended use thereof, other than SELLER’s express representations and warranties set forth in this Agreement. c. BUYER acknowledges that by the end of the Due Diligence Period, BUYER must and will have either waived or caused to be conducted all inspections and investigations of the Property that BUYER believes are necessary to protect its own interests in, and its contemplated use of, the Property. The Parties acknowledge that, except as otherwise stated in this Agreement, no representations, inducements, promises, agreements, assurances, oral or written, concerning the Property, or any aspect of the occupational safety and health laws, Hazardous Materials laws, or any other act, ordinance, or law, have been made by either Party or the Broker, or relied upon by either Party hereto. Any environmental reports, soils reports, surveys, and other similar documents which were prepared by third party consultants and provided to BUYER by SELLER or SELLER’s representatives, have been delivered as an accommodation to BUYER and without any representation or warranty as to the sufficiency, accuracy, completeness, and/or validity of said documents, all of which BUYER relies on at its own risk. d. Notwithstanding anything to the contrary in this Paragraph, in the event any Hazardous Materials found on, under or incorporated into the ground portion of the Property are determined to have been placed or discharged thereon by predecessors of SELLER or by tenants of SELLER or other third parties without the consent of SELLER, BUYER and SELLER agree to cooperate with each other in the pursuit of all reasonably available remedies to ensure that financial responsibility for the costs of any required cleanup by SELLER or BUYER is borne by such third parties to the extent such third parties are legally responsible. As used herein, “Hazardous Materials” means any pollutants, contaminants, hazardous or toxic substances, materials, or wastes (including petroleum, petroleum by-products, radon, asbestos, and asbestos containing materials, polychlorinated biphenyls (“PCBs”), PCB-containing equipment, radioactive elements, infectious agents, and urea formaldehyde), as such terms are used in any applicable environmental laws and/or regulations.
e. Except for matters arising from Seller Parties’ (as defined below) intentional fraud or misrepresentation or any default by SELLER under this Agreement, BUYER, for itself and its agents, affiliates, successors and assigns, hereby releases and forever discharges SELLER and its directors, officers, principals, consultants, representatives, attorneys, agents and employees, successors and assigns (collectively with SELLER, the “Seller Parties”), from and against any and all claims, actions, causes of action, demands, liabilities, damages, costs and expenses (including attorneys’ fees and costs), whether known or unknown at the time of this Agreement, which BUYER has or may have in the future, arising out of the physical, environmental, economic or legal condition of the Property. For the foregoing purposes, BUYER hereby specifically waives the provisions of Section 1542 of the California Civil Code (“Section 1542”) and any similar law of any other state, territory or jurisdiction. Section 1542 provides:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

THAT THE CREDITOR OR RELEASING PARTY DOES NOT
Item #7.1.

CNAP-55587\2675389.4 14

KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT

THE TIME OF EXECUTING THE RELEASE AND THAT, IF

KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY

AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR
OR RELEASED PARTY.”
BUYER’S
INITIALS: _________
BUYER hereby specifically acknowledges that BUYER has carefully reviewed this subsection and discussed its import with legal counsel and that the provisions of this subsection are a material part of this Agreement. The provisions of this Paragraph 17 shall survive Closing. For the avoidance of doubt, the releases provided in this Paragraph 17 do not apply to any breaches or defaults by SELLER under this Agreement. f. Representations and Warranties.
i. By SELLER. As a material inducement to BUYER, SELLER represents and warrants to BUYER that, as of the Effective Date of this Agreement and as of the Expected Closing Date, with the same force and effect as if remade by SELLER in a separate certificate at that time:

1. SELLER is a duly organized and validly existing public entity in the State of California and has all requisite power and authority to conduct business in the state where the Property is located.

2. SELLER has the legal power, right and authority to enter into this Agreement and the instruments referenced herein and to consummate the transaction contemplated hereby. The execution and delivery of this Agreement and the instruments referenced herein by SELLER and the performance and observance of the terms, and the consummation of the transaction contemplated hereby have all been authorized by all necessary actions of SELLER.

3. This Agreement has been duly executed and delivered by SELLER.

4. This Agreement and all documents required herein to be executed by SELLER are and shall be valid, legally binding obligations in full force and enforceable against SELLER in accordance with their terms.

5. To SELLER’s actual knowledge without any duty of inquiry or investigation, there are no attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization, or other proceedings pending against SELLER, which would materially adversely affect the ability of Seller to consummate the transactions contemplated by this Agreement.

Item #7.1.

CNAP-55587\2675389.4 15

6. SELLER has not received any written notice that (i) the Property presently contains any Hazardous Materials that are in violation of environmental laws or the laws or regulations of any governmental authority or (ii) the Property is not in compliance with or violates applicable building and zoning laws rules or regulations, or any other applicable governmental laws. By way of disclosure, SELLER hereby informs BUYER that prior to the Effective Date SELLER (through its Public Works Department) notified the Napa County Fair Association that said association was not fully in compliance with the storm water management plan applicable to its operations. SELLER will provide BUYER with additional information (to the extent within SELLER’s possession) concerning the above during the Due Diligence Period.

7. To SELLER’s actual knowledge without any duty of inquiry or investigation, there is no existing litigation regarding the Property, including, but not limited to, any pending proceedings in eminent domain which would affect the Property. To SELLER’S actual knowledge without any duty of inquiry or investigation, no writ, injunction, decree, order, or judgment relating to any Hazardous Materials is outstanding, and there is no action, citation, directive, summons, or investigation pending or, to the actual knowledge of SELLER, threatened against SELLER relating to any violation or alleged violation of any environmental law, or any release, presence or suspected release or presence of any Hazardous Materials on the Property.

8. To SELLER’S actual knowledge without any duty of inquiry or investigation, the Property does not contain any Hazardous Materials in violation of applicable environmental laws. Neither SELLER nor, to SELLER’S actual knowledge, any third party has used, generated, transported, discharged, released, manufactured, stored, or disposed in violation of any applicable environmental laws any Hazardous Materials from, into, at, on, under or about the Property.

9. To SELLER’S actual knowledge without any duty of investigation or inquiry, except as otherwise provided in Paragraph 23 with respect to any New Leases, (a) there are no agreements affecting the right to possession of the Property except for the leases listed on Exhibit E and Exhibit E-1 hereto (collectively, the “Existing Leases”) and (b) there are no maintenance, service or other agreements affecting or relating to the Property that will survive Closing except for those agreements listed on Exhibit F hereto (the “Existing Contracts”). SELLER shall provide BUYER with copies of each of the Existing Leases and Existing Contracts as part of Seller Documents.

10. SELLER (A) is not listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, Item #7.1.

CNAP-55587\2675389.4 16
Department of the Treasury (“OFAC”) pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the “Order”) and other similar requirements contained in the rules and regulations of OFAC and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation or orders are collectively called, the “Orders”), and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “Lists”); (B) is not a Person (as defined in the Orders) who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (C) is not owned or controlled by (including, without limitation, by virtue of such Person being a director or owning voting shares or interests), or acts for or on behalf of, any person on the Lists or any other Person who has been determined by competent authority to be subject to the prohibitions contained in the Orders.

11. SELLER has disclosed to BUYER that a certain claim has been made by David Abreu, individually, Abreu Vineyards, Inc. and David Abreu Vineyard Management, Inc. (individually and collectively “Abreu”), as set forth in the May 14, 2019 letter from Abreu’s attorney and addressed to the Napa County Fair Association, Inc., a copy of which is attached hereto as Exhibit H, regarding certain improvements located on the Property (the “Abreu Claim”). Specifically, Abreu alleges as part of the Abreu Claim that Abreu is the owner of certain improvements located on the portion of the Property improved with a racetrack (the “Racetrack”) and that he is entitled to remove the same from the Property (the “Disputed Items”). SELLER represents and warrants to BUYER that other than the May 14, 2019 letter copied in Exhibit H, SELLER has received no other written or oral communication regarding the Abreu Claim or any other claim to any improvements located on the Property, and SELLER shall indemnify, defend and hold BUYER harmless from and against any and all causes of action, demands, and/or claims asserted against BUYER or any of its officials or employees, and compensate BUYER for any and all actual costs, expenses and losses (including, without limitation, any and all actual costs and expenses necessary to replace any Disputed Items, along with all required certifications in place), regardless of the outcome of any litigation over the Abreu Claim, and any and all actual lost revenue (minus any resulting costs savings) resulting from an inability to operate the Racetrack in whole or in part due to the Abreu Claim, and any and all liabilities incurred or suffered by BUYER arising out of or related to the Abreu Claim. Any such defense provided to BUYER pursuant to this Paragraph 17.f.i.11 shall be through counsel selected by SELLER, which counsel shall be reasonably acceptable to BUYER. Without limitation, such acceptable counsel shall include, but not be limited to, Miller Starr Regalia and Burke, Williams & Sorensen, Item #7.1.

CNAP-55587\2675389.4 17
LLP. In connection with any such defense, if SELLER is named as defendant or otherwise appears in any action or proceeding in which SELLER is defending BUYER hereunder, or if SELLER or counsel selected to defend BUYER or to resolve the Abreu Claim or matters arising therefrom, otherwise reasonably deems the same necessary or beneficial (a) BUYER shall execute a conflict of interest waiver requested to allow BUYER and SELLER to be represented by the same counsel and/or (b) BUYER and SELLER shall keep in effect the Common Interest, Confidentiality, and Non-Disclosure Agreement, dated January 8, 2020, (or a substantially similar successor agreement between BUYER and SELLER). In lieu of continuing to provide a defense to any action or proceeding arising out of or related to the Abreu Claim, SELLER shall be entitled to settle the same on any terms and conditions that SELLER deems appropriate in its sole and absolute discretion as long as any such settlement results in (i) Abreu agreeing to leave the Disputed Items on the Property and disclaiming any interest therein, or any other terms reasonably acceptable to SELLER and BUYER and (ii) waiving any and all claims against BUYER.
ii. By BUYER. As a material inducement to SELLER, BUYER represents and warrants to SELLER that, as of the Effective Date of this Agreement and as of the Expected Closing Date, with the same force and effect as if remade by BUYER in a separate certificate at that time:

1. BUYER is a duly formed and validly existing municipal corporation in the State of California, has all requisite power and authority to conduct business in the state where the Property is located.

2. BUYER has the legal power, right and authority to enter into this Agreement and the instruments referenced herein and to consummate the transaction contemplated hereby. The execution and delivery of this Agreement and the instruments referenced herein by BUYER and the performance and observance of the terms, and the consummation of the transaction contemplated hereby have all been authorized by all necessary actions of BUYER.

3. This Agreement has been duly executed and delivered by BUYER.

4. This Agreement and all documents required herein to be executed by BUYER are and shall be valid, legally binding obligations in full force and enforceable against BUYER in accordance with their terms.

5. BUYER (A) is not listed on the Lists; (B) is not a Person (as defined in the Orders) who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (C) is not owned or controlled by (including, without limitation, by virtue of such Person being a director Item #7.1.

CNAP-55587\2675389.4 18
or owning voting shares or interests), or acts for or on behalf of, any person on the Lists or any other Person who has been determined by competent authority to be subject to the prohibitions contained in the Orders.

All of the representations, warranties and covenants of SELLER and BUYER set forth in this Agreement shall survive the Closing and the recordation of the Grant Deed for a period of twelve (12) months after the Closing (the “Survival Period”). With respect to any claims and matters covered by the Survival Period, neither Party shall have a right to bring any action or proceeding against the other Party as a result of any untruth or inaccuracy of such representations and warranties, or any such breach, unless (a) the Party claiming the breach serves a written claim on the other Party within such Survival Period describing in reasonable detail the basis of the claim and (b) said Party thereafter commences and serves an action against the other Party within ninety (90) days after said Party gives such notice.

Notwithstanding anything to the contrary in this Agreement, (1) SELLER shall have no liability, and BUYER shall make no claim against SELLER, for (and BUYER shall be deemed to have waived any failure of a condition hereunder by reason of a failure of any condition or a breach of any representation or warranty) if the failure or breach in question constitutes or results from a condition, state of facts or other matter that was actually known to BUYER on or prior to the Closing and BUYER proceeds with the Closing and (2) BUYER shall have no liability, and SELLER shall make no claim against BUYER, for (and SELLER shall be deemed to have waived any failure of a condition hereunder by reason of a failure of any condition or a breach of any representation or warranty) if the failure or breach in question constitutes or results from a condition, state of facts or other matter that was actually known to SELLER on or prior to Closing and SELLER proceeds with the Closing.

18. NO RECORDATION. Neither this Agreement nor any memorandum (excluding the Declaration) thereof shall be recorded.

19. TERMINATION OF AGREEMENT AND CANCELLATION OF ESCROW DUE TO DESTRUCTION, DAMAGE OR LOSS OF THE PROPERTY.
a. If, prior to the Closing, SELLER becomes aware that all or any material portion of the Property has been destroyed, lost, or substantially damaged, or has been condemned, subsequent to the Effective Date, SELLER shall promptly give BUYER written notice of the event. If the destruction, loss or damage occurs due to any cause other than a cause attributable to the actions or omissions of BUYER or its agents, and would cost more than ONE MILLION DOLLARS ($1,000,000.00) to repair or cure or the condemnation affects a material portion of the Property as reasonably determined by BUYER, then BUYER may, within thirty (30) business days after becoming aware of such destruction, damage, loss or condemnation (but prior to the Expected Closing Date), withdraw from the purchase by giving written notice to the Escrow Holder and SELLER of BUYER’s termination of this Agreement and cancellation of the escrow. If any such termination notice is timely provided, BUYER shall receive a return of the Deposit (exclusive the Independent Consideration). The existence of any Hazardous Materials on or under the Property that preexisted the Effective Date shall not be grounds for such termination of the Agreement and the cancellation of escrow, and subsequent return of the Deposit, pursuant to this Paragraph 19, but it may be grounds for termination of this Agreement Item #7.1.

CNAP-55587\2675389.4 19
pursuant to Paragraph 9.
b. If BUYER does not provide timely notice of its cancellation of escrow, then BUYER will be deemed to have elected to proceed with the purchase of the Property and with the Closing. In that case, notwithstanding any destruction, loss, damage, or condemnation affecting the Property, this Agreement shall remain in full force and effect and the purchase of the Property shall be consummated with no adjustment, reduction of the Purchase Price or other modification. In the event that BUYER proceeds with the Closing notwithstanding some occurrence of loss, damage, destruction or condemnation, BUYER shall be entitled to any insurance proceeds or condemnation award applicable to such loss, destruction, damage, or condemnation award (other than insurance payments or portion of any award paid to reimburse SELLER for its costs or expenses incurred in addressing such loss, destruction, damage, or condemnation). At the Close of Escrow, SELLER shall assign and transfer to BUYER the right to any such insurance proceeds or condemnation award.

20. DOCUMENTS REQUIRED AT OR BEFORE CLOSING; CLOSING CONDITIONS AND CLOSING PROCEDURES.
a. SELLER’s Deliveries. The following documents shall be submitted by SELLER to Escrow Holder at or prior to the Expected Closing Date:
i. the Grant Deed duly acknowledged and executed by SELLER; ii. an original of the Declaration duly acknowledged and executed by SELLER; iii. an affidavit certifying that SELLER is not a foreign entity under the Foreign Investment in Real Property Act as specified in Paragraph 7; iv. a California Form 593-C in the current form as established by the California Franchise Tax Board as specified in Paragraph 7;
v. a commercially reasonable owner’s affidavit as may be requested by Title Company;
vi. an executed Closing statement reasonably acceptable to SELLER; and vii. any other document or agreement required by this Agreement and/or such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.
b. BUYER’s Deliveries. The following documents and sums shall be submitted by BUYER to Escrow Holder at or prior to the Expected Closing Date:
i. Sufficient immediately available wire transfer funds which, when added to the Deposit and accrued interest are sufficient to pay the (x) Purchase Price and (y) Item #7.1.

CNAP-55587\2675389.4 20
BUYER’s share of closing costs;
ii. an original of the Declaration duly acknowledged and executed by BUYER; iii. to the extent reasonably required by Escrow Holder, proof of BUYER’s authority and authorization to enter into this Agreement;
iv. an executed closing statement reasonably acceptable to BUYER; and v. any other document or agreement required by this Agreement and/or such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.
c. Closing Conditions.
i. Conditions to BUYER’s Obligations: BUYER will have no obligation to purchase the Property and consummate the Closing unless each of the following conditions precedent has been satisfied or waived by BUYER as of the Expected Closing Date:

1. Title Company shall issue or be unconditionally and irrevocably committed to issue to BUYER the Title Policy (as defined below);

2. SELLER shall cause all Monetary Liens (as defined below), if any so exist, be released, or otherwise removed from record title to the Property upon Closing. As used herein, “Monetary Liens” means any and all monetary liens or encumbrances recorded against the Property regardless of whether the same arise before or after the Due Diligence Period; provided, however, Monetary Liens shall not include (a) real estate taxes and assessments not yet due and payable, (b) monetary liens, encumbrances, or obligations imposed as a result of the acts of BUYER or any of BUYER’S agents, employees, contractors or subcontractors, or (c) covenant or restriction on the use or change of the use of the Property resulting from (i) any contract with or monetary assistance provided by any governmental authority or entity, such, as by way of example only, any Williamson Act contract, or (ii) any other cause or circumstance.

3. SELLER and Escrow Holder, respectively, shall have performed all of their covenants and obligations set forth in this Agreement;

4. Each of the representations and warranties of SELLER in this Agreement will be materially true and correct as of the Effective Date and as of the Expected Closing Date with the same force and effect as if remade by SELLER in a separate certificate at that time;

5. BUYER shall not have terminated this Agreement pursuant to the Item #7.1.

CNAP-55587\2675389.4 21
contingencies set forth in Paragraph 9; and

6. BUYER shall have received from SELLER an estoppel certificate (the “Tenant Estoppel Certificate”) from each tenant under each Existing Lease, which in each case is substantially in the form of Exhibit G, or as otherwise required by any Existing Lease, and which does not disclose matters materially adverse to the Property or BUYER’s purchase thereof, that are not set forth in the applicable Existing Lease or disclosed in the Seller Documents or otherwise discovered by BUYER during the Due Diligence Period (“Material Adverse Information”). In the event an Existing Lease does not require the tenant thereunder to provide an estoppel certificate, SELLER shall nonetheless use commercially reasonable efforts to obtain a Tenant Estoppel Certificate from such tenant as well as each other tenant under the Existing Leases. As long as SELLER uses such commercially reasonable efforts to obtain such Tenant Estoppel Certificates, SELLER shall not be deemed to be in breach of this Agreement because it does not obtain an Estoppel Certificate from any such tenant.

7. Notwithstanding the above, if SELLER is unable to obtain Tenant Estoppel Certificates for each tenant under the Existing Leases, then SELLER shall deliver a certificate to Buyer on or before the Expected Closing Date from SELLER in the form attached hereto as Exhibit G-1 (a “Landlord Estoppel Certificate”) executed by SELLER for any tenant for which no Tenant Estoppel Certificate has been previously delivered to BUYER, and in such event SELLER shall be deemed to have delivered an Tenant Estoppel Certificate with respect to such tenant for purposes of satisfying the condition under this subparagraph 7 subject to BUYER’s approval rights as set forth below. The Landlord Estoppel Certificate shall be subject to the damage limitations set forth in Paragraph 25c and Survival Period set forth in Paragraph 17, but otherwise BUYER shall be entitled to rely on the same. BUYER shall have at least two (2) business days to review and approve any Landlord Estoppel Certificate (which approval shall be given unless the Landlord Estoppel Certificate contains any Material Adverse Information) and, if necessary for such to occur, the Expected Closing Date shall be extended notwithstanding anything to the contrary in this Agreement. Any BUYER disapproval of a Landlord Estoppel Certificate shall constitute BUYER’s decision to terminate this Agreement due to a failure of the subject Estoppel Certificate condition unless BUYER otherwise elects to close under this Agreement.

Notwithstanding the above, if SELLER delivers a Landlord Estoppel Certificate to BUYER, and a Tenant Estoppel Certificate is subsequently received from the applicable tenant, then the Tenant Estoppel Certificate in question shall replace the Landlord Estoppel Certificate, and SELLER shall not have any obligations or liabilities under said Landlord Estoppel Certificate, except and to the extent that the Tenant Estoppel Certificate is Item #7.1.

CNAP-55587\2675389.4 22
received after Closing and contains Material Adverse Information not set forth in the Landlord Estoppel Certificate.

If any of the conditions precedent in favor of BUYER set forth in Paragraph 20.c.i are neither satisfied nor waived by BUYER by the Expected Closing Date, then, BUYER (at its option) may terminate this Agreement by giving a written notice of termination to SELLER as and to the extent provided in Paragraph 11. In the case of any such termination, (i) the escrow shall terminate, (ii) BUYER will have no further obligation to purchase the Property from SELLER, (iii) SELLER will have no further obligation to sell the Property to BUYER, and (iv) the Parties will have no further obligation to one another, except as otherwise expressly provided herein. In the event of such a termination, the Deposit (exclusive of the Independent Consideration) shall be returned to BUYER. Notwithstanding anything to the contrary contained herein, in the event of a failure of any condition precedent specified in this Paragraph 20.c.i. that is caused by a default hereunder on the part of SELLER, then in lieu of terminating this Agreement and escrow pursuant to this Paragraph 20.c.i., then BUYER shall be entitled to exercise its rights pursuant to the provisions of Paragraph 25.c.
ii. Conditions to SELLER’S Obligations: SELLER will have no obligation to sell the Property and consummate the Closing unless each of the following conditions precedent has been satisfied or waived by SELLER as of the Expected Closing Date:

1. BUYER and Escrow Holder, respectively, shall have performed all of its covenants and obligations set forth in this Agreement;

2. Each of the representations and warranties of BUYER in this Agreement will be materially true and correct as of Effective Date and as of the Expected Closing Date with the same force and effect as if remade by BUYER in a separate certificate at that time; and

3. BUYER shall not have terminated this Agreement pursuant to the contingencies set forth in Paragraph 9.

If any of the conditions precedent in favor of SELLER set forth in this Paragraph 20.c.ii are neither satisfied nor waived by SELLER by the Expected Closing Date, then SELLER (at its option) may terminate this Agreement by giving a written notice of termination to BUYER as and to the extent provided in Paragraph 11. In the case of any such termination, (i) the escrow for this Agreement shall terminate, (ii) SELLER will have no further obligation to sell the Property to BUYER, (iii) BUYER will have no further obligation to purchase the Property from SELLER, and (iv) the Parties will have no further obligation to one another, except as otherwise expressly provided herein. In the event of such a termination, the Deposit shall be returned to BUYER.

Notwithstanding anything to the contrary contained herein, in the event of a failure of any condition precedent specified in this Paragraph 20.c.ii. that is caused by a default hereunder on the part of BUYER, then in lieu of terminating this Agreement and escrow Item #7.1.

CNAP-55587\2675389.4 23
pursuant to this Paragraph 20.c.ii., SELLER shall be entitled to exercise its rights pursuant to the provisions of Paragraph 25.b.
d. Closing Procedures. On the Expected Closing Date, Escrow Holder will close escrow as follows:
i. record the Grant Deed (marked for return to BUYER) with the County Recorder of the County, which will be deemed delivery to BUYER (and Escrow Holder shall also provide a copy of the Grant Deed to BUYER with the recording information provided thereon);
ii. record the Declaration with the County Recorder of the County and provide copies thereof with the recordation contained thereon to BUYER and SELLER; iii. issue the Title Policy, and cause it to be delivered to BUYER; iv. pay the commission due the Broker identified herein pursuant to instructions from SELLER from funds received from SELLER, or deducted from the sales proceeds otherwise due to SELLER;
v. charge BUYER for those costs and expenses to be paid by BUYER pursuant to this Agreement and disburse any net funds remaining after the preceding disbursements to BUYER;
vi. disburse to SELLER the Purchase Price remaining after payment of the commission and any prorated amounts and charges to be paid by or on behalf of SELLER, and disburse to BUYER the balance of any remaining funds in Escrow; vii. prepare and deliver to both BUYER and SELLER one signed copy of Escrow Holder’s closing statement showing all receipts and disbursements of the funds in escrow;
viii. deliver to BUYER the FIRPTA Affidavit and the California Form 593-C (or any successor thereto);
ix. deliver any other documents and complete such other acts as required of Escrow Holder hereunder; and
x. close escrow within the meaning of Section 6045 of the Internal Revenue Code of 1986, as amended (the “Code”), and promptly file all necessary information reports and returns regarding this transaction as required by the Code, including, without limitation, the returns required pursuant to Section 6045 of the Code.

21. TITLE INSURANCE. At Closing, Escrow Holder shall cause to be issued to BUYER a standard coverage owner’s form policy of title insurance effective as of the Closing, issued by Placer Title Company or any national title insurance company, such as Stewart Title, which Item #7.1.

CNAP-55587\2675389.4 24
underwrites policies for escrows handled by Escrow Holder, (“Title Company”) in the full amount of the Purchase Price, insuring title to the Property vested in BUYER, subject only to the Permitted Exceptions (the “Title Policy”). At its own cost, to the extent available, BUYER may elect to obtain an ALTA extended coverage owner’s title policy and/or any endorsements BUYER deems appropriate, but such extended coverage shall not be a condition of Closing.

22. INSURANCE. Any insurance which SELLER may have maintained for the Property or any insurance thereon will terminate on the Closing. It is BUYER’s sole responsibility to obtain appropriate insurance to cover the Property after Closing.

23. ASSIGNMENT OF LEASE. During the Due Diligence Period, the BUYER shall review all Existing Leases. SELLER has previously provided BUYER with the Existing Leases identified in Exhibit E. Promptly after the Effective Date, SELLER shall provide BUYER with a true and correct copy of those Existing Leases listed on Exhibit E-1, which are not already identified on Exhibit E. After the Effective Date, SELLER will not enter into any new leases or other occupancy agreements for any portion of the Property (each a “New Lease”) without BUYER’s written consent, which consent may be withheld or granted in BUYER’s sole and absolute discretion, except as follows: Nothing set forth above shall preclude or prevent SELLER from allowing the Property to be used for staging areas for emergency personnel during wildfires or similar disasters; a community resource center during public safety power shutoffs; and/or entering into any short-term leases, licenses, or renewals of Existing Leases; provided, however, each such use, lease, license or renewal shall have a term ending before the Expected Closing Date or permit SELLER to terminate the same before the Expected Closing Date, which termination SELLER shall cause to occur before the Expected Closing Date unless BUYER elects otherwise in its sole and absolute discretion. BUYER may request of SELLER that it terminate any Existing Lease or New Lease prior to Closing that has not yet terminated, or will not otherwise terminate pursuant to its terms prior to Closing, if the terms of such Existing Lease or New Lease (if any) expressly permit SELLER to so terminate it (or the tenant is on a monthto-month basis), and the Existing Lease or New Lease does not require the payment of any sum, cost or expense to so terminate it, and SELLER shall terminate any such Existing Lease or New Lease once all other Closing contingencies have been waived or satisfied. At Closing, SELLER shall assign, and BUYER shall assume any other Existing Leases or New Leases that are not so terminated, pursuant to commercially reasonable assignment and assumption agreements.

24. INTEGRITY OF PROPERTY. Except as otherwise provided herein or by express written permission granted by BUYER, SELLER shall not, after the Effective Date until the Close of Escrow, alienate, lien, encumber or transfer the Property or any interest therein or allow the same to occur, intentionally cause or allow any physical changes on the Property, or enter into an lease or contract with respect to the Property or any portion thereof, which would survive the Close of Escrow or otherwise materially impair BUYER’s use of the Property.

25. DEFAULT.
a. Notice of Default; Cure Period. With respect to a default or breach by either Party hereunder, neither Party will be in default under this Agreement unless and until the other Party gives the defaulting Party written notice specifying the default or defaults and such Item #7.1.

CNAP-55587\2675389.4 25
default or defaults have not been cured within two (2) business days from the defaulting Party’s receipt of such notice.
b. Liquidated Damages. IF BUYER FAILS TO COMPLETE THE PURCHASE

PROVIDED FOR IN THIS AGREEMENT BY REASON OF ANY DEFAULT OF BUYER, SELLER SHALL BE RELEASED FROM SELLER’S OBLIGATION TO SELL THE PROPERTY TO BUYER. FURTHER, BY INITIALING THIS PARAGRAPH 25b BUYER AND SELLER AGREE AND UNDERSTAND THAT

IN EVENT OF DEFAULT BY BUYER, (A) IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES; (B) AN AMOUNT

EQUAL TO THE DEPOSIT HAS BEEN AGREED UPON, AFTER
NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES IF THE CLOSING DOES NOT OCCUR BY REASON OF BUYER’S

DEFAULT HEREUNDER AND SHALL CONSTITUTE LIQUIDATED
DAMAGES PAYABLE TO SELLER; (C) THE PAYMENT OF THE

LIQUIDATED DAMAGES TO SELLER SHALL CONSTITUTE THE
EXCLUSIVE AND SOLE REMEDY OF SELLER AT LAW OR IN EQUITY; (D) SELLER MAY RETAIN THAT PAYMENT ON ACCOUNT OF THE
PURCHASE PRICE FOR THE PROPERTY AS LIQUIDATED DAMAGES; AND (E) PAYMENT OF THOSE SUMS TO SELLER AS LIQUIDATED DAMAGES IS

NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT INSTEAD, IS

INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER
PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE. THE PARTIES HAVE FREELY NEGOTIATED THE FOREGOING
LIQUIDATED DAMAGES PROVISION IN GOOD FAITH. NOTHING SET FORTH IN THIS PARAGRAPH 25.b. SHALL SERVE TO LIMIT ANY

INDEMNITY OBLIGATION OF BUYER UNDER THIS AGREEMENT OR ANY POST-CLOSING OBLIGATION OF BUYER. EXCEPT AS EXPRESSLY

PROVIDED ABOVE, SELLER HEREBY WAIVES AND RELEASES ANY

RIGHT SELLER OTHERWISE POSSESSES TO RECOVER OR SEEK TO

RECOVER ANY DAMAGES ARISING OUT OF A DEFAULT UNDER THIS

AGREEMENT BY BUYER PRIOR TO CLOSING, INCLUDING, WITHOUT

LIMITATION, ANY CONSEQUENTIAL (INCLUDING LOST PROFITS),

SPECIAL OR GENERAL DAMAGES OF ANY NATURE OR KIND (EVEN IF

BUYER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES),

OR FOR ANY PUNITIVE DAMAGES UNDER ANY CIRCUMSTANCES, AND

ALL SUCH DAMAGES CLAIMS ARE HEREBY WAIVED BY SELLER TO THE FULLEST EXTENT PERMITTED BY LAW.
c. SELLER Default. IF, AT CLOSING, SELLER IS IN DEFAULT OF ANY OF ITS

OBLIGATIONS UNDER THIS AGREEMENT AND SUCH DEFAULT CONTINUES

BEYOND THE PERIOD SPECIFIED IMMEDIATELY ABOVE IN PARAGRAPH

25.a, THEN BUYER SHALL HAVE THE RIGHT TO ELECT, AS ITS SOLE AND EXCLUSIVE REMEDY, TO TAKE ONE (1), BUT NOT MORE THAN ONE (1), OF THE FOLLOWING ACTIONS: (i) terminate this Agreement by written notice to Item #7.1.

CNAP-55587\2675389.4 26
SELLER, promptly after which the Deposit shall be returned or released to BUYER and neither SELLER nor BUYER shall have any liability hereunder except for those obligations which expressly survive the termination of this Agreement; (ii) waive the default and proceed to Closing; or (iii) file an action for specific performance; provided, however, that no such action shall be deemed timely unless BUYER files and serves the same within no later than ninety (90) days after the earlier of (x) the date the applicable SELLER’s default occurred or (y) what would have been the Expected Closing Date, but for SELLER’s default, and any such action filed or served thereafter shall be deemed time barred. EXCEPT AS EXPRESSLY PROVIDED ABOVE, AND EXCEPT FOR SELLER’S POST-CLOSING OBLIGATIONS UNDER THIS AGREEMENT, BUYER

HEREBY WAIVES AND RELEASES ANY RIGHT BUYER OTHERWISE

POSSESSES TO RECOVER OR SEEK TO RECOVER ANY DAMAGES ARISING

OUT OF THIS AGREEMENT AND/OR ESCROW THEREFOR, INCLUDING,

WITHOUT LIMITATION, ANY CONSEQUENTIAL (INCLUDING LOST PROFITS),

SPECIAL OR GENERAL DAMAGES OF ANY NATURE OR KIND (EVEN IF

SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), OR

FOR ANY PUNITIVE DAMAGES UNDER ANY CIRCUMSTANCES, AND ALL

SUCH DAMAGES CLAIMS ARE HEREBY WAIVED BY BUYER TO THE
FULLEST EXTENT PERMITTED BY LAW.

26. FURTHER ASSURANCES AND CONTINGENCIES. The Parties agree to perform such further acts and to execute and deliver such additional documents and instruments as may be reasonably required in order to carry out the provisions of this Agreement and the intentions of the Parties. Such acts shall include, but not be limited to, compliance by BUYER and SELLER with California Government Code section 65402.

27. GENDER, NUMBER. As used herein, the singular shall include the plural and the masculine shall include the feminine, wherever the context so requires.

28. GOVERNING LAW; VENUE. This Agreement shall be governed, interpreted, construed, and enforced in accordance with the laws of the State of California and any litigation brought hereunder in state court shall be brought in the Superior Court of California, County of Napa, a unified court.

29. HEADINGS. The captions and paragraph and subparagraph headings used in this Agreement are inserted for convenience of reference only and are not intended to define, limit, or affect the construction or interpretation of any term or provision hereof.

30. CONSTRUCTION. This Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.

31. WAIVER OF BREACH. No waiver by any Party of any breach of this Agreement shall be deemed a waiver of any other or subsequent breach.

32. NO OTHER INDUCEMENT. The making, execution and delivery of this Agreement by the Parties hereto has been induced by no representations, statements, warranties, or agreements Item #7.1.

CNAP-55587\2675389.4 27
other than those expressed herein.

33. SEVERABILITY. If any term, provision, covenant, or condition of this Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this Agreement shall be severable and shall not be affected thereby, and each of the remaining terms, provisions, covenants, or conditions of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

34. SUCCESSORS. All terms of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective heirs, legal representatives, successors, and assigns; however, no obligations set forth herein connected with or pertaining to Revenue Participation shall bind any successors or assigns of BUYER.

35. TIME. Time is of the essence of each provision of this Agreement. All periods of time referred to in this Agreement shall include all Saturdays, Sundays and state or national holidays, unless the period of time specifies business days, provided that if the date or last date to perform any act or give any notice or approval shall fall on a Saturday, Sunday or state or national holiday, such act or notice may be timely performed or given on the next succeeding day which is not a Saturday, Sunday or state or national holiday.

36. WAIVER OF PERFORMANCE. The waiver by one Party of the performance of any term, provision, covenant, or condition shall not invalidate this Agreement, nor shall it be considered as a waiver by such Party of any other term, provision, covenant, or condition. Delay by any Party in pursuing any remedy or in insisting upon full performance for any breach or failure of any term, provision, covenant, or condition shall not prevent such Party from later pursuing remedies or insisting upon full performance for the same or any similar breach or failure.

37. ATTORNEYS’ FEES. Should any litigation be commenced between the Parties to this Agreement concerning the sale or the rights or duties of the Parties in relation thereto, the Party prevailing in such litigation shall be entitled, in addition to such other relief as may be provided by this Agreement, to a reasonable sum as and for attorney’s fees and costs in such litigation, or in a separate action brought for that purpose. For purposes of this Agreement, the terms “attorneys’ fees” or “attorneys’ fees and costs” shall mean the fees and expenses of counsel to the prevailing Party, which may also include printing, photostating, duplicating, air freight charges and other expenses, as well as the fees billed for law clerks, paralegals and other persons not admitted to the bar but performing services under the supervision of an attorney.

38. NOTICES. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed given and effective: (i) on the date of delivery if served personally on the Party to whom notice is to be given or, unless otherwise specifically provided or required by this Agreement; (ii) if sent by overnight delivery, such as by Federal Express, on the date said notice or other writing is delivered or on which delivery is refused; (iii) five (5) business days after mailing by first class, registered or certified mail, postage prepaid; or (iv) if by electronic mail, in which case it will be deemed delivered on the date sent, and properly addressed as follows:

Item #7.1.

CNAP-55587\2675389.4 28
Any Party may change its address for purposes of this paragraph by giving the other Party written notice of the new address in the manner set forth above.

BUYER:

City of Calistoga
1232 Washington St.

Calistoga, CA 94515
ATTN: City Manager
Email: [email protected]
With a copy to:

City Attorney
Burke, Williams & Sorensen, LLP
1901 Harrison St., Suite 900
Oakland, CA 94612
ATTN: Michelle Marchetta Kenyon
Email: [email protected]
SELLER:

Napa County
Department of Public Works
1195 Third Street, Suite 101
Napa, California 94559
ATTN: Director of Public Works
Email: [email protected]
With a copy to:

Napa County
Office of Napa County Counsel
1195 Third Street, Suite 301
ATTN: County Counsel
Email: [email protected]
With an additional copy to (only until the Closing
occurs):

Miller Starr Regalia
1331 N. California Blvd., 6th Floor
Walnut Creek, CA 94596
Attn: Michael Di Geronimo
Email: [email protected]

39. CLOSING COSTS, FEES AND PRORATIONS.
a. BUYER shall pay all closing costs including but not limited to real property taxes, assessments, documentary transfer taxes, title insurance desired by BUYER (including the premiums for the Title Policy), escrow and recording fees, except that SELLER shall pay a real estate commission for the Broker. Additionally, with respect to the costs of curing any Exception, which SELLER has agreed to cure, if any, as specified in Paragraph 9 above, SELLER shall pay for all costs thereof. Each Party will be responsible for and bear all of its own costs and expenses incurred in connection with the proposed purchase and sale, including without limitation, all accounting, legal and other fees and expenses.
b. All fixed and additional rentals under any Existing Lease or New Lease in effect at Closing shall be prorated subject to the following: SELLER shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Expected Closing Date and all refundable cash security deposits (to the extent the foregoing was made by the applicable tenant and not applied or forfeited prior to the Closing) to BUYER on the Item #7.1.

CNAP-55587\2675389.4 29
Expected Closing Date. All delinquent fixed, base or minimum rent, Reimbursable Tenant Expenses (as defined below) and any and all additional rent, sums or expenses owed by any tenant under any Existing Lease or New Lease (“Delinquent Rent”) shall not be prorated on the Expected Closing Date. Rather, with respect to any such Existing Lease or New Lease, BUYER shall cause any such Delinquent Rents for the period prior to Closing to be remitted to SELLER if, as and when collected, subject to the following:

At Closing, SELLER shall deliver to BUYER a schedule of all such Delinquent Rents.

To the extent BUYER receives payment of rents (or income in connection with other tenant charges) no matter how identified on or after the Expected Closing Date, such payments shall be applied first toward the rent (or other tenant charge) for the month in which the Closing occurs then to the rent (or other tenant charge) owed to BUYER in connection with the applicable Lease or other document for which such payments are received, and then to any Delinquent Rents (or other tenant charges) owed to SELLER, with SELLER’s share thereof being promptly delivered to SELLER; provided, however, that any year-end or similar reconciliation payment shall be allocated as hereinafter provided. BUYER may not waive any Delinquent Rents or modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which SELLER is entitled to receive a share of charges or amounts without first obtaining SELLER’s written consent. SELLER hereby reserves the right to pursue any remedy for damages against any tenant owing Delinquent Rents and any other amounts to SELLER (but following the Closing shall not be entitled to terminate any Lease or any tenant’s right to possession), provided that, SELLER shall not exercise any such remedy for a period of two (2) months after the Closing. BUYER shall reasonably cooperate with SELLER, at no material out-of-pocket cost to BUYER, in any collection efforts hereunder, but shall not be required to litigate or declare a default under any Lease. Notwithstanding the above, BUYER shall have no obligation to deliver any Delinquent Rent received by BUYER more than fourteen (14) months after the Closing and after said period shall have no further duty to cooperate with SELLER with respect to the collection of any Delinquent Rents. With respect to Delinquent Rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Expected Closing Date, SELLER shall retain all of the rights relating thereto.

40. REAL ESTATE BROKERS. The Parties understand and acknowledge that Colliers Parrish International, Inc. (“Broker”) is representing the SELLER exclusively, and SELLER shall pay any and all fees and/or commissions due to Broker. The Parties acknowledge and agree that other than the Broker listed herein, there are no other brokers representing the Parties or due any fees and/or commissions under this Agreement. BUYER and SELLER each represent and warrant to the other that they have had no dealings with any person, firm, broker or finder in connection with the negotiation of this Agreement and/or the consummation of the purchase and sale contemplated herein other than the Broker identified in this Paragraph, and that no broker or other person, firm or entity, other than said Broker is or are entitled to any commission or finder’s fee in connection with this transaction as the result of any dealings or acts of such Party.

BUYER and SELLER do each hereby agree to indemnify, defend, protect, and hold the other harmless from and against any costs, expenses or liability for compensation, commission or charges which may be claimed by any broker, finder, or other similar party, other than said named Broker by reason of any dealings or act of the indemnifying Party.

Item #7.1.

CNAP-55587\2675389.4 30

41. COUNTERPARTS AND .PDF / FACSIMILE SIGNATURES. This Agreement may be executed by the Parties in counterparts, each of which shall be deemed an original, and all of which when together shall constitute one and the same instrument. Escrow Holder, after verifying that the counterparts are identical except for the signatures, is authorized and instructed to combine the signed signature pages on one of the counterparts, which shall then constitute the Agreement. In order to expedite the transaction contemplated herein, facsimile and/or .pdf (including by DocuSign) signatures may be used in place of original signatures on this Agreement. SELLER and BUYER intend to be bound by the signatures on the electronically transmitted document, are aware that the other Party will rely on such signatures, and hereby waive any defenses to the enforcement of the terms of this Agreement based on the form of signature.

42. RELATIONSHIP OF BUYER AND SELLER. Notwithstanding anything to the contrary contained herein, this Agreement shall not be deemed or construed to make the Parties hereto partners or joint venturers, or to render either Party liable for any of the debts or obligations of the other, it being the intention of the Parties to merely create the relationship of SELLER and BUYER with respect to the Property to be conveyed hereby.

43. AUTHORITY TO SIGN. Each Party and the signatories for that Party represent and warrant that the Party’s signatories to this Agreement are authorized to enter into this Agreement on behalf of that Party and that no other authorizations are required to implement this Agreement on behalf of that Party. The Parties agree that written evidence of such authorization shall be submitted by each Party to the other Party prior to the Close of Escrow. Such evidence may be in the form of a certified copy of the minutes of the governing board of the Party approving such Agreement and authorizing signature thereof.

44. FORCE MAJEURE. Neither Party hereunder shall be deemed to be in Default, and all performance and other dates specified in this Agreement shall be extended where a delay in the Party’s ability to perform is due to: war; insurrection; strikes and labor disputes; lockouts; riots; floods; pandemics, earthquakes; fires; casualties; acts of God; acts of the public enemy; acts of terrorism; epidemics; quarantine restrictions; freight embargoes; governmental restrictions, or any other cause beyond that Party’s reasonable control and without its fault or negligence (each a “Force Majeure Delay”). Acts or failures to act of BUYER shall not excuse performance by BUYER and acts or failures to act of SELLER shall not excuse performance by SELLER. BUYER’S inability or failure to obtain financing or purchase funds for the purchase of the Property shall not be the basis for a Force Majeure Delay, unless the inability or failure to obtain financing or purchase funds is caused by one of the Force Majeure Delays enumerated above. An extension of time for any such Force Majeure Delay shall be for the period of the forced delay and shall commence to run from the time of the commencement of the cause of the delay until the cause of the delay has ceased, provided, and on the condition that the Party claiming such extension must send to the other Party written notice of such Force Majeure Delay (and the basis therefor) within ten (10) days of the commencement of the Force Majeure Delay or such Party waives its right to claim a Force Majeure Delay hereunder.
[Signatures on next page]
Item #7.1.

CNAP-55587\2675389.4 31
IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the last date of execution below.

BUYER: CITY OF CALISTOGA
By: ___________________
Name: ________________
Its: ___________________
Date: ________, 2022
APPROVED AS TO FORM:

City Attorney:

By: ___________________
Name: ________________
SELLER: NAPA COUNTY, a political subdivision of the
State of California
By: ___________________
Ryan Gregory, Chair of the
Board of Supervisors
Dated: ________, 2022
APPROVED AS TO FORM:

Office of County Counsel
By:

Deputy County Counsel

APPROVED BY THE NAPA COUNTY BOARD
OF SUPERVISORS:

Dated: _____________
Processed By:
___________________________
Deputy Clerk of the Board
ATTEST: NEHA HOSKINS
Item #7.1.

CNAP-55587\2675389.4 32
Clerk of the Board of Supervisors
By:

Item #7.1.

CNAP-55587\2675389.4 33

JOINDER AND ACCEPTANCE BY ESCROW HOLDER
Placer Title Company referred to in this Agreement as “Escrow Holder,” hereby acknowledges that it received this Purchase and Sale Agreement and Escrow Instructions executed by SELLER and BUYER on or about ___________, 2022, and accepts the obligations of Escrow Holder as set forth herein.

PLACER TITLE COMPANY
By: _________________________
Name: _________________________
Title: _________________________
Item #7.1.

CNAP-55587\2675389.4
Exhibit A
Description of the Property
Item #7.1.

CNAP-55587\2675389.4
Exhibit A
[Continued]
The land referred to in this report is situated in the City of Calistoga, County of Napa, State of California, and is described as follows:

TRACT ONE:

PARCEL ONE:

Commencing at the most Northerly corner of the 15.62 acre tract of land described in deed to P.

Rubbattino et al recorded September 30, 1916, in Book 116 of Deeds, at page 114, said Napa County Records; thence from said point of beginning S 29° 45’ W, along the westerly line of said Tract 320.00 feet to the true point of beginning thence from said true point of beginning S 59° 45’ E 554.30 feet; thence N 29° 50’ E 320.00 feet to the northerly line of Lot 35 as shown on the map entitled, “Map of Calistoga Lands, as surveyed in 1871 and Subdivided in part in 1876” filed April 20, 1877, Napa County Records; thence S 59° 45’ E along said northerly line, 80.00 feet to the westerly line of the Napa County Fair Grounds, described in deed of record in Book 130 of Official Records at page 215, Napa County Records; thence S 29° 50’ W along said westerly line 1715.61 feet to the center of the Napa River; thence along the center of the Napa River the following courses and distances, N 68° 38’ 02” W 158.57 feet; thence N 75° 11’ 37” W 75.66 feet; thence N 62° 51’ 48” W 201.27 feet; thence N 57° 03’ 10” W 201.52 feet to the westerly line of said 15.62 acre tract; thence continuing northwesterly along the center of the Napa River to the center of Musgrove Creek; thence northerly along the center of Musgrove Creek to a point on a line which bears N 84° 15’ 03” W from a point which lies S 29° 42’ 44” W 80.11 feet from the most easterly corner of Lot 28 as shown on the “Final Map of Fairway Vista” recorded in Book 15 of Record Maps at Pages 4 and 5, Napa County Records; thence S 84° 15’ 03” E to the southeasterly line of said Lot 28; thence N 29° 42’ 44” E along the southeasterly line of Fairway Vista 1164.46 more or less to the point of beginning.

APN: 011-481-022 and 011-140-006
TRACT TWO:

PARCEL ONE:

Lots numbered 31,32,33, 34 and the East one-half of Lot 35 as the said lots are laid down and delineated upon a certain map entitled "Map of Calistoga Lands, as Surveyed in 1871 and Subdivided in Part In 1876" filed April 20,1877 in the office of the County Recorder of said Napa County.

Excepting therefrom the following:
(a) All that portion of said Lots 31, 32 and 33 which lies southeasterly of the northeasterly extension of the southeasterly line of said Lot 34.
(b) 6.71 acres of land, more or less, of said Lot numbered 34, heretofore conveyed by Susan J.

McFarling to F.M. Crumley by deed of record in Volume 98 of Deeds at page 48, Napa County Records.

Item #7.1.

CNAP-55587\2675389.4
(c) 11 38 acres of land, more or less, of said Lot numbered 35, heretofore conveyed by Susan J McFarling to Francis M. Crumley by deed of record Volume 112 of Deeds at page 94, Napa County Records.

APN: 011-140-007 (Ptn.)
PARCEL TWO:

Commencing at the most eastern comer of that certain parcel of land described in the deed of John B Logvy et ux of record in Book 161 of Official Records, page 306, said Napa County Records, and running thence along the northerly boundary thereof, North 59° 45’ West, 615.78 feet and South 30° 15’ West, 103 62 feet to a corner of said parcel: thence continuing South 30° 15’ West 21.38 feet; thence South 59° 45' East 615.78 feet to a point on the northwesterly line of Oak Street; and thence North 30° 15' East and along said last mentioned line 125.00 feet to the point of beginning.

APN: 011-140-007(Ptn.)
PARCEL THREE:

Beginning at the point formed by the intersection of the Westerly line of the city street known as "Oak Street" with the northerly line of the city street known as "Washington Street," thence from said point of beginning along said northerly line N 59° 45' W 330.00 feet to the point of commencement along said northerly line N 59° 45' W 234.96 feet; thence S 30°15' W 113.60 feet to the centerline of the Napa River, thence along the centerline the following courses and distances: N 63° 00' W 150.40 feet, N 69° 00' W 189.00 feet; N 48° 30' W 220.00 feet; and N 66° 45' W 207.00 feet to the southeast corner of the tract of land conveyed to the County of Napa in deed of record in Volume 548, at Page 14, Official Records; thence along the easterly line of said tract of land N 30° 15' E 717.50 feet to the southwest corner of the tract of land conveyed to the County of Napa in deed of record in Volume 130, Page 215, Official Records, thence along the Southerly line of said tract S 59° 08' E 484.38 feet; thence leaving said southerly line S 16° 06' E 306.16 feet; thence S 31° 10' W 21.39 feet to the southwest corner of the parcel of land conveyed to the County of Napa in deed of record in Volume 746 at Page 370, Official Records; thence along the Southerly line of said parcel S 59°45' E 617.55 feet to the westerly line of the City street known as "Oak Street," thence along the westerly line S 30°15' W 202.28 feet; thence S 31° 10' W 21.38 feet to the Southwest corner of the parcel of land conveyed to the County of Napa in deed of record in Volume 746 Page 370, Official Records; thence along the Southerly line of said parcel S 59° 45' E 617.55 feet to the westerly line of the City street known as "Oak Street," thence along said westerly line S 30°15' W, 202.28 feet; thence N 59° 06' W 330.02 feet; thence S 30°15' W 146.25 feet to the point of commencement.

APN: 011-140-055
Item #7.1.

CNAP-55587\2675389.4
Exhibit B
Grant Deed

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

MAIL TAX STATEMENTS TO:
(Space Above This Line For Recorder’s Use Only)
Exempt from Recording Fee
pursuant to Govt. Code § 27383
DOCUMENTARY TRANSFER TAX IS $ 0. THIS TRANSFER IS EXEMPT FROM DOCUMENTARY TRANSFER TAX PURSUANT TO R&T CODE §11922.

THE PROPERTY IS LOCATED IN CALISTOGA, CALIFORNIA.

APN(S): 011-140-055, 011-140-006, 011-140-007 and 011-481-022.

GRANT DEED
For valuable consideration, NAPA COUNTY, a political subdivision of the State of California hereby grants to the CITY OF CALISTOGA, a general law city, all that certain real property located in the City of Calistoga, County of Napa, State of California, more particularly described on Schedule 1 attached hereto and incorporated herein by reference, together with all rights and privileges appurtenant thereto, subject to all matters of record and all matters that would be shown by an accurate survey of the Property.

Dated this ____ day of _______, 20__.

GRANTOR:

NAPA COUNTY, a political subdivision of the State
of California
By:____________________________________
__________________________, Chair of the
Board of Supervisors
Item #7.1.

CNAP-55587\2675389.4
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of _____________________ )
On ____________________, before me, ____________________________, the undersigned, a notary public for the state, personally appeared _____________________________, proved to me to be the person(s) whose name(s) is/are subscribed to the within instrument, as a witness thereto, on the oath of _____________________________, a credible witness who is known to me and provided a satisfactory identifying document. _____________________________, being by me duly sworn, deposed and said that he/she/they was present and saw/heard _______________________________, the same person(s) described in and whose name(s) is/are subscribed to the within, or attached, instrument in his/her/their authorized capacity(ies) as a party(ies) thereto, execute or acknowledge executing the same, and that said affiant subscribed his/her/their name(s) to the within instrument as a witness at the request of _______________________________.

WITNESS my hand and official seal.

Signature
Item #7.1.

CNAP-55587\2675389.4
Exhibit A to Grant Deed
Legal Description
That certain land situated in the County of Napa, State of California, and described as follows:
[To be inserted]
Item #7.1.

CNAP-55587\2675389.4
Exhibit C
Escrow Holder’s General Provisions

1. All funds received in this escrow shall be deposited in a separate escrow fund account or accounts of Placer Title Company (for the benefit of the Parties hereto) with one or more state or national banks duly qualified to do business in the State of California, so that each such account shall be fully insured at all times by the Federal Deposit Insurance Corporation, to the maximum extent permitted by law. All disbursements shall be made by check of Placer Title Company.

2. Escrow Holder is authorized to prepare, obtain, record, and deliver the necessary instruments to carry out the terms and conditions of this escrow and to order to be issued at Close of escrow the policy of title insurance as called for in these instructions. “Close of escrow” shall mean the date instruments are recorded, unless otherwise specified by the Parties.

3. All adjustments and prorations shall be made on the basis of a 365-day year and the actual number of days in the month in which the close of escrow occurs.

4. If applicable, Escrow Holder is instructed to assign any fire and casualty insurance policy delivered to you and to secure any endorsements required in the performance of these instructions.

Escrow Holder may assume that said policy is in full force and effect and that all premiums due have been paid.

5. Escrow Holder shall have no responsibility for notifying any of the Parties to this escrow of any sale, resale, loan, exchange, or other transaction involving any property herein described or of any profit realized by any person, firm, or corporation in connection therewith, regardless of the fact that such transaction(s) may be handled by you in this escrow or in another escrow.

6. No notice, demand or change of instruction shall be of any effect in this escrow unless given in writing by all parties affected thereby and except as otherwise specifically provided in the Agreement to which these General Provisions are attached.

7. If the conditions of this escrow have not been complied with at the time herein provided, Escrow Holder is nevertheless to complete the same as soon as the conditions (except as to time) have been complied with, unless any Party hereto has made written demand upon you for the return of money and instruments deposited by it.

8. Unless the Agreement otherwise provides or unless otherwise instructed by either Buyer or Seller, Escrow Holder is authorized to furnish copies of these instructions, any supplements, or amendments thereto, notices of cancellation and closing statements to the attorneys, real estate broker(s) and lender(s), if any, named in this escrow.

9. Any funds abandoned or remaining unclaimed, after good faith efforts have been made by the Escrow Holder to return same to the Party(ies) entitled thereto, shall be assessed a holding fee of Fifty Dollars ($50.00) annually.

Item #7.1.

CNAP-55587\2675389.4

10. All documents, closing statements, and balances due the Parties to this escrow are to be wire transferred to said Parties pursuant to separate wire transfer instructions to be delivered to escrow, or if no such separate wire transfer instructions are given to escrow, by Priority U.S. Mail or FEDEX at the addresses set forth in the Agreement of the parties for notices, unless otherwise instructed.

11. Notwithstanding the foregoing, if Escrow Holder is also acting as Title Company under the Agreement, nothing set forth in these General Provisions shall limit any liability set forth in the Title Policy(ies) provided in the Agreement.

12. For purposes of complying with Internal Revenue Code Section 6045(e), as amended effective January 1, 1991, escrow holder is hereby designated as the “person responsible for closing the transaction” and also as the “reporting person,” for purposes of filing any information returns with the Internal Revenue Service concerning this transaction, as required by law.

13. Escrow Holder shall assist the Parties in obtaining a waiver of withholding from the Franchise Tax Board with respect to the transactions contemplated by the Agreement in accordance with Section 18662 of the Revenue and Taxation Code of California.

14. Escrow Holder shall assist the Parties in complying with the provisions of Internal Revenue Code Section 1445 (FIRPTA withholding).

Item #7.1.

CNAP-55587\2675389.4
Exhibit D
Declaration
RECORDING REQUESTED BY:

Napa County Department of Public Works
1195 Third Street, Suite 101
Napa, CA 94559
Attn: Director of Public Works
WHEN RECORDED, MAIL TO:

Napa County Department of Public Works
1195 Third Street, Suite 101
Napa, CA 94559
Attn: Director of Public Works
(Space Above For Recorder’s Use)
*Exempt from fee pursuant to Government Code Section 6103

DECLARATION OF COVENANTS AND RESTRICTIONS
THIS DECLARATION OF COVENANTS AND RESTRICTIONS (“Declaration”) is made by and between NAPA COUNTY, a political subdivision of the State of California (hereinafter referred to as “Seller” or “County”), and CITY OF CALISTOGA, a general law city (hereinafter referred to as “Buyer” or “City”) as of ____________, 202__ (the “Effective Date”)

RECITALS
A. Concurrently with the execution hereof, and pursuant to that certain Purchase and Sale Agreement and Escrow Instructions (Napa County Agreement No. __________) by and between County as seller and City as buyer (the “Purchase Agreement”), City is acquiring from County certain real property located within the City of Calistoga comprised of approximately 70.6 acres, as more particularly described on Exhibit 1 attached hereto (the “Property”); and B. The County’s willingness to enter into the Purchase Agreement and convey the Property to City is in reliance upon City’s agreement to enter into this Declaration under the terms and conditions set forth herein.

AGREEMENT
NOW, THEREFORE, in consideration of the above and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:

1. Definitions. Capitalized terms used in this Declaration and not defined below or elsewhere in this Declaration shall have the meanings set forth in the Purchase Agreement.

Item #7.1.

CNAP-55587\2675389.4

1.1 “Cap Rate” is defined in Section 3.2.

1.2 “City Acquisition Amount” is defined in Section 3.1.

1.3 “Constant Dollars” means the present value of the dollars to which such phrase refers. An adjustment shall occur on January 1 after the first full calendar year following the date of this Declaration, and thereafter at two (2) year intervals. Constant Dollars shall be determined by multiplying the dollar amount to be adjusted by a fraction, the numerator of which is the “Current Index Number” (as defined below) and the denominator of which is the “Base Index Number” (as such terms are hereinafter defined). The “Base Index Number” is the level of the “Index” (as hereinafter defined) for the month and year during which the Effective Date occurs; the “Current Index Number” is the level of the Index for the month of September of the year preceding the adjustment year; the “Index” is the Consumer Price Index for All Urban Consumers, U.S. City Average, All items published by the United States Department of Commerce (base year 1982-84=100), or any successor index thereto as hereinafter provided. If publication of the Index is discontinued, or if the basis of calculating the Index is materially changed, then the Parties shall substitute for the Index comparable statistics as computed by an agency of the United States Government or, if none, by a substantial and responsible periodical or publication of recognized authority most closely approximating the result which would have been achieved by the Index.

1.4 “Long Term Lease” means any future ground lease for any portion of the Property, which (i) has a term, including any options [whether exercised or not], equal to or in excess of fifty (50) years; and which (ii) results in a change in the existing uses (not simply an expansion or increase in said uses) on the Property, as the case may be, from the uses on the Property, as the case may be, as of the Effective Date (which historical existing uses are RV park, race track, event center, public facilities, telecom leases and fairgrounds, offsite hotel parking, golf course and clubhouse, and utility company equipment and material storage.

1.5 “Net Operating Income” means the income or rent that the City receives from any future Long Term Lease MINUS any and all operating expenses incurred by the City under such Long Term Lease, or otherwise payable by the City with respect to the leased portion of the Property. In no event, however, shall Net Operating Income include any income or rent generated by any use of the Property, or any lease or renewal of a lease that is not a Long Term Lease.

1.6 “Net Proceeds” means the proceeds City receives from the sale or future Long Term Lease of the Property, or any portion thereof, MINUS all standard and customary marketbased costs and expenses incurred, on a one-time or ongoing basis, by City related to such sale or future Long Term Lease, including but not limited to title and escrow fees, title insurance premiums, survey costs, transfer taxes and fees, other closing costs, brokerage commissions, costs of any improvements made to the Property, or any portion thereof, including but not limited to any and all design and construction fees and costs and related expenses, for such improvements, tenant improvement costs, rent concessions, attorneys’ fees and costs, marketing fees and maintenance, management and other costs incurred by City in connection with the Property, or any applicable portion thereof.

Item #7.1.

CNAP-55587\2675389.4

1.7 “Notice of Transaction” is defined in Section 3.4.

1.8 “Parties” means City and County.

1.9 “Property” is defined in Recital A.

1.10 “Purchase Agreement” is defined in Recital A.

1.11 “Revenue” shall be as defined in Section 3.2.

1.12 “Revenue Participation” shall mean those amounts payable by City pursuant to Section 3.

2. Intentionally Deleted.

3. Revenue Participation. For a period commencing on the Close of Escrow and continuing until December 31, 2042, City agrees to pay to County in the manner specified below the amount of the “Revenue Participation” (as defined below).

3.1 Calculation of Revenue Participation. “Revenue Participation” means the applicable Share of Revenue set forth below in this Section 3.1 that is in excess of Two Hundred Twenty-Five Thousand Dollars ($225,000) in Constant Dollars per acre (the “City Acquisition Amount”) based on the Effective Date the applicable sale or Long Term Lease occurred: [Dates to be adjusted if Escrow does not close by July 31, 2026.] Share of Revenue as of: Share of Revenue to be Paid to County:

Closing to December 31, 2023 50%
January 1, 2024 to December 31, 2024 47.5%
January 1, 2025 to December 31, 2025 45%
January 1, 2026 to December 31, 2026 42.5%
January 1, 2027 to December 31, 2027 40%
January 1, 2028 to December 31, 2028 37.5%
January 1, 2029 to December 31, 2029 35%
January 1, 2030 to December 31, 2030 32.5%
January 1, 2031 to December 31, 2031 30%
January 1, 2032 to December 31, 2032 27.5%
January 1, 2033 to December 31, 2033 25%
January 1, 2034 to December 31, 2034 22.5%
January 1, 2035 to December 31, 2035 20%
January 1, 2036 to December 31, 2036 17.5%
January 1, 2037 to December 31, 2037 15%
January 1, 2038 to December 31, 2038 12.5%
January 1, 2039 to December 31, 2039 10%
January 1, 2040 to December 31, 2040 7.5%
January 1, 2041 to December 31, 2041 5%
January 1, 2042 to December 31, 2042 2.5%
Item #7.1.

CNAP-55587\2675389.4

3.2 Revenue. “Revenue” for purposes of this Declaration shall be defined as follows:
a. Sale. In connection with City’s sale of the Property or any portion thereof, “Revenue” means the Net Proceeds received by the City from the sale of the Property or any portion thereof to a third party. For purposes of calculating the Revenue Participation, the Net Proceeds shall be divided by the number of acres to determine the Net Proceeds per acre. If a portion of the Property being sold is less than an acre, then the Net Proceeds shall be prorated proportionately. For example, if the portion of the Property being sold was comprised of one-half (1/2) acre, then the City Acquisition Amount for purposes of calculating the Revenue Participation would be One Hundred Twelve Thousand Five Hundred Dollars ($112,500) and if the closing of such portion of the Property occurred in 2031 and the Net Proceeds the City gained from the sale of such portion of the Property was $212,500, then the Revenue Participation due from City to County would be $30,000 calculated as follows: $212,500 -$112,500 = $100,000 x 30% = $30,000, each subject to any adjustment of the City Acquisition Amount due to CPI increases as specified in Section 1.3, which sets forth the definition of Constant Dollars. b. Lease. In connection with the City entering into a future Long Term Lease for the Property or any portion thereof for which consideration is paid to City; “Revenue” shall mean and shall be calculated as follows:
(1) Revenue Participation shall be prorated based on the acreage covered by the lease, and the Revenue shall be determined by using a Net Operating Income approach to determine the fair market sales value of the Property (or the particular portion in question) (“FMV”) through the use of an appropriate capitalization rate (the “Cap Rate”) to determine what the Property would sell for if sold on the open market, i.e. its fair market value for purposes of a sale. If the Parties cannot agree on the Cap Rate or the Revenue to be used for determining the Revenue Participation in connection with a lease transaction, then the Parties shall hire a commercial broker with not less than ten (10) years’ experience in Napa or Sonoma Counties who neither party has hired previously in order to determine the Cap Rate and the FMV of the Property based thereon. If the Parties cannot agree on such a broker, then either party may retain a retired judge at JAMS to select such a broker for the Parties (and if the Parties cannot agree on the retired judge to use for such selection, then the Parties agree to be bound by any applicable rules adopted by JAMS to determine such selection). The Parties shall share equally in the fees and costs of any broker and/or JAMS judge retained pursuant to the above.
(2) By way of example only, if City leased under a Long Term Lease one acre in June 2023 that generated a Net Operating Income of One Hundred Thousand Dollars ($100,000) with a seven percent (7%) Cap Rate, then the FMV of the one acre portion of the Property subject to the Long Term Lease would be deemed to be $1,428,571 with a Revenue Participation of $601,785.50 [$1,428,571 - $225,000 x .5], subject to any adjustment of the City Acquisition Amount for increases therein due to CPI changes as specified in Section 1.3, which sets forth the definition of Constant Dollars.

Item #7.1.

CNAP-55587\2675389.4

3.3 Exclusions from Revenue Participation. Notwithstanding anything to the contrary herein, Revenue Participation shall not apply in either of the following circumstances: (i) the Revenue Participation shall not apply to any portion of the Property for which any Revenue Participation has already been paid as a result of any bona fide sale or Long Term Lease (i.e., not made in bad faith for purposes of evading or attempting to evade any obligation to pay Revenue Participation hereunder). By way of example, if the City leased two (2) acres of the Property to XYZ under a Long Term Lease, and as a result, the City paid the County $50,000 in Revenue Participation, then the City would not be required to pay the County any further Revenue Participation as a result of a sale of the same two (2) acres to ABC two years after the subject Long Term Lease was entered into; and (ii) the Revenue Participation shall not apply to any leases or uses on the Property in existence as of the Effective Date, or any expansion or increase of said leases and uses, or any renewals thereof (regardless of whether said uses in existence as of the Effective Date allowed under any such lease to expand or increase), or any other lease that is not a Long Term Lease.

3.4 Notice of Transaction. Regardless of whether or not any Revenue Participation is due to County, City shall deliver written notice to County of each and every sale or future Long Term Lease for the Property or portion thereof within thirty (30) days after such transaction is consummated (“Notice of Transaction”). Such Notice of Transaction shall be accompanied by a statement by City certifying the amount of consideration paid or payable to City in connection therewith, the amount of Property conveyed and if the applicable transaction is an applicable Long Term Lease, then also other terms of such transaction such as the term, and all rental amounts due thereunder. At County’s request, City shall deliver copies of the purchase contract or applicable Long Term Lease within ten (10) business days after County’s request therefor.

3.5 EACH PARTY HERETO AGREES TO BE BOUND BY THE FMV

DETERMINATION OF ANY BROKER OR BROKERS RETAINED BY THE PARTIES PURSUANT TO THE ABOVE WITHOUT ANY RIGHT OF APPEAL OR REVIEW.

4. Payment of Revenue Participation. Payment of any Revenue Participation shall be paid by City to County as follows: (a) in the event of a fee title sale of the Property, or any portion thereof, within twenty (20) days after the Property, or any applicable portion of the Property, is transferred and the net sales proceeds are received by the City; and (b) in the event of a future Long Term Lease, the Revenue Participation due to the County shall be paid to the County on an annual basis (prorated over the term of such Long Term Lease) within ninety (90) days after the end of each calendar year, however, City shall only be required to pay the Revenue Participation from rent or other income actually received by the City.

5. Default and Remedies.

5.1 Default. Each of the terms, conditions, covenants and provisions of City and County under this Declaration is a material consideration for this Declaration, the breach of which shall be deemed a default hereunder. Said default shall be deemed to have occurred if either party has not effected a cure within ten (10) days of a written notice from the other party specifying the breach.

Item #7.1.

CNAP-55587\2675389.4

5.2 Rights and Remedies. To the maximum extent permitted by law, all rights, options and remedies of County and City contained in this Declaration shall be construed and held to be cumulative, and no one of them shall be exclusive of the other, and County and City shall each have the right to pursue any one or all of such remedies or any other remedy or relief which may be provided by law or equity, whether or not stated in this Declaration.

5.3 No Continuing Waiver. No waiver by County or City of a breach of any of the terms, covenants, or conditions of this Declaration by the other party shall be construed or held to be a waiver of any succeeding or preceding breach of the same or any other term, covenant or conditions herein contained. No waiver of any default by City or County hereunder shall be implied from any omission by such party to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect default other than as specified in such waiver. The consent or approval by one party to or any act by the other party requiring a party’s consent or approval shall not be deemed to waive or render unnecessary the party’s consent or approval to or of any subsequent similar acts. Without limiting the generality of the foregoing, County’s or City’s acceptance of any payments hereunder shall not be deemed a waiver of any breach by City or County under the terms and conditions hereof.

6. Miscellaneous.

6.1 Notices. All notices or other communications between County and City required or permitted hereunder shall be in writing and personally delivered or sent by reputable overnight courier (such as Federal Express or UPS) to the following addresses:

City of Calistoga
1232 Washington St.

Calistoga, CA 94515
Attn: City Manager
Email: [email protected]
Napa County
Department of Public Works
1195 Third Street, Suite 101
Napa, CA 94559
Attn: Director of Public Works
With a copy to: With a copy to:

City Attorney
Burke, Williams & Sorensen, LLP
1901 Harrison St., Suite 900
Oakland, CA 94612
ATTN: Michelle Marchetta Kenyon
Email: [email protected]
Napa County
Office of Napa County Counsel
1195 Third Street, Suite 301
ATTN: County Counsel
Email: [email protected]
A notice shall be effective on the date of personal delivery if personally delivered before 5:00 p.m., otherwise on the day following personal delivery, or on the day following delivery to the applicable overnight courier, if sent by overnight courier. Either party may change the address to which notices are to be given to it by giving notice of such change of address in the manner set forth above for giving notice.

Item #7.1.

CNAP-55587\2675389.4

6.2 Time of the Essence. Time is of the essence of this Declaration and each and every term and provision hereof.

6.3 Benefits and Burdens Run with the Land only to a Limited Extent Regarding Revenue Participation. This Declaration and the rights, duties, powers, covenants, conditions, restrictions and obligations contained in this Declaration (a) burden and benefit the Property, the City and the County with respect to their respective ownership interests in said properties, and the successors and assigns of their respective ownership interests in said properties and (b) are enforceable as equitable servitudes and constitute covenants running with the land pursuant to applicable law, including without limitation, Section 1468 of the Civil Code of the State of California, as the same may be amended from time to time and all successor statutes thereof; provided, however, any and all rights, duties, powers, covenants, conditions, restrictions and obligations contained in this Declaration that relate or pertain to Revenue Participation (x) burden the Property only during City’s ownership of the Property; (y) do not burden any of the City’s successors, grantees, assigns, or any and all other persons acquiring any portion of the Property or interest therein, whether by operation of law or in any manner whatsoever; and (z) do not benefit any of the County’s successors, grantees or assigns, or any future owners of the Property, or any portion thereof. Upon the close of escrow of a sale of the Property (or applicable portion thereof) and the payment of any Revenue Participation due to the County, County shall not be entitled to further Revenue Participation in connection with a future sale or lease of the Property (or applicable portion thereof). For the avoidance of doubt, under no circumstances shall the City have any obligation to pay any Revenue Participation to any other person or entity other than the County.

6.4 Interpretation; Governing Law. This Declaration shall be construed as if prepared by both Parties. Accordingly, any rule of law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Declaration against the party that has drafted it is not applicable and is waived. This Declaration shall be construed, interpreted and governed by the laws of the State of California and the laws of the United States of America prevailing in California.

6.5 Severability. If any provision of this Declaration, or the application thereof, shall for any reason and to any extent be invalid or unenforceable, the remainder of this Declaration and application of such provision to other circumstances, shall be interpreted so as best to reasonably effect the intent of the Parties hereto.

6.6 Performance of Acts on Business Days. Unless specifically stated to the contrary, all references to days herein shall be deemed to refer to calendar days. In the event that the final date for payment of any amount or performance of any act hereunder falls on a Saturday, Sunday or holiday, such payment may be made or act performed on the next succeeding business day.

6.7 Attorneys’ Fees. In the event of any legal action or other proceeding between the Parties regarding this Declaration or the Property (an “Action”), the prevailing party shall be entitled to the payment by the losing party of its reasonable attorneys’ fees, court costs and litigation expenses, as determined by the court.

6.8 Post-Judgment Attorneys’ Fees. The prevailing party in any Action shall be entitled, in addition to and separately from the amounts recoverable under Section 6.7, to the payment by the losing party of the prevailing party’s reasonable attorneys’ fees, court costs and litigation Item #7.1.

CNAP-55587\2675389.4
expenses incurred in connection with (a) any appellate review of the judgment rendered in such Action or of any other ruling in such Action, and (b) any proceeding to enforce a judgment in such Action. It is the intent of the Parties that the provisions of this Section be distinct and severable from the other rights of the Parties under this Declaration, shall survive the entry of judgment in any Action and shall not be merged into such judgment.

6.9 Waiver of Jury Trial. To the extent allowed by applicable law, the Parties hereby waive their respective right to trial by jury of any cause of action, claim, counterclaim or crosscomplaint in any action, proceeding or hearing brought by a party hereto or its successors and assigns on any matter whatsoever arising out of, or in any way connected with, this Declaration, the relationship of the Parties hereto, or the enforcement of any remedy under any law, statute, or regulation, emergency or otherwise, now or hereafter in effect.

6.10 Jurisdiction. The Parties agree that any action or proceeding to enforce or relating to this Declaration shall be brought exclusively in the federal or state courts located in Napa County, California, and the Parties hereto consent to the exercise of personal jurisdiction over them by any such courts for purposes of any such action or proceeding.

6.11 Entire Agreement; Amendments. This Declaration, together with the Purchase Agreement, is intended by the Parties to be the final expression of their agreement with respect to the subject matter hereof and is intended as the complete and exclusive statement of the terms of the agreement between the Parties. As such, this Declaration supersedes any prior understandings between the Parties, whether oral or written. Any amendments to this Declaration shall be in writing and shall be signed by all Parties hereto.

6.12 No Waiver. No delay on the part of any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party hereto of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder, nor shall any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

6.13 Assignment. City shall not assign any of its rights or delegate any of its obligations hereunder without the prior written consent of County.

6.14 Headings; Cross-References; Exhibits. The headings and captions used in this Declaration are for convenience and ease of reference only and shall not be used to construe, interpret, or limit the terms of this Declaration.

6.15 Survival of Certain Covenants. City’s obligation to pay Revenue Participation shall survive the conveyance by City of the Property or any applicable portion thereof, as long as such Revenue Participation is due as of the conveyance of the Property by the City. Those covenants of City which are not capable of being fully performed prior to the sale by City of the Property or which may be capable of or require performance after the sale of the Property shall survive until performed in full. The foregoing shall apply whether or not such covenant is expressly stated to survive.

6.16 No Partnership. County shall not be liable to any contractor, subcontractor, supplier, laborer, architect, engineer, purchaser, or any other party for services performed or materials Item #7.1.

CNAP-55587\2675389.4
supplied or for any causes of action arising out of or in connection with construction or sale of improvements on the Property by or on behalf of City. County shall not be liable for any debts or claims accruing in favor of any such parties against City or others or against the Property. City is not and shall not be considered an agent of County for any purposes. County is not a venture partner with City in any manner whatsoever and County shall not have any fiduciary duties as to City. County shall not be deemed to be in privity of contract with any contractor or provider of services on the Property or any purchaser of the Property or any portion thereof, nor shall any payment of funds directly to a contractor, subcontractor or provider of services be deemed to create any third party beneficiary status or recognition of same by County. Approvals granted by County for any matters covered under this Declaration shall be construed to be solely for the benefit of City and no other person shall be considered a third party beneficiary hereof.

6.17 Interest Rate Limitation. County and City stipulate and agree that none of the terms and provisions contained herein or in any document or instrument executed in connection herewith shall ever be construed to create a contract for the use, forbearance or detention of money requiring payment of interest at a rate in excess of the maximum interest rate permitted to be charged by the laws of the State of California. In such event, if County shall collect monies which are deemed to constitute interest which would otherwise increase the effective interest rate payable under this Declaration to a rate in excess of the maximum rate permitted to be charged by the laws of the State of California, all such sums deemed to constitute interest in excess of such maximum rate shall, at the option of County, be credited to the payment of other sums, if any, due hereunder or returned to City.

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS DECLARATION TO BE EXECUTED.

CITY: CITY OF CALISTOGA
By:

Name:

Its:

Date: ______________, 202__
APPROVED AS TO FORM:

City Attorney:

By:

Name:

COUNTY: NAPA COUNTY, a political subdivision of
the State of California
By:

Item #7.1.

CNAP-55587\2675389.4
__________, Chair of the
Board of Supervisors
Dated: ____________, 202__
APPROVED AS TO FORM:

Office of County Counsel
By:

Deputy County Counsel

APPROVED BY THE NAPA COUNTY
BOARD OF SUPERVISORS:

Dated:

Processed by:

Deputy Clerk of the Board
ATTEST: ______________
Clerk of the Board of Supervisors
By:
[SIGNATURES MUST BE NOTARIZED]
Item #7.1.

CNAP-55587\2675389.4

A NOTARY PUBLIC OR OTHER OFFICER COMPLETING THIS CERTIFICATE VERIFIES ONLY THE

IDENTITY OF THE INDIVIDUAL WHO SIGNED THE DOCUMENT TO WHICH THIS CERTIFICATE IS ATTACHED, AND NOT THE TRUTHFULNESS, ACCURACY, OR VALIDITY OF THAT DOCUMENT.

State of California )
County of )
On ______________________, before me, ____________________________, a Notary Public, personally appeared ________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature ________________________________________

A NOTARY PUBLIC OR OTHER OFFICER COMPLETING THIS CERTIFICATE VERIFIES ONLY THE

IDENTITY OF THE INDIVIDUAL WHO SIGNED THE DOCUMENT TO WHICH THIS CERTIFICATE IS ATTACHED, AND NOT THE TRUTHFULNESS, ACCURACY, OR VALIDITY OF THAT DOCUMENT.

State of California )
County of )
On ______________________, before me, ____________________________, a Notary Public, personally appeared ________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature ________________________________________
Item #7.1.

CNAP-55587\2675389.4
Exhibit “1”
to
Declaration
Legal Description of Property

ALL THAT CERTAIN LAND SITUATED IN THE CITY OF CALISTOGA, COUNTY OF NAPA, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
[To be added]
Item #7.1.

CNAP-55587\2675389.4
Exhibit E
Existing Leases

1. That Structure Lease Agreement between the County and New Cingular Wireless PCS, LLC entered into on or about November 25, 2014 (Napa County Agreement No. 8238).

2. Amended and Restated License Agreement for Use of Fairground Facilities, dated August 11, 2020, by and between the County and the Calistoga Art Center, a nonprofit organization (Napa County Agreement No. 200398B), as amended by that Napa County Agreement No. 200398B Amendment No. 1, dated December 8, 2020, that Napa County Agreement No. 200398B Amendment No. 2, dated May 18, 2021, and that Napa County Agreement No. 200398B Amendment No. 3, dated June 7, 2022.

3. That County of Napa License Agreement for Use of Fairground Facilities, dated July 1, 2020, by and between the County and Community Action of Napa Valley (Napa County Agreement No. 210042C), as amended that Napa County Agreement No. 210042C Amendment No. 1, dated October 27, 2020, that Napa County Agreement No. 210042C Amendment No. 2, dated April 16, 2021, and that Napa County Agreement No. 210042C Amendment No. 3, dated May 2, 2022.

4. That License Agreement 190214C entered into on January 1, 2019 between Seller and Buyer, as amended

5. That Land and Tower Lease Agreement entered into on or about January 24, 2017, by and between the County and GTE Mobilnet of California limited partnership (Napa County Agreement No. 170731B).

6. Ground Lease dated December 4, 2018, by and between the County and the Napa County Office of Education (Napa County Agreement No. 8574) along with that Access and Utility Easement Agreement, dated January 1, 2019, by and between the County and the Napa County Office of Education (Napa County Agreement No. 8575).

Item #7.1.

CNAP-55587\2675389.4
Exhibit E-1
New Existing Leases

1. That Amended and Restated Space License Agreement for Use of Fairground Facilities, dated December 8, 2020, by and between the County and Silver Rose Property Owner, a limited partnership (Napa County Agreement No. 21098B), as amended by that Amendment No. 1, dated June 8, 2021, and that Assignment and Amendment No. 2, dated December 14, 2021, wherein Licensee’s interest was assigned to Calistoga Vines Lessee, Inc.

2. That Space License Agreement, dated August 2, 2021, by and between the County and Pacific Gas and Electric Company, a California corporation (Napa County Agreement No. 220111C), as amended by that Napa County Agreement No. 220111C, dated February 24, 2022.

3. That License Agreement (Public Safety Power Shutoff), dated June 9, 2020, by and between the County and Pacific Gas and Electric Company (Napa County Agreement No. 200370B).

4. That Space License Agreement for Use of Fairground Facilities, dated January 4, 2021, by and between the County and Logistics Health, Inc., a Wisconsin corporation (Napa County Agreement No. 210253C), as amended by that Napa County Agreement No. 21053C, dated June 7, 2021, and that Napa County No. 201253C Amendment No. 2.

5. Space License Agreement for Use of Fairgrounds Facilities dated January 1, 2021, by and between the County and the Napa County Fair Association, a California nonprofit corporation (County Agreement No. 210315C), as amended by that Napa County Agreement No. 210315C, dated December 17, 2021, and that Napa County Agreement No. 210315C, dated July 1, 2022.

Item #7.1.

CNAP-55587\2675389.4
Exhibit F
Existing Contracts
None
Item #7.1.

CNAP-55587\2675389.4
Exhibit G
Tenant Estoppel Certificate

CITY, STATE
Address
PN#

TENANT ESTOPPEL CERTIFICATE
TO:

DATE:

PREMISES:

LEASE DATE:

LANDLORD: (“Landlord”)
TENANT: (“Tenant”)
MONTHLY BASE RENT:

PERCENTAGE RENT:

LEASE TERM: Lease expires
RENEWAL OPTIONS: As stated in the lease
Ladies and Gentlemen:

To the best of its knowledge and belief, the undersigned Tenant hereby confirms, as of the date hereof, the following:

1. It is currently in possession of the Premises. Tenant has not assigned the Lease or sublet the Premises.

2. The Lease is in full force and effect and represents the entire agreement between Tenant and the Landlord relating to the lease of the Premises, and the Lease has not been amended, modified, changed, supplemented, or clarified, except as follows:
a.

Item #7.1.

CNAP-55587\2675389.4

3. Monthly Base Rent is _____________ [Insert date]. No rent has been paid more than one month in advance of its due date.

4. To its actual knowledge, Tenant has no defense or offset to Tenant’s obligation to pay Rent pursuant to the Lease.

5. Tenant has not received nor has Tenant given any notice of default pursuant to the terms of the Lease which has not been cured, except:

6. The Security Deposit, if any, paid by Tenant is:

7. Tenant has no option, right of first refusal or otherwise to purchase the Property or any portion thereof or any interest therein and the only interest of the Tenant in the Property is that of a tenant pursuant to the terms of the Lease.

This Tenant Estoppel Certificate is given solely for the information of the party to whom it is addressed and may not be relied upon by any other person or entity. Tenant shall be estopped from taking any position contrary to the statements contained in this Tenant Estoppel Certificate in any dispute between Tenant and the party to whom this Tenant Estoppel Certificate is addressed, however, this Tenant Estoppel Certificate shall not in any way create any liability in or provide any right of action against Tenant or its officers, directors, agents, employees, and representatives.

Very truly yours,
______________________________________
By:____________________________________
Item #7.1.

EXHIBIT G-1
Form of Landlord Estoppel Certificate
TO: CITY OF CALISTOGA, a general law city (“Buyer”)
RE: Premises Address: ______ __________, Calistoga, CA (the Premises”) Leases Date: ________________
By and Between: NAPA COUNTY, a political subdivision of the State of California (“Landlord”) and ______________________ (“Tenant”)
The undersigned is the Landlord of the above-referenced lease and any and all amendments thereto (collectively, the “Lease”). The undersigned hereby acknowledges and certifies to Buyer the following:

1. Tenant is currently in possession of the Premises. To Landlord’s actual knowledge, Tenant has not assigned the Lease or sublet the Premises, except as follows: ______________.

2. The Lease is in full force and effect and represents the entire agreement between Tenant and Landlord relating to the lease of the Premises, and the Lease has not been amended, modified, changed, supplemented, or clarified, except as follows: _______________.

3. Monthly Base Rent is _____________ [Insert date]. No rent has been paid more than one month in advance of its due date.

4. To Landlord’s actual knowledge, Tenant has no defense or offset to Tenant’s obligation to pay Rent pursuant to the Lease.

5. Landlord has not received nor has Landlord given any notice of default pursuant to the terms of the Lease which has not been cured, except as follows: ____________.

6. The expiration date of the Lease is _____________. Tenant has no options to extend the term of the Lease other than the following:
.

7. The Security Deposit, if any, paid by Tenant is ____________.

8. Tenant has no option, right of first refusal or otherwise to purchase the property of which the Premises is a part or any portion thereof, and the only interest of the Tenant in said property is that of a tenant pursuant to the terms of the Lease.

Pursuant to that Purchase and Sale Agreement and Escrow Instruction, dated August __, 2019 for reference purposes, between Landlord, as seller, and Buyer (the “Purchase Agreement”), the undersigned hereby certifies that the information contained in this Landlord Estoppel Certificate is true and correct in all material respects, that the parties to whom this statement is addressed may rely upon said information, and Landlord shall be estopped from taking any position contrary to the statements Item #7.1.

contained in this Landlord Estoppel Certificate. To the extent that the Tenant subsequently provides a Tenant Estoppel Certificate as specified more fully in Paragraph 20.c.7 of the Purchase Agreement, the terms of Paragraph 20.c.7 shall apply. Notwithstanding anything to the contrary herein, (1) this Landlord Estoppel Certificate shall not be effective unless and until the “Closing” (as defined in the Purchase Agreement) occurs; (2) Seller shall have no liability under this Landlord Estoppel Certificate except to the extent Tenant makes a claim that constitutes a breach of this Landlord Estoppel Certificate above, and any such liability shall be limited by the damage limitations set forth in Paragraph 25.c of the Purchase Agreement; and (3) this Landlord Estoppel Certificate is subject to the time limitation set forth in Paragraph 17 of the Purchase Agreement, which is referred to therein as the Survival Period.

IN WITNESS WHEREOF, Landlord has executed this Landlord Estoppel Certificate as of ____________________, 20__.

NAPA COUNTY, a political subdivision of the State of California By: ___________________
_____________, Chair of the
Board of Supervisors
Dated: ________, 20__
APPROVED AS TO FORM:

Office of County Counsel
By: ___________________
Deputy County Counsel
Item #7.1.

CNAP-55587\2675389.4
Exhibit H
Abreu Claim
Item #7.1.

CNAP-55587\2675389.4
Item #7.1.

CNAP-55587\2675389.4
Item #7.1.

11. SELLER has disclosed to BUYER that a certain claim has been made by David Abreu, individually, Abreu Vineyards, Inc. and David Abreu Vineyard Management, Inc. (individually and collectively "Abreu"), as set forth in the May 14, 2019 and the June 2, 2022 letter~ from Abreu's attorney and addressed to the Napa County Fair Association, Inc., a-copiesy of which are-is attached hereto as Exhibit H, regarding certain improvements located on the Property (the "Abreu Claim"). Specifically, Abreu alleges as part of the Abreu Claim that Abreu is the owner of certain improvements located on the portion of the Property improved with a racetrack (the "Racetrack") and that he is entitled to remove the same from the Property (the "Disputed Items"). SELLER represents and warrants to BUYER tha-t other than the May 14 2019 letter copied in Exhibit H SELLER has received no other written or oral communication regarding the Abreu Claim or any other claim to any improvements located on the Property and SELLER shall indemnify, defend and hold BUYER harmless from and against any and all causes of action, demands, and/or claims asserted against BUYER or any of its officials or employees, and compensate BUYER for any and all actual costs, expenses and losses (including, without limitation, any and all actual costs and expenses necessary to replace any Disputed Items, along with all required certifications in place), regardless of the outcome of any litigation over the Abreu Claim, and any and all actual lost revenue (minus any resulting costs savings) resulting from an inability to operate the Racetrack in whole or in part due to the Abreu Claim, and any and all liabilities incurred or suffered by BUYER arising out of or related to the Abreu Claim. Any such defense provided to BUYER pursuant to this Paragraph 17 .f.i.11 shall be through counsel selected by SELLER, which counsel shall be reasonably acceptable to BUYER. Without limitation, such acceptable counsel shall include, but not be limited to, Miller Starr Regalia and Burke, Williams & Sorensen, LLP. In connection with any such defense, if SELLER is named as defendant or otherwise appears in any action or proceeding in which SELLER is defending BUYER hereunder, or if SELLER or counsel selected to defend BUYER or to resolve the Abreu Claim or matters arising therefrom, otherwise reasonably deems the same necessary or beneficial (a) BUYER shall execute a conflict of interest waiver requested to allow BUYER and SELLER to be represented by the same counsel and/or (b) BUYER and SELLER shall keep in effect the Common Interest, Confidentiality, and Non-Disclosure Agreement, dated January 8, 2020, ( or a substantially similar successor agreement between BUYER and SELLER). In lieu of continuing to provide a defense to any action or proceeding arising out of or related to the Abreu Claim, SELLER shall be entitled to settle the same on any terms and conditions that SELLER deems appropriate in its sole and absolute discretion as long as any such settlement results in (i) Abreu agreeing to leave the Disputed Items on the Property and disclaiming any interest therein, or any other terms reasonably acceptable to SELLER and BUYER and (ii) waiving any and all claims against BUYER.

SF #4896-1837-8038 v 1

11. SELLER has disclosed to BUYER that a certain claim has been made by David Abreu, individually, Abreu Vineyards, Inc. and David Abreu Vineyard Management, Inc. (individually and collectively “Abreu”), as set forth in the May 14, 2019 le?er§ from Abreu’s attorney and addressed to the Napa County Fair Association, Inc., a—copi__e_sy of which Leisattached hereto as Exhibit H, regarding certain improvements located on the Property (the “Abreu Claim”). Speci?cally, Abreu alleges as part of the Abreu Claim that Abreu is the owner of certain improvements located on the portion of the Property improved with a racetrack (the “Racetrack”) and that he is entitled to remove the same from the Property (the “Disputed Items”). -SEI=L«EPc—
2- --' -. =
- , 9- ==-=- . " -. -
SELLER shall
indemnify, defend and hold BUYER harmless from and against any and all causes of action, demands, and/or claims asserted against BUYER or any of its of?cials or employees, and compensate BUYER for any and all actual costs, expenses and losses (including, without limitation, any and all actual costs and expenses necessary to replace any Disputed Items, along with all required certi?cations in place), regardless of the outcome of any litigation over the Abreu Claim, and any and all actual lost revenue (minus any resulting costs savings) resulting from an inability to operate the Racetrack in whole or in part due to the Abreu Claim, and any and all liabilities incurred or suffered by BUYER arising out of or related to the Abreu Claim. Any such defense provided to BUYER pursuant to this Paragraph 17.f.i.11 shall be through counsel selected by SELLER, which counsel shall be reasonably acceptable to BUYER. Without limitation, such acceptable counsel shall include, but not be limited to, Miller Starr Regalia and Burke, Williams & Sorensen, LLP. In connection with any such defense, if SELLER is named as defendant or otherwise appears in any action or proceeding in which SELLER is defending BUYER hereunder, or if SELLER or counsel selected to defend BUYER or to resolve the Abreu Claim or matters arising therefrom, otherwise reasonably deems the same necessary or bene?cial (a) BUYER shall execute a con?ict of interest waiver requested to allow BUYER and SELLER to be represented by the same counsel and/or (b) BUYER and SELLER shall keep in effect the Common Interest, Con?dentiality, and Non-Disclosure Agreement, dated January 8, 2020, (or a substantially similar successor agreement between BUYER and SELLER). In lieu of continuing to provide a defense to any action or proceeding arising out of or related to the Abreu Claim, SELLER shall be entitled to settle the same on any terms and conditions that SELLER deems appropriate in its sole and absolute discretion as long as any such settlement results in (i) Abreu agreeing to leave theDisputed Items on the Property and disclaiming any interest therein, or any other terms reasonably acceptable to SELLER and BUYER and (ii) waiving any and all claims against BUYER.

SF #4896-1837-8038 vl
Item #7.1.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Laura Snideman, City Manager
Meeting: City Council - Oct 04 2022
Subject: Discussion and Direction Regarding Fairground Acquisition Funding DESCRIPTION:

Discussion and direction regarding Fairground acquisition funding.

RECOMMENDATION:

Discuss and provide direction regarding Fairground acquisition funding.

BACKGROUND/SUMMARY:

At the City Council’s September 13, 2022 meeting the Council received a presentation regarding the utilization of a Community Facilities District (CFD) to fund the purchase, capital improvement and ongoing maintenance of the Napa County Fairgrounds and a request to hire the necessary professional consultants to form the CFD and issue the bonds.

The City Manager engaged NHA Advisors, LLC to assist in evaluating alternative funding mechanisms. Based on this analysis it was determined that the most appropriate financing mechanism would be the formation of a CFD in accordance with the Mello-Roos Community Facilities Act of 1982, and the issuance of tax-exempt bonds.

At the conclusion of the presentation the City Council directed the City Manager to initiate the CFD formation process and also authorized the City Manager to execute professional service agreements to engage a municipal advisor, special tax consultant and bond counsel to pursue the formation of a CFD and issuance of bonds for the purchase, capital improvement and on-going maintenance of the Napa County Fairgrounds.

DISCUSSION:

As discussed at the September 13th meeting a CFD requires several procedural steps including the drafting of a Rate and Method of Apportionment (“RMA”) which defines the special tax, formulas for allocation of the special tax, and authorized public facilities to be funded. In addition to the RMA, a CFD Boundary Map (“Map”) is required to identify properties and a resolution calling for the intention to form the CFD (“ROI”). The first step of the approval process includes the ROI, Map and RMA and calls for a public hearing approximately 30-60 days after the ROI is adopted. These actions have been tentatively scheduled for Council consideration on October 11, 2022.

In order to prepare the RMA, staff needs direction from the City Council on 1) the amount of funding needed to purchase the fairgrounds, make the necessary capital improvements, and provide the required on-going maintenance and 2) the formulas for allocation of the special tax.

Item #7.2.

In addition to the purchase of the property, the purpose of the CFD must be stated as part of the formation process, including the use of the special tax proceeds and what public improvements and maintenance may be funded by the special tax levy. The subject property includes certain community facilities/event centers such as the Arts, Tubbs, Tucker and Ag Pavilion buildings, Great Lawn, improved parking lots, improved/semi-improved open space, the Calistoga Speedway, grandstands, bleachers, the RV Park, several out-buildings, 9-hole the golf course, the clubhouse and 2 singlefamily residences near the RV Park and golf course. As discussed at the September 13th Council meeting, during the previous due diligence period, the City staff commissioned preparation of a reserve analysis to estimate those costs. When the City and County initiated discussions regarding the purchase of the entire property, staff had the analysis updated. The update included incorporating inflation factors, as well as prevailing wage considerations in the rehabilitation of the existing structures, facilities and grounds.

Overview of Required Capital Improvements
Event Center - The event center and adjoining lawns and parking areas, occupy approximately 14 acres of the site. The property and buildings have received minimal preventative maintenance over the past eight plus years. Roof repair/replacement is needed for the Tubbs, Butler, and Snack Shack.

Interior and exterior finishes of all buildings are worn and need repainting. If wall/ceiling replacement is necessary asbestos removal may be required. Many areas of the perimeter and interior fencing are damaged and need repair. Asphalt paving is old and deteriorating, and the restroom facilities do not meet ADA standards and need to be remodeled.

RV Park - The RV Park encompasses approximately 4 acres with sixty-nine spaces, twenty-four with full hook-ups and thirty-nine with water and electricity only. The facility is operated from a 10X12 portable building which is not ADA compliant. The restroom facilities lack adequate ventilation and lighting. Interior finishes are primitive and should be remodeled. Many parts of the RV Park lack adequate stormwater drainage facilities and are subject to flooding during winter rains. Irrigation systems need repair, and the grounds need overall maintenance and cleaning.

Speedway - The Speedway encompasses approximately 16 acres. ADA accessibility is lacking at several locations, the announcer’s booth does not have adequate ADA accessibility and compliance will be challenging and expensive. The restrooms need remodeling, and the flood lighting is antiquated and should be replaced. In addition, the sewer lateral for the restroom at the interior of the racetrack interior is too flat and needs to be replaced and possibly a small pump station installed. Depending on resolution of the ownership dispute between the County, the Napa County Fair Association and a private individual over the installation of several upgrades at the Speedway, the sound system speakers, digital score board, perimeter safety fencing, black shade cloth, start-finish flag stand, flagpole, irrigation timer box and internet service equipment may need to be replaced.

Golf Course – The 9-hole golf course encompasses the northern half of the property (approximately 35+ acres). In addition to the links, adjacent open space and drainage areas, there is a club house, parking lot and an adjacent residence. The fairways and greens have become completely overgrown with weeds. They will require complete renovation, removal of former grass, scraping and smoothing, and planting of new sod and grass. The exterior of the club house is in poor condition and needs to be repainted. There are two bridges of steel frame infrastructure with wood plank top surface and steel railings that need to be replaced. Irrigation ditches and ponds need to cleared, and irrigation pond pumps replaced. Large sections of exterior fencing have been damaged due to falling tree limbs and needs to be replaced. Significant tree trimming and removal is required. The entry driveway and club house parking area need complete renovation.

Item #7.2.

ADA Compliance - There are over 400 individual items that are non-compliant and will require significant investment to comply with American with Disabilities Act: restrooms, doors, parking spaces, signage, path of travel, plumbing, lighting, etc.

Utilities - Existing solar panels do not appear to have metering. Service disconnect for the Butler Building does not meet current code from an emergency personnel perspective. Numerous leaks in irrigation system reported throughout the property. Irrigation system at RV Park is in deteriorated condition. Individual buildings and the RV Park are not sub-metered. Building fire suppression system needs maintenance and possible repairs. Limited connections to sewer mains necessitate long, poorly sloped laterals which are prone to clogging. Each building needs to have individual sewer laterals plumbed to the sewer main or a new collection constructed on the campus. Interior building sewer lines are in poor condition and need to be replaced requiring concrete saw-cutting and excavation.

Estimated Capital Improvement and On-going Maintenance Costs In developing a capital expenditure plan City staff focused on the first 3 years of operation of the Events Center and RV Park that historically have garnered the most use and have the highest revenue potential, which can assist in reducing future special tax assessments. In addition, Calistoga residents have continually voiced their desire to have the fairgrounds function in a manner that it historically has. Therefore, based on the Resource Analysis estimates of improvements to provide the community an operational and safe fairground in the first 3 years of ownership would equal $9.1 million.

Also, to ensure the facilities will be able to provide the event center actives desired as well as conduct revenue producing events and rentals, Public Works staff worked with the Reserve Analysis consultant to develop a best management maintenance plan to keep the facilities in a state of good condition. This analysis determined an estimated annual expenditure of $2.5 million for staffing, equipment and materials. This may decrease in future years after the initial equipment purchases are made.

Therefore, to fund the purchase of the fairgrounds, fund the necessary capital improvements over the first 3-years of operation and ensure the facilities are properly maintained, the initial annual special tax would need to fund a total expense of $25 million, with an annual debt service of approximately $4 million (see below).

Preliminary Purchase and Cost Estimates
Annual Cost Project Component Cost Annual Amortized Cost Fairground Acquisition $15,900,000 $940,000 (debt service) Initial 3-yr Capital Improvements $9,100,000 $580,000 (debt service) Annual Operations & Maint. $2,448,000 (staff/equip)
Total $25,000,000 $3,968,000
Request for Council Direction
Regarding the tax allocation formulas, special taxes can be based on a per unit, improved or parcel square footage, number of bedrooms, and a myriad of other factors. The only statutory standard for the special tax is that it be reasonable. Thus, if there is a reasonable basis for it, distinct areas and land uses can be taxed differently. During the presentation, the Project Team will present examples of estimated tax rates for different use categories and provide alternatives for allocation of the annual revenue collection necessary to fund the $25 million in annual operational costs. The estimated annual special tax requirement is $4 million. Staff will be seeking direction from the City Council on Item #7.2.

the special tax allocation methodology to be used in the RMA to be presented at the October 11, 2022 meeting.

CONSISTENCY WITH CITY COUNCIL GOALS AND OBJECTIVES:

This discussion item conforms to Council Goal 1: Maintain and enhance the economic vitality of the community and the financial stability of the City, specifically Priority Project #4: Support long-term land stewardship of the Napa County Fairgrounds.

CEQA STATUS:

That the recommend action is not a project under the definitions contained in the Guidelines of the California Environmental Quality Act (CEQA) and is therefore exempt from CEQA.

FINANCIAL IMPACT:

There is no direct fiscal impact from this item.

APPROVAL(S):

Laura Snideman, City Manager Approved - Sep 27 2022
Marni Rittburg, City Clerk Approved - Sep 27 2022
Item #7.2.

CITY OF CALISTOGA

FAIRGROUNDS ACQUISITION & IMPROVEMENTS

INTRODUCTION TO CFD FORMATION & SPECIAL TAX CONSIDERATIONS OCTOBER 4, 2022
Item #7.2.

2 Table of Contents
I. Fairgrounds Funding Acquisition Strategy
II. CFD Formation Process
III. Special Tax Considerations
IV. Items for Approval & Next Steps
Item #7.2.

FAIRGROUNDS ACQUISITION FUNDING STRATEGY
Item #7.2.

4 Fairgrounds Description
Fairgrounds Features:
 70+ acres
 9-Hole Golf Course
 RV Park
 Racetrack
 Open Space
 Meeting Facilities/Buildings
Necessary Repairs Include:
 Golf Course Renovation
 RV Park
 Butler Pavilion
 Tubbs Meeting Hall
 Arts Center
 Ticketing Building
 Miscellaneous Grounds
Item #7.2.

5 Preliminary Purchase and Cost Estimates
Estimated Upfront Cost Project
Component Cost Annual Amortized Cost
Fairground Acquisition $15,900,000 $940,000 (Debt Service) Initial Capital Improvements $9,100,000 $580,000 (Debt Service) Operations & Maintenance $2,448,000 (Staffing/Expenses) Total $25,000,000 $3,968,000
Item #7.2.

CFD FORMATION PROCESS
Item #7.2.

7  Community Facilities District
 Requires 2/3rd Approval of Registered Voters
 Distinct from City
 Can be governed by City Council
 CFD can be formed to include land outside City limits (with County approval)  Property Tax levied through County tax bill
 Annual Tax Revenue Uses
 Capital Projects
 Bond Debt Service
 Ongoing Maintenance & Operations
Community Facilities Districts (“CFD”)
Item #7.2.

8 Calistoga Special Tax District (CFD) Formation
Process Timing Comments
Workshop – PSA Approval/Special Tax Allocation
Policy October 4th City Council
Step 1 - Resolution of Intention to Form CFD and
Levy Special Tax October 11th City Council Action
Step 2 - Resolution of Formation/Public Hearing/
Call for Election November 15th City Council Action
Mail Ballots to Registered Voters Week of January 16 City/Tax Consultant Ballots Due/Election Day February 15th City/County
Item #7.2.

9 Calistoga Fairgrounds Purchase Financing
Process Timing Comments
Certify Election Results February 21st Start Financing Process Approve Bond Financing April 4th City Council
Credit Rating Process/Prepare for
Bond Issuance May City Staff/Finance Team
Sell Bonds/Set Interest Rate Early June City Staff/Finance Team Close Financing/Fund County Escrow June City
Item #7.2.

SPECIAL TAX CONSIDERATIONS
Item #7.2.

11 Proposed Allocation of Annual Revenue Collection
(Residential-Supported Allocation)
Residential (SF, Condo, Apartments) 40%
Hospitality 20%
Commercial/Industrial/Retail 20%
Undeveloped Parcels 20%
100%
Item #7.2.

12 Proposed Allocation of Annual Revenue Collection
(Commercial/Retail/Hospitality-Supported Allocation)
Residential (SF, Condo, Apartments) 15%
Hospitality 30%
Commercial/Industrial/Retail 27%
Undeveloped Parcels 28%
100%
Item #7.2.

13 Proposed Allocation of Annual Revenue Collection
(Balanced Allocation)
Residential (SF, Condo, Apartments) 25%
Hospitality 25%
Commercial/Industrial/Retail 25%
Undeveloped Parcels 25%
100%
Item #7.2.

14 Special Tax Allocation Considerations
Land Use ResidentialSupported
Commercial/Retail/
HospitalitySupported
Balanced
Allocation
Residential (SF, Condo, Apartments) 40% 15% 25%
Hospitality 20% 30% 25%
Commercial/Industrial/Retail 20% 27% 25%
Undeveloped Parcels 20% 28% 25%
Item #7.2.

ITEMS FOR APPROVAL & NEXT STEPS
Item #7.2.

16 Items for Approval & Next Steps
 Request Council to approve Purchase Agreement with Napa County  Direct City Staff to initiate CFD formation process
 Provide direction on special tax allocation methodology Item #7.2.

Marni Rittburg
From:

Sent:

To:

Subject:

Alexis Shoemate
Tuesday, October 4, 2022 7:51 PM
Public Comment
Fairgrounds
~dditionalWri~s, ~ r,
Meeting of=--'(,_,Q"'=f-- ~-::t-.... --=--P-· <---
Item No, $f,.~ /l o· ·: ; ~ CAL.-
p.

CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know t he content is safe.

On behalf of the Friends of the Napa County Fairgrounds, what can we do to financially support this purchase to offset costs to the calistogans / property owners. Can we raise money for the purchase to lower the tax impact on the citizens? We are committed to anything we can do to help the City buy this property.

Thank you,
Alexis Shoemate
From: Nexis Shoemate — Sent: Tuesday, October 4, 2022 7:51 PM To: PublicComment
Subject: Fairgrounds
On behalf of the Friends of the Napa County Fairgrounds, what can we do to ?nancially support this purchase to offset costs to the calistogans / property owners. Can we raise money for the purchase to lower the tax impact on the citizens? We are committed to anything we can do to help the City buy this property.

Thank you,
Alexis Shoemate
Item #7.2.