Agenda — Calistoga City Council, February 25, 2025 (part 1 of 5)

Mayor
Donald Williams
Vice Mayor
Irais Lopez-Ortega
Councilmembers
Lisa M. Gift
Scott Cooper
Kevin Eisenberg
AGENDA
City Council
Tuesday, February 25, 2025 - 6:00 PM
1307 Washington St., Calistoga
Hybrid
Mayor Williams will be present via teleconference from 2006 Idlewild Blvd, Fredericksburg, VA 22401 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.

Please participate in the meeting by observing or listening to the meeting in one of the following ways:

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)

2. Listen or participate via your phone – dial 1-669-900-6833, enter webinar ID: 82921289447,

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

4. Watch online via YouTube Live at youtube.com/cityofcalistoga 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. To comment during a virtual meeting (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.

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 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. 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.

1. CALL TO ORDER/ROLL CALL/PLEDGE OF ALLEGIANCE AND OPTIONAL PATRIOTIC

ACTIVITY

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 not on the agenda 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.

3.1. Unagendized Public Comment (Page 6 - 15)
Additional Public Comment (Page )

4. CITY MANAGER’S REPORT

5. PROCLAMATIONS/PRESENTATIONS/ AWARDS

5.1. Planning and Building Department update for City Council.

Recommended Action:

No action necessary, just receive the presentation.

Staff Report 2025-037: Feb 25 2025 - Planning and Building Department Update - Pdf (Page 16 - 36)
planning and building update - presentation - revised final (Page )

6. CONSENT CALENDAR

6.1. Adopting the Consent Calendar

6.2. Consider adopting a Resolution authorizing the City Manager to enter into a Professional Services Agreement with the Boys and Girls Club for teen services and enter into a License Agreement with the Boys and Girls Club for use of the Monhoff Building
Recommended Action: - Consider Adopting the Resolution
Staff Report 2025-018: Feb 25 2025 - Boys and Girls Club Professional Services and License Agreement - Pdf (Page 37 - 124)
RESOLUTION -Boys and Girls Club (Page )
CALISTOGA Consultant Services Agreement Boys and Girls Club 7.1.24 (Page ) Monhoff Building License 2025 (Page )

6.3. Consider Adopting a Resolution Confirming the Mayor's Appointment of Gerardo Capiel and Ivan Miller to the Active Transportation Advisory Committee (ATAC).

Recommended Action: Consider Adopting the Resolution.

Staff Report 2025-030: Feb 25 2025 - Appointments to the Active Transportation Advisory Committee (ATAC) - Pdf (Page 125 - 136)

2.25 Reso for ATAC (Page )
ATAC - Capiel, Gerardo_Redacted (Page )
ATAC - Miller, Ivan_Redacted (Page )

6.4. Consider adopting a Resolution that authorizes the city manager to enter into a threeyear agreement with SDI Presence, LLC, to provide Information Technology Managed Services.

Recommended Action: - Consider Authorizing the City Manager/Staff to Enter into the Agreement
Staff Report 2025-006: Feb 25 2025 - Information technology managed services contract with SDI Presence, LLC - Pdf (Page 137 - 190)
RESOLUTION -SDI Presence (Page )
Consultant Services Agreement SDI (Page )

6.5. Consideration of a Resolution Accepting a Notice of Completion for the Aeration Basin Liner Replacement Project.

Recommended Action: - Consider Adopting the Resolution
Staff Report 2025-034: Feb 25 2025 - Notice of Completion for the Aeration Basin Liner Replacement Project - Pdf (Page 191 - 200)
AB Liner NOC Reso Attach 1 (Page )
AB Liner NOC Attach 2 (Page )
Staff Report 2025-034: Feb 25 2025 - Notice of Completion for the Aeration Basin Liner Replacement Project - Html (Page )

6.6. Consideration of a Resolution authorizing a non-routine encroachment permit for installation and maintenance of a sediment interceptor device on Fair Way Adjacent to 1507 Lincoln Ave.

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Recommended Action: - Consider Adopting the Resolution
Staff Report 2025-028: Feb 25 2025 - Non-Routine Encroachment Permit for 1507 Lincoln Ave - Pdf (Page 201 - 222)

1. Wilkinson Non Routine EP Attach 1 Reso (Page )

2. Non-Routine Encroachment Permit Application and Preliminary Plans (Page )

3. Wilkinson Non Routine EP Attach 3 (Page )

6.7. Second reading of Ordinance No. 775 amending the Calistoga Municipal Code (CMC) in multiple sections regarding peddling, soliciting, street and sidewalk vending, and mobile food vending activities in the City of Calistoga Recommended Action: Adopt Ordinance No. 775 amending the Calistoga Municipal Code (CMC) regarding peddling, soliciting, street vending, and mobile food vending activities in the City of Calistoga.

Staff Report 2025-036: Feb 25 2025 - Street and Sidewalk Vending Ordinance - Second Reading - Pdf (Page 223 - 262)
ORD 775 Street and Sidewalk Vending (Page )

6.8. Consider adopting the minutes of the February 3, 2025 Special Meeting and February 4, 2025 Regular Meeting.

Recommended Action: - Consider Adopting the Minutes
Staff Report 2025-033: Feb 25 2025 - Adoption of Minutes - Pdf (Page 263 - 279)

2.3.25 Draft Special Meeting (Page )

2.4.25 Draft Minutes (Page )

7. PUBLIC HEARING

7.1. Approval of the On-Bill Financing Loan Agreement with PG&E, and Energy Conservation Agreement with Eco-Green Solutions for the City Building/Facilities Energy Efficiency Equipment Replacement Project.

Recommended Action:

Consider adopting a Resolution Finding Pursuant to Government Code Section 4217 Approving Sole Source Energy Services Contract with EcoGreen Solutions LLC for Energy Efficient Equipment Improvements for City Owned Facilities and Authorizing the City Manager to Execute Associated PG&E On-Bill Loan Financing Agreements to complete the project.

Staff Report 2025-027: Feb 25 2025 - City Buildings and Facilities Energy Efficiency Upgrades Project - Pdf (Page 280 - 370)

1. Draft Resolution (Page )

2. On-Bill Financing Loan Agreement (Page )

3. Statement of Work (Page )

4. Fullfillment Quote (Page )

5. Energy Audit Information (Page )

8. GENERAL GOVERNMENT

8.1. Fiscal Year 24-25 Mid-year budget amendments
Recommended Action:

Receive a report and consider adopting the attached resolution that amends the Fiscal Year 24-25 budget.

Staff Report - Fiscal Year 24-25 Mid-year Budget Amendments - Pdf (Page 371 - 412)

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Attachment 1 Resolution Fiscal Year 24-25 Mid-year Budget Amendments (Page ) Exhibit A FY 2024-2025 Mid-Year Budget (Page )
Exhibit B Fund 70 Fairgrounds - Operations Maintenance (Page ) Exhibit C Affordable Housing Fund - New Measure D TOT Fund FY 24-25 (Page ) FY 24-25 Mid-Year Budget Amendments Presentation_02.25.2025 (Page )

8.2. Council direction regarding Measure D housing funds Recommended Action: Consider Discussing the Item and Providing Staff Direction Staff Report 2025-038: Feb 25 2025 - Measure D Funds - Pdf (Page 413 - 521) 2018-072 Proposed TOT Tax Increase (Page )
blu zones - middle housing - playbook (Page )

8.3. Housing Development on the City Owned Earl and Eddy Parcels Recommended Action: - Consider Discussing the Item and Providing Staff Direction Staff Report 2025-012: Feb 25 2025 - Housing Development on the City Owned Earl and Eddy Parcels - Pdf (Page 522 - 532)
earl and eddy - conceptual site plan and elevation - 2019 (Page ) earl and eaddy parcel map (Page )

8.4. Discussion on options of obtaining local control of Lincoln Avenue Sidewalks to allow and manage business activities.

Recommended Action: Consider Discussing the Item and Providing Staff Direction Staff Report 2025-024: Feb 25 2025 - Lincoln Avenue Sidewalks - Pdf (Page 533 - 771)

12.03.24 Staff Report to City Council - Discussion on Local Control of Lincoln Avenue_Hwy 29 Sidewalks - Pdf (Page )
Caltrans Agreement for Encroachment Permits (003) (Page ) Caltrans Agreement for Maintenance (Page )
July 9 2024 Staff Report - Roles, Responsibilties, and Rules in the Caltrans Right of Way on Lincoln Avenue - Pdf (Page )
December 3 2024 Staff Report - Discussion on Local Control of Lincoln Avenue_Hwy 29 Sidewalks - Pdf (2) (Page )
2011 City of Calistoga Sidewalk Trip Hazard Repair Program 021725 (Page ) City of Calistoga Municipal Code Sidewalk Maintenance Section 12.10.020 (Page )

8.5. Council direction regarding short term rentals
Recommended Action: Consider Discussing the Item and Providing Staff Direction Staff Report 2025-025: Feb 25 2025 - Short Term Rentals - Pdf (Page 772 - 777) Public Comment 8.5 (Page )

8.6. Consider Adopting a Proclamation Statement of Support Regarding Immigration Recommended Action: - Consider Making the Proclamation
Staff Report - Council Statement of Support - Pdf (Page 778 - 781) Council Statement of Support of Historically Marginalized Communities (Page ) Council Statement of Support of Historically Marginalized Communities (Page )

9. COUNCIL REPORTS

10. 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

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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.

SUPPLEMENTAL MATERIAL RECEIVED AFTER THE POSTING OF THE AGENDA:

Any supplemental writings or documents distributed to a majority of the City Council regarding any item on this Agenda, after the posting of the Agenda, such writings or documents will be made available on the City’s website and will be available for public review in the City Clerk’s Office located at 1232 Washington Street, Calistoga, California, during normal business hours and by appointment.

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.

ACTA DE AMERICANOS CON DISCAPACIDADES Se les pide por favor que avise con 48 horas de anticipacion cuando necesita hacer un pedido de assistencia. Esto nos da suficiente tiempo antes de la junta para 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 February 19, 2025, by 4:30 p.m.

Yudiana Galvan, City Clerk

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1 Yudiana Galvan
From: Lana Richardson <>
Sent: Monday, February 24, 2025 1:55 PM
To: Yudiana Galvan
Cc: Julie Vaughn
Subject: Community Enrichment Grant report
Feb 24, 2025
City of Calistoga
Laura Snideman, City Manager
Yudiana Galvan, City Clerk
The Rancho de Calistoga Garden club is very appreciative of receiving a Community Enrichment Grant for 24/25. We purchased 5 more boxes in total - 3 all wood boxes (3’x5’); 2 redwood/corrugated metal boxes ( 3’ x 6’). The boxes have been delivered and are all now installed at the RdC Garden. Thanks to the support of the City and the CEG, the RdC Garden now has raised beds throughout the community garden.

The support of the City over the years through CEG has made this possible.

Thank you,
Lana Richardson
Julie Vaughn
Item #3.1.

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2 subjects for the Calistoga City Council Meeting, Feb 25, 2025. 1 Fairgrounds -
At the November 2024 Calistoga City Council meeting, there was a presentation by the Napa Vine Trail requesting additional funds as they had exceeded their budget due to the extra archeologic work needed. I don't think they had even started work on the section within Calistoga City Limits. They were awarded another $400,000 to continue work, from the Calistoga City discretionary fund. A project that is for pleasure with no Use Fees, but will require further funding for repairs.

With that being said, has the City Manager created a budget or have set aside discretionary funds for the revitalization of the Fairgrounds?
The City Manager was hired in 2022 and I hardly believe that there was never any mention of the City Councils intention to purchase the Fairgrounds property, discussion on the condition of the facility and the needed work to have it open and usable therefore having an income to start offsetting the expenses.

Recently I asked about the position of RV Park Host/ Ambassador and was told that it is a volunteer position .... ? The RV Park will generate income. If the Host/ Ambassador is expected to be on site, watching over the RV Park, possibly collecting fees, then that person should be an actual employee.

At the last City Council meeting the conversation about having a Survey was brought up.

Approximately 8-10 yrs ago the Napa County Supervisors, Calistoga City Council, NC Fair Association and I seem to remember a private donor each paid equal amounts for 2 surveys. One done by a company, Gruen & Gruen, to see if the Fairgrounds could be rebuilt as a Convention Center. The to second company, RCH was develop 4 options for the best use of the grounds. RCH held many open meetings inviting the public for their ideas ... A huge meeting to present the plans and allowing input a Survey from all in attendance. There were questions on how any of the plans allowed for an Evacuation Use. It was stated that there was no need for a evacuation use. Within a month or 2 the Valley Fire in Middletown happened. Apparently, the Survey did not reflect favorable outcome, and there was no announced to move ahead with any of the plans. No explanation given. And yet again there is a request for a Survey. Funds aren't available for Revitalization, but somehow there are funds for a Survey.

Mentioning Evacuation and Fires brings up another subject connected to the Fairgrounds. 2 FIRES
At the last Council Meeting the Chairman of the Planning Committee mentioned the Fairgrounds would be best used as housing. The "Grow or Die" phrase commonly used comes to mind. Yet, the purchase agreement between the City and County clearly states "Historical Use".

Yes, there is a mandate for by the California State Bay Area Housing Growth, RHNA. That outlines mandated growth for the Bay Area Counties that includes Napa County and Calistoga.

There is an appeals process that can be taken if a city or area can prove the mandate is NOTa . good or Safe plan. Does this mandated growth study the topography of each area. Does the Mandated Growth number only take into consideration the census population of a City of 5,000 to 5,500 or does it also consider the surrounding County area that is within the zip code and school district, along with the visitors to the area - Hotels, Resorts, B&B's, Air B&B's, summer houses, and day visitors? If included I believe the number of people to evacuate could easily be 18,000-20.000. Then there are the animals ....

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1 Yudiana Galvan
From: Douglas Allan
Sent: Tuesday, February 25, 2025 3:05 PM
To: Public Comment
Subject: Mid year budget comment for 2/25 council meeting CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

If I am reading the midyear budget updates properly, it appears that the city is being asked to fund the fairgrounds another $570k totalling over $1.3M for the year, with a net $1.05M deficit.

Please do not approve this spending increase. We all understand that the property needs renovations but why are we putting this amount of money into a property with no long term plan? Can we please determine the long term plan before we spend any more money on the property? Invest money AFTER we know what we want to do with the property.

Please use the $750k (roughly) budget expenditure already approved to its fullest extent. If needs have changed since the original budget was approved, I understand that, and if that is the case please reallocate the money versus adding more budget at this point, until we know what the long term plan is for the property.

I have said it before, and I will reiterate it. We have no mortgage. Use that to our advantage by not encumbering our budget with expenses until we know what we are doing with the property.

Thank you.

Douglas Allan
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1 Yudiana Galvan
From: Lana Richardson
Sent: Tuesday, February 25, 2025 4:31 PM
To: Public Comment
Subject: item 8.1: mid-year budget amendments
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

The City / council has recently made decisions and approved some very important items related to the fairgrounds property-
1) doing a survey of the community to identify the desires/priorities of the residents of Calistoga as related to the fairgrounds property
2) formed the fairgrounds advisory group to work with the information gathered from the survey to develop a strategic plan for renovating and improving the property based on the community input.

Making any budget adjustments specific to the fairgrounds at this time is premature. The City should only consider additional funding for the fairgrounds after receiving input from the survey and the fairgrounds advisory group.

Lana Richardson
Calistoga
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1 Yudiana Galvan
From: Steven Pinsky
Sent: Tuesday, February 25, 2025 3:28 PM
To: Public Comment
Subject: Fairgrounds expenditures
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

I strongly urge the council to NOT allocate any additional funds for what could be unnecessary repairs to buildings and facilities that might not be a part of the permanent solution for the fairgrounds. Can we wait for the soon to be appointed committee to make its recommendations before committing additional funding?
Respectfully,
Steven Pinsky
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City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Greg Desmond, Planning & Building Director
Meeting: City Council - Feb 25 2025
Subject: Planning and Building Department Update
DESCRIPTION:

Planning and Building Department update for City Council.

RECOMMENDATION:

No action necessary, just receive the presentation.

SUMMARY:

Staff has prepared a presentation (see enclosed) to present an overview of the department and breadth and depth of service.

FINANCIAL IMPACT:

Staff time spent is impacted. The salaries are approved by the City Council though the annual budget process.

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.

ATTACHMENT(S):
planning and building update - presentation - revised final APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Feb 14 2025 Laura Snideman, City of Calistoga | City Manager Approved - Feb 14 2025 Yudiana Galvan, City of Calistoga | City Clerk Approved - Feb 19 2025 Item #5.1.

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1 DEPARTMENT UPDATE
Planning & Building
Item #5.1.

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2 Director
Department Organization
Permit Technician
Antoinette Freeman
Assistant Planner
Lauren Clark
Building Official
Inspector/Code Enforcement
Jim Green
Planning Building
Contract Planning
Consultant
Permit Technician
Claudia Aceves
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3 Department Services
• Management and implementation of city-initiated projects - Revisions to municipal code to establish municipal processes to permit & regulate various uses - Revisions to municipal code for consistency with new & evolving State housing laws • Management and implementation housing element action items - Initiate affordable housing in-lieu fee nexus study
- Establish objective design standards for residentially zoned parcels • Management of the private development projects
- Entitlement review, coordination with city staff, developers & design teams, preparation of staff reports & conditions of approval, manage public hearing process with the planning commission. - Building permit review, plan check, permit issuance, coordination with contractors, inspections, code enforcement & occupancy certification.
- Calculation, invoicing & collection of all private development application, development impact and deferred improvement fees.
• Management of city committees
- Manage the workplans, schedule, minutes, noticing & serve as liaisons between the Housing Advisory, Active Transportation & Green Committees.
• Code Enforcement
- Document, inspect & initiate appropriate code enforcement response to building, nuisance, muni code & use complaints.

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4 2024 Accomplishments
• Resolved long-standing code compliance/conditions of approval issues for multiple commercial projects. These efforts mitigated life safety concerns, addressed delinquent conditions of approval issues, and resulted in payment of delinquent fees. • Coordinated with CalTrans to explore the ‘air lease’ concept for the Lincoln Avenue sidewalks. • Initiated an internal project review process to streamline the review & approval process for development projects.
• Launched the “Planning Application Center” providing applicants with helpful information regarding the entitlement and permit application process. • Redesigned planning department applications to provide consistency & ease of use. • Initiated quarterly meetings with Napa County Environmental Health to coordinate the review/approval of local commercial projects which included food service and/or public pools/spas.
• Issued 350 building permits - This represents a 40% increase in permit activity over 2023 • Issued 27 planning permits - This represents a 40% decrease in permit activity over 2023 • Issued 110 code enforcement violations - This represents a 11% decrease in permit activity over 2023 Item #5.1.

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5 Customer Service
Given the wide range of services provided by the planning & building department combined with the technical nature of the subject matter, staff have implemented the following process improvements to assist applicants & the public in general:
• Developed & launched the “Planning Application Center” which provides applicants with new, easy-to-follow information regarding the entitlement & permit application process. • Redesigned all department applications to provide consistency & ease of use.

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6 Process Updates
The planning & building department coordinates the application review & approval process for all land use development projects located within the city. To establish efficiencies & ensure comprehensive review of all projects, staff has initiated a formal “Project Review” process. This process involves the review/discussion of project plans, conditions and application status between the planning, building, public works, police & fire departments.

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7 Current Development Projects
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8 Current Entitlement Projects
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9 Anticipated Projects in 2025
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10 Planning Applications

NEW OLD
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1 DEPARTMENT UPDATE
Planning & Building
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7 Current Development Projects
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8 Current Entitlement Projects
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9 Anticipated Projects in 2025
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10 Planning Applications

NEW OLD
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City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Rachel Stepp, Deputy City Manager
Meeting: City Council - Feb 25 2025
Subject: Boys and Girls Club Professional Services and License Agreement DESCRIPTION:

Consider adopting a Resolution authorizing the City Manager to enter into a Professional Services Agreement with the Boys and Girls Club for teen services and enter into a License Agreement with the Boys and Girls Club for use of the Monhoff Building RECOMMENDATION:

Consider Adopting the Resolution
SUMMARY:

Since the summer of 2002, the Boys and Girls Club of St. Helena and Calistoga ("Club") Teen Center has been utilizing the Monhoff building to offer valuable programs for Calistoga teens. This collaboration was formalized in 2004 through a Professional Services Agreement between the City and the Club, which included a financial contribution from the City and free use of the downstairs space by the Club for its programs. While the space was shared with recreation staff before 2017, it has since been utilized exclusively for the Club's operation of the Teen Center.

The most recent Professional Services Agreement, which provided an annual financial contribution of $40,000, expired in 2019 and did not address terms for the use of the building. Despite this, the City's partnership with the Boys and Girls Club has continued offering a positive and enriching environment for Calistoga's youth and supporting the needs of working families. To strengthen this collaboration and ensure continued success, staff is recommending an updated Professional Services Agreement alongside a newly created License Agreement for the use of the Monhoff building to support these services.

ANALYSIS:

Throughout the last several months staff has worked with Boys and Girls Club staff to develop and negotiate a professional services agreement and a license agreement for the Monhoff building. At the June 11, 2024 council meeting, the council directed staff to include an amount of $40,000 payable to the club for a scope of providing teen services to Calistoga youth. Additionally, the council directed staff to include in the building license agreement payment of $1 per year, full coverage by the club for maintenance, repairs of the License Area, and landscaping costs, and a 50/50 split of utility expenses incurred by the club. The club was agreeable to these terms. The agreements would run concurrently beginning retroactively on July 1, 2024, and could not be terminated early unless in default of either agreement.

FINANCIAL IMPACT:

Item #6.2.

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The $40,000 funding for the professional service agreement is budgeted in the FY 24/25 budget in account 01-4107-4487. The reimbursement for the 50/50 shared utilities will offset the utility costs budgeted in 01-4152-4403.

CEQA STATUS:

The recommended action is not a project and therefore not subject to CEQA review.

ATTACHMENT(S):

RESOLUTION -Boys and Girls Club
CALISTOGA Consultant Services Agreement Boys and Girls Club 7.1.24 Monhoff Building License 2025
APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Feb 11 2025 Laura Snideman, City of Calistoga | City Manager Approved - Feb 14 2025 Yudiana Galvan, City of Calistoga | City Clerk Approved - Feb 19 2025 Item #6.2.

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ATTACHMENT 1
RESOLUTION NO. 2025-XXX

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

OF NAPA, STATE OF CALIFORNIA, AUTHORIZING THE CITY MANAGER TO

ENTER INTO A PROFESSIONAL SERVICES AGREEMENT WITH THE BOYS

AND GIRLS CLUB FOR TEEN SERVICES AND ENTER INTO A LICENSE

AGREEMENT WITH THE BOYS AND GIRLS CLUB FOR USE OF THE
MONHOFF BUILDING.

WHEREAS, over the last several months, staff have collaborated with the Boys and Girls Club staff to develop and negotiate a professional services agreement and a license agreement for the Monhoff building; and
WHEREAS, at the June 11, 2024, council meeting, the council directed staff to include an amount of $40,000 in conjunction with a professional services agreement payable to the Boys and Girls Club for providing teen services to Calistoga youth; and WHEREAS, the council also directed staff to include in the building license agreement a payment of $1 per year, the splitting of utilities incurred by the club, the responsibility for maintenance and repair of the License Area, and the cost of landscaping; and WHEREAS, the Boys and Girls Club agreed to these terms; and WHEREAS, the agreements would run concurrently beginning retroactively on July 1, 2024, and could not be terminated early unless in default of either agreement; NOW, THEREFORE BE IT RESOLVED by the City Council of the City of Calistoga as follows: that the Calistoga City Council hereby authorizes the City Manager to execute a Professional Services Agreement with the Boys and Girls Club for teen services and enter into a License Agreement with the Boys and Girls Club for use of the Monhoff Building.

PASSED, APPROVED AND ADOPTED this 25th day of February 2025. I,

YUDIANA GALVAN, 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:

ABSTAIN:

ABSENT:

ATTEST: APPROVED:

Item #6.2.

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Yudiana Galvan, CMC, City Clerk Donald Williams, Mayor
Item #6.2.

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AGREEMENT FOR CONSULTANT SERVICES
This Agreement for Consultant Services (the "Agreement") is made and entered into this 1st day of July 2024 by and between THE CITY OF CALISTOGA, a municipal corporation (hereinafter referred to as "CITY") and Boys and Girls Club of St. Helena and Calistoga, a California non-profit public benefit corporation (hereinafter referred to as "CONSULTANT").

CITY and CONSULTANT may be referred to individually as “Party” and collectively as the “Parties.”

RECITALS
WHEREAS, CITY desires to obtain professional services in connection with a youth development program;
WHEREAS, CONSULTANT is qualified to perform such services; and WHEREAS, CONSULTANT has agreed to provide CITY with such services on the terms and conditions set forth herein.

NOW, THEREFORE, for the considerations hereinafter set forth, CONSULTANT and CITY agree as follows:

ARTICLE 1 - SCOPE OF SERVICES

1.1. Scope of Work. CONSULTANT agrees to furnish the services set forth in Exhibit A, Scope of Work, which is attached hereto and incorporated herein (the "Services").

1.2. Compliance with Law. The Services shall be performed in accordance with all applicable federal, state and local laws, ordinances, rules, regulations and orders.

1.3. Time is of the Essence. CONSULTANT agrees to diligently prosecute the Services. In the performance of this Agreement, time is of the essence.

1.4. Professional Competence. CONSULTANT represents that it has the professional skills necessary to perform the Services and that it will perform the Services in a skillful and professional manner. CONSULTANT represents that it has all the necessary licenses to perform the Services and shall maintain them throughout the term of this Agreement.

CONSULTANT agrees that the Services shall be performed in the manner and according to the standards observed by a competent practitioner of the profession in which CONSULTANT is engaged, in the same or similar geographical area in which CONSULTANT practices its profession, and will prepare all work products required by this Agreement in accordance with such standards. CITY and CONSULTANT agree that CONSULTANT is in responsible charge of the Services and CITY shall have no control over the method or means of performance of the Services. Acceptance by CITY of the Services does not operate as a release of CONSULTANT from professional responsibility for the Services performed.
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Item #6.2.

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1.5. Independent Contractor. CONSULTANT is an independent contractor and not an employee of CITY. CONSULTANT expressly warrants that it will not represent that it is an employee of CITY. Persons employed or utilized by CONSULTANT in the performance of the Services will not be employees or agents of CITY. CONSULTANT is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.

1.6. Confidentiality. CONSULTANT agrees to maintain in confidence and not disclose to any person, firm, governmental entity, or corporation, without CITY's prior written consent, any trade secret or confidential information, knowledge or data relating to the products, process, or operation of CITY. CONSULTANT further agrees to maintain in confidence and not to disclose to any person, firm, governmental entity, or corporation any data, information, technology, or material developed or obtained by CONSULTANT during the performance of the Services. The covenants contained in this Section 1.6 shall survive the termination of this Agreement for whatever cause.

1.7. Ownership of Material. Any reports and other material prepared by or on behalf of CONSULTANT under this Agreement (collectively, the "Documents") shall be and remain the property of CITY. All Documents not already provided to CITY shall be delivered to CITY on the date of termination of this Agreement for any reason. The Documents may be used by CITY and its agents, employees, representatives, and assigns, in whole or in part, or in modified form, for all purposes CITY may deem appropriate without further employment of or payment of any compensation to CONSULTANT.

1.8. Documentation. CONSULTANT shall keep and maintain full and complete documentation and accounting records, employee time sheets, and correspondence pertaining to the performance of the Services, and CONSULTANT shall make such documents available for review and/or audit by CITY and CITY's representatives at all reasonable times for at least four years after the termination of this Agreement or completion of the Services.

1.9. Testimony. CONSULTANT agrees to testify at CITY's request if litigation is brought against CITY in connection with the Services. Unless the action is brought by CONSULTANT or is based upon CONSULTANT's negligence, CITY will compensate CONSULTANT for the preparation and the testimony at CONSULTANT's standard hourly rates.

ARTICLE 2 - COMPENSATION

2.1. Compensation. Compensation for the Services shall be in accordance with Exhibit B, Compensation, attached hereto and incorporated herein. It is agreed that the compensation for the Services shall not exceed $40,000("Cost Ceiling").

2.2. Invoices. CONSULTANT shall submit biannual invoices. CONSULTANT shall submit time and cost records as necessary to substantiate performance of the Services. Within 35 days after receipt of each such invoice, CITY shall verify the accuracy of the invoice, correct the charges where appropriate and as discussed and mutually agreed with Item #6.2.

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OAK #4890-2776-373v1 (Rev. 9/2021)
CONSULTANT, and make payment to CONSULTANT in an amount equal to the amount of such invoice, as verified or corrected by CITY. No payment hereunder shall be construed as evidence of acceptance of any of CONSULTANT's work. CITY reserves the right to withhold payment from CONSULTANT on account of Services not performed satisfactorily, delays in CONSULTANT's performance of Services, or other defaults hereunder. CONSULTANT shall not stop or delay performance of the Services under this Agreement on account of payment disputes with CITY.

2.3. Status Reports. Together with each invoice, CONSULTANT shall submit a status report detailing the amount expended on the Services to that date and the remaining amount to be expended before the Cost Ceiling is reached.

2.4. Withholding. In lieu of holding retention, CITY shall withhold CONSULTANT's final payment until the Services are complete and CITY has received all Documents.

CONSULTANT shall diligently continue and complete performance of the Services if the Services are not complete at the time CONSULTANT has performed services up to the Cost Ceiling.

ARTICLE 3 - TIME OF PERFORMANCE

3.1. Effective Date. This Agreement shall become effective upon execution of the second signature and shall remain in full force and effect until the Services are completed (the "Term"). CONSULTANT agrees to complete all services by June 30, 2025.

3.2. Termination. This Agreement may be terminated at any time by CITY upon written notice to CONSULTANT.

3.3. Final Payment. CONSULTANT shall be entitled to compensation for Services performed up to the time of such termination, it being understood that any payments are full compensation for the Services rendered under this Agreement.

3.4. Other Remedies. Nothing in this Article 3 shall be deemed to limit the respective rights of the parties to terminate this Agreement for cause or otherwise to exercise any rights or pursue any remedies which may accrue to them.

ARTICLE 4 - DESIGNATED CONTACTS

4.1. CITY Contact. CITY designates Rachel Stepp, its Parks and Recreation Director, as its contact who shall be responsible for administering and interpreting the terms and conditions of this Agreement, for matters relating to CONSULTANT's performance under this Agreement, and for liaison and coordination between CITY and CONSULTANT. In the event CITY wishes to make a change in CITY's representative, CITY will notify CONSULTANT of the change in writing.

4.2. CONSULTANT Contact. CONSULTANT designates Steve Martin as its contact, who shall have immediate responsibility for the performance of the Services and for all matters relating to performance under this Agreement. Any change in CONSULTANT's designated contact shall be subject to written approval by CITY.

Item #6.2.

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OAK #4890-2776-373v1 (Rev. 9/2021)
ARTICLE 5 - INDEMNIFICATION AND INSURANCE

5.1. Indemnification. CONSULTANT shall, to the fullest extent allowed by law, with respect to claims, liability, loss, damage, costs, or expenses, including reasonable attorney's and expert witness fees, awards, fines, penalties, or judgments, arising out of or relating to the Services (collectively "Claims"), defend, indemnify, and hold harmless CITY, its Officials, officers, employees and agents (the "CITY Parties"), except to the extent the Claims are attributable to CITY Parties' gross negligence or willful misconduct. CONSULTANT shall defend the CITY Parties as required by California Civil Code Section 2778, and with counsel reasonably acceptable to those parties.

CONSULTANT shall have no right to seek reimbursement from the CITY Parties for the costs of defense.

If CONSULTANT is a “design professional,” as defined in California Civil Code Section 2782.8(c), CONSULTANT shall indemnify, defend, and hold the Indemnitees harmless against Liability only to the extent such Liability arises out of, pertains to, or relates to CONSULTANT’s negligence, recklessness, or willful misconduct. In such an event, the cost to defend charged to CONSULTANT shall not exceed CONSULTANT’s proportionate percentage of fault.

The obligations contained in this Section 5.1 shall survive the termination of this Agreement for whatever cause for the full period of time allowed by law and shall not in any way be limited by the insurance requirements of this Agreement.

5.2. Health and Safety. CONSULTANT may perform part of the Services at sites which contain unknown working conditions and contaminated materials. CONSULTANT shall be solely responsible for the health and safety of CONSULTANT's employees during the performance of the Services.

5.3. Insurance. CONSULTANT and all of CONSULTANTS employees, subcontractors, consultants and other agency shall procure, provide and maintain at all times during the performance of this Agreement, and for such additional periods as described herein, the insurance listed below with insurers licensed to do business in the State of California and with a Best's rating of no less than A:VII.

A. Commercial Automobile Liability Insurance. Commercial Automobile Liability Insurance providing bodily injury liability and property damage, to protect against all liability arising out of the use of any owned, leased, passenger or commercial automobile at a minimum amount of $1,000,000 combined single limit and $2,000,000 aggregate. Coverage shall apply to hired and non-owned autos.

B. Commercial General Liability Insurance. Commercial General Liability Insurance, with limits providing a minimum amount of $2,000,000 combined single limit coverage for each occurrence, $4,000,000 general aggregate and $4,000,000 products/completed operations aggregate. The insurance shall cover all operations including but not limited to the following: (1) premises, operations and mobile equipment liability; (2) completed operations and products liability; Item #6.2.

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OAK #4890-2776-373v1 (Rev. 9/2021)
(3) contractual liability insuring the obligations assumed by CONSULTANT in this Agreement; (4) broad form property damage liability; (5) personal injury liability endorsement, including death; and (6) automobile bodily injury and property damage insurance, including all owned, hired and non-owned equipment.

C. Professional Liability Insurance. Professional Liability Insurance protecting against liabilities arising out of or in connection with negligent acts, errors, or omissions of CONSULTANT and all of CONSULTANTS employees, subcontractors, consultants and other agency in connection with this Agreement, at a minimum amount of $1,000,000 combined single limit coverage and $1,000,000 aggregate, on a "claims made basis" with a continuation of coverage extension for liabilities for two years from the date the Services are substantially complete. Such professional liability policies shall include coverage for liability assumed by the CONSULTANT under this Agreement.

D. Workers Compensation Insurance. Workers Compensation insurance, occupational disease insurance and employer’s liability insurance shall be required with minimum limits as required by law, covering all workplaces involved in this Agreement.

E. Sexual Abuse or Molestation (“SAM”) Liability: If the work will include contact with minors, and the Commercial General Liability policy under Section 5.3(B) is not endorsed to include affirmative coverage for sexual abuse or molestation, CONSULTANT shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no less than $1,000,000 per occurrence or claim.

F. Policy Terms. Concurrently with execution of this Agreement, CONSULTANT shall provide CITY with Certificates of Insurance evidencing that CONSULTANT has obtained or maintains the insurance required by this Section

5.3. The Certificates shall be on forms acceptable to CITY. CONSULTANT shall also furnish CITY with original endorsements with the following documentation:
 Precluding cancellation or reduction in coverage before the expiration of thirty (30) days after CITY shall have received written notification thereof from CONSULTANT by United States mail;
 Providing that CONSULTANT's insurance shall apply separately to each insured against whom claim is made or suit is brought, and include a “separation of insureds” or “severability” clause which treats each insured separately, except with respect to the limits of the insurer's liability (cross-liability endorsement);
 Excepting CONSULTANT’S professional liability insurance, naming CITY, its City Council, boards, commissions, committees, officers, employees and agents as additional insureds (“Additional Insureds”); and  Providing that for any claims relating to CONSULTANT's services hereunder, CONSULTANT's insurance coverage shall be primary insurance with respect to CITY, its City Council, boards, commissions, committees, officers, employees and agents, and that any insurance or self-insurance maintained by Item #6.2.

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OAK #4890-2776-373v1 (Rev. 9/2021)
CITY for itself, its City Council, boards, commissions, committees, officers, employees and agents shall be in excess of CONSULTANT's insurance and shall not be contributory with it.
 It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverages requirements and/or limits shall be available to the Additional Insured, including but not limited to any umbrella or excess insurance.

Furthermore, the requirements for coverage and limits shall be the greater of:
(a) the minimum coverage and limits specified in this Agreement; or (b) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured.

G. Waiver of Subrogation: CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of said CONSULTANT may acquire against the CITY by virtue of the payment of any loss under such insurance.

CONSULTANT hereby agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. However, the Worker’s Compensation policy required by Section 5.3(D) of this Agreement shall be endorsed with a waiver of subrogation in favor of CITY for all work performed by CONSULTANT, its employees and/or agents.

H. Material Breach. If CONSULTANT fails to maintain insurance coverage or provided insurance documentation which is required pursuant to this Agreement, it shall be deemed a material breach of this Agreement. CITY, at its sole option, may terminate this Agreement and obtain damages from CONSULTANT resulting from said breach. Alternatively, CITY may purchase the required insurance coverage, and without further notice to CONSULTANT, may deduct from sums due to CONSULTANT any premium costs advanced by CITY for such insurance. These remedies shall be in addition to any other remedies available to CITY.

ARTICLE 6 - NOTICES
All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by facsimile or reputable overnight courier and shall be deemed received upon the earlier of: (1) if personally delivered, the date of delivery to the address of the person to receive such notice; (2) if delivered by Federal Express or other overnight courier for next business day delivery, the next business day; (3) if sent by facsimile, with the original sent on the same day by overnight courier, the date on which the facsimile is received, provided it is before 5:00 P.M. Pacific Time; or (4) if sent electronically, the date of delivery on the confirmed read receipt. Notice of change of address shall be given by written notice in the manner described in this Article 6. Rejection or other refusal to accept or the inability to deliver because of a change in address of which no notice was given shall be deemed to constitute receipt of the notice or communication sent. Unless changed in accordance herewith, the addresses for notices given pursuant to this Agreement shall be as follows:

Item #6.2.

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OAK #4890-2776-373v1 (Rev. 9/2021)
If to CITY: Laura Snideman, City Manager
1232 Washington Street
Calistoga, CA 94515
Phone: 707-942-2806
Email: [email protected]
If to CONSULTANT: Steve Martin
1420 Tainter St.

Calistoga, CA 94515
Phone: 707-963-8944
Email: [email protected]
ARTICLE 7 - MISCELLANEOUS

7.1. Conflict of Interest Prohibition. CITY and CONSULTANT will comply with the requirements of the CITY’s Conflict of Interest Code adopted pursuant to California Government Code §87300 et seq., the Political Reform Act (California Government Code §81000 et seq.), the regulations promulgated by the Fair Political Practices Commission (Title 2, §18110 et seq. of the California Code of Regulations), California Government Code §1090 et seq., and any other ethics laws applicable to the performance of the Services and/or this Agreement. CONSULTANT may be required to file with the CITY Clerk a completed Form 700 before commencing performance of the Services unless the CITY Clerk determines that completion of a Form 700 is not required, pursuant to CITY’s Conflict of Interest Code. Form 700 forms are available from the CITY Clerk.

CONSULTANT may not perform Services for any other person or entity that, pursuant to any applicable law or regulation, would result in a conflict of interest or would otherwise be prohibited with respect to CONSULTANT’s obligations pursuant to this Agreement.

CONSULTANT agrees to cooperate fully with CITY and to provide any necessary and appropriate information requested by CITY or any authorized representative concerning potential conflicts of interest or prohibitions concerning CONSULTANT’s obligations pursuant to this Agreement.

CONSULTANT may not employ any CITY official, officer or employee in the performance of the Services, nor may any official, officer or employee of CITY have any financial interest in this Agreement that would violate California Government Code §1090 et seq. CONSULTANT hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of CITY. If CONSULTANT was an employee, agent, appointee, or official of CITY in the previous twelve months, CONSULTANT warrants that it did not participate in any manner in the forming of this Agreement. CONSULTANT understands that, if this Agreement is made Item #6.2.

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OAK #4890-2776-373v1 (Rev. 9/2021)
in violation of Government Code §1090 et seq., the entire Agreement is void and CONSULTANT will not be entitled to any compensation for CONSULTANT’s performance of the Services, including reimbursement of expenses, and CONSULTANT will be required to reimburse CITY for any sums paid to CONSULTANT under this Agreement. CONSULTANT understands that, in addition to the foregoing, penalties for violating Government Code §1090 may include criminal prosecution and disqualification from holding public office in the State of California.

Any violation by CONSULTANT of the requirements of this provision will constitute a material breach of this Agreement, and the CITY reserves all its rights and remedies at law and equity concerning any such violations.

7.2. Subcontracting. CONSULTANT may subcontract portions of the Services upon the prior written approval of CITY. CONSULTANT will be solely responsible for payment of such subcontract Services. No contractual relationship will exist between any such subcontractors of CONSULTANT and CITY. CONSULTANT’s subcontractors agree to be bound to CONSULTANT and CITY in the same manner and to the same extent as CONSULTANT is bound to CITY under the Agreement. CONSULTANT’s subcontractors further agree to include the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, with any subsubcontractor to the extent they apply to the scope of the sub-subcontractor’s work. A copy of the CITY indemnity and insurance provisions will be furnished to CONSULTANT’s subcontractors upon request.

7.3. Entire Agreement. This Agreement represents the entire understanding of CITY and CONSULTANT as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may only be modified by an amendment in writing signed by each party.

7.4. No Assignment. The Services are deemed unique and neither party shall assign, transfer, subcontract or otherwise substitute its interest in this Agreement or any of its obligations hereunder without the prior written consent of the other party. As limited by this Section

7.2, this Agreement is to be binding on the successors and assigns of the parties hereto.

7.5. Severability. If any part of this Agreement is determined to be unconstitutional, invalid or beyond the authority of either party, such decision shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect, provided that the remainder of this Agreement can be interpreted to give effect to the intentions of the parties.

7.6. Counterparts. This Agreement may be signed in counterparts and, when fully signed, such counterparts shall have the same effect as if signed in one document.

7.7. Choice of Law. This Agreement and all matters relating to it shall be governed by the laws of the State of California without reference to its choice of laws principles and venue shall be in the appropriate court in Napa County, California.

Item #6.2.

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OAK #4890-2776-373v1 (Rev. 9/2021)

7.8. Waiver. No failure on the part of either Party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder. A waiver by either CITY or CONSULTANT of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other further breach.

7.9. Mediation. In the event the parties are unable to resolve a dispute arising under this Agreement through good faith negotiations, the parties agree to submit the matter to mediation with a mutually agreeable mediator. Prior to the mediation, the parties shall exchange any documents reasonably necessary to resolve the matter to be mediated.

7.10. Interpretation. In the event this Agreement is ever construed in any dispute between the parties, it and each of its provisions shall be construed without regard to the party or parties responsible for its preparation and shall be deemed to have been prepared jointly by the parties. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement.

7.11. Authority. Each individual executing this Agreement on behalf of one of the parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of such party and that this Agreement is binding on such party in accordance with its terms.

7.12. Third Parties. Nothing contained in this Agreement shall create a contractual relationship with, or cause of action in favor of, a third party against either the CITY or CONSULTANT. CONSULTANT’s Services hereunder are being performed solely for the benefit of CITY. CITY shall be an express third-party beneficiary of all contracts between CONSULTANT and any subcontractors or subconsultants in connection with any services performed in connection with, or in furtherance of, this Agreement. * * *
[Signatures on Next Page]
Item #6.2.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.

CITY OF CALISTOGA
By: Date:

Laura Snideman, City Manager

CONSULTANT
By: Date:

By: Date:

Attest
By:

Yudiana Galvan, City Clerk
Approved As To Form
By:

Michelle Marchetta Kenyon, City Attorney
7/12/24
Item #6.2.

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OAK #4823-2508-6159 v2

EXHIBIT A

SCOPE OF WORK
The Boys and Girls Club Calistoga Teen Center will provide robust offerings of programs that the City of Calistoga is financially contributing towards which will minimally include the following:

1. The Calistoga Teen Center will provide broad academic, recreation, and enrichment services to teenage students from the City of Calistoga. Services include focused and developmentally appropriate programs in Boys and Girls Clubs of St. Helena and Calistoga’s Core Areas of Impact- The Arts, STEM, Healthy Lifestyle, Character Development, and Academic Success. Specific programming includes a weekly art program, an internal leadership club, weekly healthy cooking classes, weekly open gym, weekly meals, and volunteer work in the community.

2. The Calistoga Teen Center aims to reach at minimum 100 unique teenage students per month and has a focused outreach towards low-income and/or at-risk students.

Over 85% of our current population is considered low-income. Outreach to these students includes on-campus visits, monthly program calendars, flyers and ads posted locally, and collaboration with other Calistoga agencies that ensure each student in need is serviced.

3. Specialty Trips, Events, College Tours: Organize and facilitate excursions and events throughout the year, such as field trips, boxing classes, theme parks, beach trips, and snow days. The teen center will provide three separate college tours, as well as Teen Mental Health Retreats.

4. Staff Salaries: Provide competitive salaries for two dedicated staff members at the Calistoga Teen Center, ensuring the recruitment and retention of qualified professionals who are committed to the well-being and development of the teens.

5. Professional Tutoring Services: Engage qualified tutors to provide academic support and mentoring for teens, helping them excel in their studies and develop essential skills for future success.

6. Holiday Assistance Programming: Plan and execute special holiday meal events and assistance programs, including the Red Wagon Christmas gift program.

7. Reporting: Provide an annual report to the Calistoga City Council that comprehensively outlines programs offered throughout the year, detailing the variety and scope of activities provided to the community's teens. Additionally, it should include precise figures indicating the number of teenagers served by each program.

Item #6.2.

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OAK #4823-2508-6159 v2

EXHIBIT B
Compensation
CITY shall pay CONSULTANT for the Services on a cost reimbursement basis, up to the Cost Ceiling (as defined in Section 2.1 of the Agreement). CONSULTANT agrees to use appropriate methods to contain its fees and costs under this Agreement. Compensation shall include only the following costs, which shall all count toward the Cost Ceiling:

1. Direct Labor
Direct labor costs shall be the total number of hours worked on the job by each employee times the agreed hourly rate for such employee's labor as set forth on the attached Exhibit B-1. CITY will pay all personnel at their regular straight-time rate, including any work performed on overtime or on holidays or weekends.

Item #6.2.

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OAK #4823-2508-6159 v2
EXHIBIT B-1

1. Compensation for the Services shall not exceed $40,000.

Item #6.2.

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LICENSE AGREEMENT

BY AND BETWEEN

CITY OF CALISTOGA,
a California municipal corporation

AS LICENSOR
and
Boys & Girls Clubs of St Helena and Calistoga

AS LICENSEE
Monhoff Building
Item #6.2.

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4873-2685-9161 v13 i

TABLE OF CONTENTS
PAGE

1. GRANT OF LICENSE ........................................................................................................3

2. LICENSE AREA .................................................................................................................3

2.1 Building....................................................................................................................3

2.2 [Intentionally omitted.] ............................................................................................3

2.3 Common Areas.. ......................................................................................................3

2.4 No Representations ..................................................................................................3

2.5 Licensor’s Reserved Rights. ....................................................................................4

2.6 No Interest in Land Granted. ...................................................................................4

3. TERM: .................................................................................................................................4

3.1 Generally..................................................................................................................4

3.2 Early Termination ....................................................................................................4

3.3 Option to Extend......................................................................................................5

3.3.1 Options.........................................................................................................5

3.3.2 Terms and Conditions..................................................................................5

4. LICENSE FEES...................................................................................................................5

4.1 Base License Fee......................................................................................................5

4.2 Additional Fees ........................................................................................................5

4.3 Security Deposit.......................................................................................................6

5. TAXES AND OPERATING EXPENSES...........................................................................6

5.1 Taxes........................................................................................................................6

5.1.1 Personal Property and Possessory Interest Taxes ........................................6

5.1.2 Payment........................................................................................................6

5.2 Operating Expenses .................................................................................................6

6. USE; COMPLIANCE WITH LAWS ..................................................................................7

6.1 Use of License Area.................................................................................................7

6.2 Compliance with Laws ............................................................................................7

7. UTILITIES...........................................................................................................................7

7.1 Payments for Utilities and Services .........................................................................7

7.2 No Liability of Licensor...........................................................................................7

8. MAINTENANCE, REPAIR AND LANDSCAPING OF LICENSE AREA......................7 Item #6.2.

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TABLE OF CONTENTS
(CONTINUED)
PAGE
ii

8.1 Maintenance, Repair and Landscaping by Licensee................................................7

8.1.1 Licensee Maintenance and Landscaping .....................................................7

8.1.2 Licensee Repair............................................................................................8

8.2 Licensor Maintenance and Repair ...........................................................................8

8.3 Public Restrooms .....................................................................................................8

9. ENVIRONMENTAL PROTECTION PROVISIONS ........................................................9

9.1 Hazardous Materials ................................................................................................9

9.2 Reportable Uses Required Consent .........................................................................9

9.3 Remediation Obligations .......................................................................................10

9.4 Licensor’s Inspection Right ...................................................................................10

9.5 Hazardous Materials Indemnity.............................................................................11

10. INDEMNITY AND WAIVER OF CLAIMS ....................................................................11

10.1 Licensee Indemnification.......................................................................................11

10.2 Waiver of Claims ...................................................................................................11

10.3 Survival/No Impairment ........................................................................................12

11. INSURANCE.....................................................................................................................12

11.1 Licensee’s Insurance..............................................................................................12

11.1.1 Commercial General Liability Coverage...................................................12

11.1.2 Automobile Liability Coverage .................................................................12

11.1.3 Property Insurance Coverage.....................................................................12

11.1.4 Workers Compensation Coverage .............................................................12

11.2 Additional Insureds................................................................................................13

11.3 Notice of Cancellation ...........................................................................................13

11.4 Sufficiency of Insurance ........................................................................................13

11.5 Insurer Acceptability..............................................................................................13

11.6 Certificate of Insurance..........................................................................................13

12. PROHIBITION AGAINST TRANSFERS........................................................................13

13. SURRENDER....................................................................................................................14

14. NONDISCRIMINATION..................................................................................................14

15. SUBMISSION OF NOTICES ...........................................................................................14 Item #6.2.

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TABLE OF CONTENTS
(CONTINUED)
PAGE
iii

16. CONDITION OF LICENSE AREA..................................................................................14

17. DEFAULT .........................................................................................................................14

17.1 Events of Default ...................................................................................................14

17.2 Remedies................................................................................................................15

17.3 Licensor’s Right to Perform Licensee’s Obligations.............................................15

17.4 Severability ............................................................................................................15

18. WAIVER OF RELOCATION ASSISTANCE..................................................................15

19. MISCELLANEOUS ..........................................................................................................16

19.1 Entire Agreement...................................................................................................16

19.2 Amendments ..........................................................................................................16

19.3 Severability ............................................................................................................16

19.4 Dispute Resolution.................................................................................................16

19.5 Incorporation of Exhibits and Recitals ..................................................................16

19.6 Broker’s Commissions...........................................................................................16

19.7 Attorneys’ Fees ......................................................................................................16

19.8 Access by Licensor ................................................................................................17

19.9 Asbestos Notification for Commercial Property Constructed Before 1979 ..........17

19.10 Lead Warning Statement........................................................................................17

19.11 OFAC Certification................................................................................................17

19.12 Certified Access Specialist Disclosure ..................................................................17

19.13 Rules and Regulations............................................................................................18

19.14 Further Assurances.................................................................................................18

19.15 Time ....................................................................................................................18

19.16 Captions .................................................................................................................18

19.17 Governing Law ......................................................................................................18

19.18 Authority................................................................................................................18

19.19 Counterparts...........................................................................................................18 Item #6.2.

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INDEX OF EXHIBITS
Exhibit A DIAGRAM OF LICENSE AREA, COMMON AREA, AND LANDSCAPING AREA
Exhibit B RULES AND REGULATIONS
Item #6.2.

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1 LICENSE AGREEMENT

BASIC LICENSE INFORMATION
License Date: Dated as of July 1, 2024 for reference purposes only Licensor: City of Calistoga,
a California municipal corporation
Licensor’s Address: City of Calistoga
1232 Washington St.

Calistoga, CA 94515
Tel: (707) 942-2806
Attn: City Manager
Notice Copy to:

Burke, Williams & Sorensen, LLP
1999 Harrison Street, Suite 1650
Oakland, CA
Tel: (510) 273-8780
Attn: Michelle Marchetta Kenyon, City Attorney
Licensee: Boys & Girls Clubs of St. Helena and Calistoga Licensee’s Address: 1420 Tainter St.

St. Helena
California 94574
Notice Copy to:

Dickenson, Peatman & Fogarty
1500 First St, Suite 200
Napa, California 94559
Tel: (707) 261-7000
Attn.: Joshua S Devore
Area of Use by Licensee: Exclusive use of that portion of the first and all of the second floor of the Building (defined below) shown as on Exhibit A (the “License Area”), plus (a) use of one (1) interior racquet ball court during normal operating hours for the Teen Center; and (b) shared use, in common with the public, of the public restrooms located outside the Building in the exterior of the lot occupied by the Building.

Building: Monhoff Building (“Building”), located at 1247 Stevenson St, Calistoga, CA 94515
Length of Term: One (1) year
Commencement Date: Retroactively to July 1, 2024
Estimated Expiration Date: June 30, 2025
Item #6.2.

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2 Extension Options: Five (5) Extension Options of one (1) year each, as described in Section 3.3.

License Fee: Months Yearly License Fee
$1
Taxes and Utilities: Except for the Licensor Utilities (as defined in Section 7.1), Licensee shall pay all costs for services and Utilities to the License Area, as defined herein. Licensee shall pay all taxes (including possessory interest taxes) levied on or against the License Area or its personal property.

Maintenance, Repair and
Landscaping:

Licensee shall be responsible for undertaking maintenance and repair of the License Area, and the cost of landscaping for the License, including trimming of hedges and weeding, as further described in Section 8 of this Agreement.

Licensee’s Share: N/A
Security Deposit: None
Permitted Use: Operation of the Calistoga Teen Center by the Boys & Girls Club of St. Helena and Calistoga, including office and administrative uses.

Brokers: None
Item #6.2.

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3 LICENSE AGREEMENT
THIS LICENSE AGREEMENT is entered into this 1st day of July, 2024 (“Agreement”), by and between the CITY OF CALISTOGA, a California municipal corporation (“Licensor” or “City”) and Boys & Girls Clubs of St Helena and Calistoga, a California non-profit public benefit corporation (“Licensee”).

1. GRANT OF LICENSE: In consideration of the stated conditions and agreements, Licensor hereby grants permission to Licensee to carry out the Permitted Uses within the License Area as described herein below (“License”).

2. LICENSE AREA:

2.1 Building. Licensee may occupy those areas as specified in the Basic License Information (“License Area”). The License Area has the address and contains the square footage specified in the Basic License Information; provided, however, that any statement of square footage set forth in this License is an approximation which Licensor and Licensee agree is reasonable and no economic terms based thereon shall be subject to revisions, whether or not the actual square footage is more or less.

2.2 [Intentionally omitted.]

2.3 Common Areas. In addition to the License Area, and subject to the rules and regulations attached hereto as Exhibit B, Licensee shall have the non-exclusive right, in common with the public, to use the particular common areas depicted in Exhibit A (“Common Areas”). The use of the Common Areas shall be for the non-exclusive use of Licensee and Licensee’s employees, agents, suppliers, customers and patrons, in common with Licensor and the public and such other persons to whom Licensor has previously granted, or may hereinafter grant, rights of usage. Licensee shall not be entitled to use the Common Areas for storage of goods, vehicles (except for bicycles and/or other personal transportation devices utilizing the bicycle rack), refuse or any other items. Licensor reserves the right to alter, modify, enlarge, diminish, reduce or eliminate the Common Areas from time to time in its sole discretion, provided, however, that Licensee’s access to the public restrooms located in the Building will not be affected, provided that Licensee’s access to the public restrooms outside the Building will not be materially or permanently impacted. If Licensee shall use any of the Common Areas for storage of any items, Licensee shall pay all fines and other charges imposed upon either Licensor or Licensee by any fire, building or other regulatory body, and Licensee shall pay all costs incurred by Licensor to clear that portion of the Common Areas so used by Licensee and dispose of such items.

2.4 No Representations. Licensee accepts the License Area in “AS-IS” condition “WITH ALL FAULTS” without any representations or warranties by Licensor, and with no obligation of Licensor to make alterations or improvements to the License Area. Licensee acknowledges that neither Licensor nor any agent of Licensor has made any representation or warranty with respect to the suitability of the License Areas for the conduct of Licensee’s business.

Licensor shall not be liable for any latent or patent defects in the License Area. If required for the conduct of Licensee’s business, Licensee shall be responsible for requesting an inspection and obtaining a Certificate of Occupancy from the City of Calistoga. This shall include, but is not Item #6.2.

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4 limited to, any necessary fire sprinkler upgrades, electrical service upgrades, compliance with the ADA (as defined in Section 6) and any other requirements mandated by the Certificate of Occupancy inspection.

2.5 Licensor’s Reserved Rights. Licensor hereby reserves the right, and at any time and from time to time, without the same constituting an actual or constructive eviction, to make alterations, additions, repairs, improvements to or in all or any part of the Building, and Common Areas within and around the Building and to change the arrangement and/or location of entrances or passageways, doors and doorways, corridors, elevators, stairs, toilets and other public parts of the Building and parking areas, drive isles, landscaping, curb cuts and paved and unpaved portions of the exterior Common Areas. Without limiting the foregoing, Licensor reserves the right from time to time to install, use, maintain, repair, relocate and replace pipes, ducts, conduits, wires, meters and equipment for services to the License Area or other part of the Building which are above the ceiling surfaces, below the floor surfaces, within the walls and in the central core areas of the Building which are located within the License Area or located elsewhere in the Building. In connection with any of the foregoing activities, Licensor shall use reasonable efforts to minimize any interference with Licensee’s use of the License Area and shall not, without the prior written approval of Licensee, (a) materially change the location, size or configuration of the License Area or materially or permanently impact Licensee’s access to the public restrooms in the Common Area; or (b) do anything which would have a material and adverse effect on access to the License Area, or ingress and egress to the License Area. No rights to any view or to light or air over any property, whether belonging to Licensor or any other person, are granted to Licensee by this License.

2.6 No Interest in Land Granted. Nothing herein shall be deemed to grant to Licensee any fee interest, leasehold, or other possessory interest in the property which the Building occupies, or any portion thereof, or any exclusive right or special status to negotiate or purchase.

This Agreement grants a limited revocable license upon specified terms and no more.

3. TERM:

3.1 Generally. Unless otherwise earlier terminated, the term of this Agreement (“Term”) shall be for the period specified in the Basic License Information, commencing retroactively on July 1, 2024 and continuing until the twelfth (12th) full calendar month following the Commencement Date, or June 30, 2025 (“Expiration Date”).

3.2 Early Termination. At any time during the Term Licensor or Licensee may terminate the License by the giving of not less than thirty (30) days’ prior written notice to the other in accordance with Article 15, provided, however, that if either this License or that certain Agreement for Consultant Services between Licensor and Licensee dated July 1, 2024 (“Service Agreement”), pursuant to which Licensee agreed to perform the Scope of Work related to the operation of a Teen Center, as described in Exhibit A attached to the Service Agreement, is terminated in accordance with its terms, the other agreement shall also automatically terminate upon the same termination date. Upon such early termination, Licensee shall surrender the License Area to Licensor in conformance with Section 13, and the rights and obligations of the parties hereunder shall terminate, except for those obligations which, by their terms, survive the expiration or earlier termination of this Agreement. Notwithstanding the foregoing, Licensor agrees that it Item #6.2.

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5 will not exercise the early termination right described herein, so long as Licensee is not in default of this License or the Service Agreement.

3.3 Option to Extend.

3.3.1 Options. Subject to the written approval of Licensor, Licensee shall have five (5) options to extend the Term (each an “Extension Option”) for a period of one (1) year (each, an “Extension Term”) each. The initial Extension Option shall be referred herein as the “First Extension Option,” the second Extension Option shall be referred to herein as the “Second Extension Option,” the third Extension Option shall be referred to herein as the “Third Extension Option,” the fourth Extension Option shall be referred to herein as the “Fourth Extension Option,” and the fifth Extension Option shall be referred to herein as the “Fifth Extension Option.” An Extension Option may be exercised only by the entity identified as Licensee in the Basic License Information and may not be exercised by any other sublessee or assignee or by any other successor or assign. Each Extension Option shall be effective only if Licensee is not in Default under this Agreement, either at the time of exercise of the Extension Option or the time of commencement of the Extension Term. Licensee shall exercise its Extension Option, if at all, by written notice (“Election Notice”) from Licensee to Licensor given not more than six (6) months nor less than two (2) months prior to expiration of the initial Term with respect to the First Extension Option and with respect to each subsequent Extension Term (as extended hereby) with respect to each subsequent Extension Option. Any such notice given by Licensee to Licensor shall be irrevocable. If Licensee fails to exercise an Extension Option in a timely manner, as provided for above, that Extension Option (as well as each subsequent Extension Option) shall be void.

3.3.2 Terms and Conditions. If Licensee timely exercises an Extension Option and Licensor agrees in writing to such extension of the Term, the Term shall be extended for an additional period of one (1) year upon the same terms and conditions as the initial Term or an Extension Term, as applicable, except that (i) following Licensee’s exercise of the Fifth Extension Option, there shall be no further Extension Options available to Licensee at the expiration of the Extension Term, as extended by the Fifth Extension Option, and (ii) Licensee shall continue to occupy the License Area in its “as-is” condition. Licensee shall be responsible for all brokerage costs and/or finder’s fees associated with Licensee’s exercise of an Extension Option, if any.

4. LICENSE FEES:

4.1 Base License Fee. The fee for use of the License Area during the Term shall be the amount specified in the Basic License Information. The License Fee shall be paid without prior notice or demand. The License Fee shall be paid to the Licensor at 1232 Washington St., Calistoga, CA 94515 or such other place as Licensor shall direct.

4.2 Additional Fees. As used in this License, the term “Additional Fees” shall mean all sums of money that are due and payable by Licensee under the terms of this Agreement, other than the base License Fee. The term “Fees,” as used herein, shall mean the License Fee, Additional Fees, and all other amounts payable hereunder from Licensee to Licensor. Unless Item #6.2.

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6 otherwise specified herein, all Fees shall be due and payable by Licensee on or before the date that is thirty (30) days after billing by Licensor.

4.3 Security Deposit. Upon execution of this License, Licensee shall pay to Licensor a security deposit for the faithful performance of Licensee’s obligations under this License in the amount specified in the Basic License Information. If Licensee fails to pay any charges due hereunder, or otherwise defaults under this License, Licensor may use, apply or retain all or a portion of the Security Deposit to compensate Licensor for the amount due by Licensee (including reasonable attorneys’ fees) under this License. The balance of the Security Deposit not applied or used by Licensor as permitted in this Paragraph shall be refunded to Licensee thirty (30) days after the later of (i) expiration or other termination of this License, or (ii) the date Licensee vacates the License Area.

5. TAXES AND OPERATING EXPENSES:

5.1 Taxes.

5.1.1 Personal Property and Possessory Interest Taxes. Licensee shall pay all Taxes (as hereinafter defined) levied or imposed against the License Area or Licensee’s personal property or trade fixtures placed by Licensee in or about the License Areas during the Term (“Personal Property Taxes”). In addition, if the interest created by this Licensee is subject to property taxation under the laws of the State of California, the party in whom the possessory interest is vested shall be subject to the payment of the taxes levied on such interest. This notice is included in this License pursuant to the requirements of Section 107.6 (a) of the Revenue and Taxation Code of the State of California.

5.1.2 Payment. Licensee shall pay the Personal Property Taxes or possessory interest taxes in accordance with the instructions of the taxing entity. Licensee shall pay the Personal Property Taxes, if any, originally imposed upon Licensor, upon Licensor’s election, either (a) annually within thirty (30) days after the date Licensor provides Licensee with a statement setting forth in reasonable detail such Taxes, or (b) monthly in advance based on estimates provided by Licensor based upon the previous year’s tax bill. All Personal Property Taxes originally imposed upon Licensor and payable by Licensee with respect to the License Area shall be prorated on a per diem basis for any partial tax year included in the Term. Licensee’s obligation to pay Taxes during the last year of the Term shall survive the expiration or termination of this License.

5.2 Operating Expenses. All costs of management, operation, maintenance, insuring and repair of the (i) structural elements of the Building (including the roof); (ii) Common Area maintenance; and (iii) Licensor’s property insurance, if any, are “Operating Expenses”.

During the Term, Licensor shall not assess Licensee any such Operating Expenses, unless the same were incurred as a result of the actions or inactions of Licensee, Licensee’s invitees or anyone in the employ of Licensee, in which event such costs may be charged to Licensee as Additional License Fees.

Item #6.2.

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7 6. USE; COMPLIANCE WITH LAWS:

6.1 Use of License Area. Licensee may use the License Area for Operation of the Calistoga Teen Center operated by the Boys & Girls Club of St. Helena and Calistoga, including office and administrative uses (“Permitted Use”) and for no other purposes without the express written consent of Licensor. Licensee acknowledges that neither Licensor nor any agent of Licensor, has made any representation or warranty with respect to the suitability or fitness of the License Area for the conduct of Licensee’s business.

6.2 Compliance with Laws. Licensee shall comply with all laws, ordinances, rules, regulations and codes, of all municipal, county, state and federal authorities, including the Americans With Disabilities Act, as amended (42 U.S.C. Section 1201 et seq. [the “ADA”]) (collectively, “Laws”) pertaining to Licensee’s use and occupancy of the License Area and its Permitted Use. Licensee shall not commit, or suffer to be committed, any waste upon the License Area, or any public or private nuisance, or other act or thing that disturbs the quiet enjoyment of any other occupants or surrounding neighborhoods.

7. UTILITIES:

7.1 Payments for Utilities and Services. The License Area is currently supplied with water, sewer, storm water, gas and electrical utility services (collectively, “Licensor Utilities”), the costs of which are invoiced to Licensor; the Licensor Utilities also supply utility services to the Common Areas. If Licensor Utilities are not separately metered or billed to Licensee for the License Area, Licensee shall pay to Licensor as Additional Fees fifty percent (50%) of the cost of such Licensor Utilities. For any Licensor Utilities that are separately metered or billed to Licensee for the License Area, Licensee shall pay the utility supplier directly in accordance with the utility supplier’s invoicing requirements. For any other utilities desired by Licensee, Licensee shall contract directly with the providers of and shall pay all charges, together with all related installation or connection charges or deposits.

7.2 No Liability of Licensor. Except in the case of Licensor’s gross negligence or willful misconduct, in no event shall Licensor be liable or responsible for any loss, damage, expense or liability, including, without limitation, loss of business or any consequential damages, arising from any failure or inadequacy of any third-party service or utility provided to the License Area, whether resulting from any change, failure, interference, disruption or defect in supply or character of the service or utility provided to the License Area, or arising from the partial or total unavailability of the service or utility to the License Area, from any cause whatsoever, or otherwise, nor shall any such failure, inadequacy, change, interference, disruption, defect or unavailability constitute an actual or constructive eviction of Licensee, or entitled Licensee to any abatement or diminution of License Fees or otherwise relieve Licensee from its obligations under this License.

8. MAINTENANCE, REPAIR AND LANDSCAPING OF LICENSE AREA:

8.1 Maintenance, Repair and Landscaping by Licensee.

8.1.1 Licensee Maintenance and Landscaping. Licensee shall, at its sole costs and expense, maintain the License Area in good repair and in a neat and clean condition Item #6.2.

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8 (ordinary wear and tear, casualty and condemnation excepted) including making all necessary repairs and replacements as a result of any damage caused by Licensee’s use of the License Area.

Licensee’s repair and maintenance obligations include, without limitation, repairs to: (i) floor coverings; (ii) interior partitions; (iii) doors; (iv) interior side of demising walls; (v) fire life safety systems, including fire alarms and/or smoke detectors exclusively serving the License Area and used by Licensee; (vi) kitchens; (vii) plumbing and similar facilities located within, or exclusively serving the License Area; and (vii) telephone and data equipment and cabling. In addition, Licensee shall reimburse Licensor at Licensor’s standard rates for the cost of Licensor undertaking the landscaping, as described in Section 8.2(e), which sum shall be considered part of Licensee’s Fees under this Agreement.

8.1.2 Licensee Repair. Licensee shall further, at its own costs and expense, repair or restore any damage or injury ordinary wear and tear excepted to all or any part of the non-structural portions of the License Area and utility lines exclusively servicing the License Area caused by Licensee or Licensee’s agents, employees, invitees, licensees, visitors or contractors, including but not limited to repairs or replacements necessitated by (i) Licensee’s use of the License Area, and (ii) the moving of any property into or out of the License Area.

8.2 Licensor Maintenance and Repair. Licensor shall maintain in good repair (a) the structural elements of the Building, including structural elements of exterior walls and foundations; (b) the roof of the Building; (c) the existing fire and life safety system serving the Building; (d) the Building systems serving the Building, including the electrical, mechanical, plumbing, heating, ventilating, air conditioning and security systems, (e) landscaping around the Building consistent with Licensor’s customary practices, and (f) Common Areas provided such repairs are not necessitated by the actions or inactions of Licensee, Licensee’s invitees or anyone in the employ or control of Licensee. Licensee hereby waives any and all rights under and benefits of subsection 1 of Section 1932, and Sections 1941 and 1942 of the California Civil Code or any similar or successor Laws now or hereby in effect. Licensee shall immediately give Licensor written notice of the need for repair of the items for which Licensor is responsible. If Licensee or Licensee’s invitees or anyone in the employed or control of Licensee caused any damages necessitating such repair, then Licensee shall pay to Licensor the cost thereof, immediately upon demand therefor. Except as otherwise expressly set forth in this License, Licensee waives any right to terminate this License or offset or abate Rent by reason of any failure of Licensor to make repairs to the License Area or Building.

8.3 Public Restrooms. Licensor shall reasonably maintain the public restrooms in the exterior part of the Common Area, including regular cleaning and stocking of supplies, including soap, paper towels, and toilet tissue, consistent with Licensor’s standard maintenance practices in effect from time-to-time. Licensor shall use reasonable efforts to promptly remedy any vandalism or misuse of the restrooms by the public which materially interferes with the use of the restrooms by Licensee, Licensee’s invitees, or anyone in the employ or control of Licensee. Licensee shall not maintain, clean, or stock the public restrooms in the Common Area, except to the extent necessitated by the vandalism or other misuse of the restrooms by Licensee, Licensee’s invitees, or anyone in the employ or control of Licensee.

Item #6.2.

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9 9. ENVIRONMENTAL PROTECTION PROVISIONS:

9.1 Hazardous Materials. “Hazardous Materials” shall mean any material, substance or waste that is or has the characteristic of being hazardous, toxic, ignitable, reactive, flammable, explosive, radioactive or corrosive, including, without limitation, petroleum, solvents, lead, acids, pesticides, paints, printing ink, PCBs, asbestos, materials commonly known to cause cancer or reproductive problems, and those materials, substances and/or wastes, including wastes which are or later become regulated by any local governmental authority in the state in which the License Area is located or the United States Government, including, but not limited to, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “hazardous wastes” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §1801, et seq.; the Resource Conservation and Recovery Act; all environmental laws of the state where the Station is located, and any other environmental law, regulation or ordinance now existing or hereinafter enacted. “Hazardous Materials Laws” shall mean all present and future federal, state and local laws, ordinances and regulations, prudent industry practices, requirements of governmental entities and manufacturer’s instructions relating to industrial hygiene, environmental protection or the use, analysis, generation, manufacture, storage, presence, disposal or transportation of any Hazardous Materials, including without limitation the laws, regulations and ordinances referred to in the preceding sentence.

9.2 Reportable Uses Required Consent. Except as permitted in this Section 9, Licensee hereby agrees that Licensee and Licensee’s officers, employees, representatives, agents, contractors, subcontractors, successors, assigns, vendors, concessionaires, invitees and any other occupants of the License Area (for purposes of this Section 8.3, referred to collectively herein as “Licensee’s Representatives”) shall not cause or permit any Hazardous Materials to be used, generated, manufactured, refined, produced, processed, stored or disposed of, on, under or about the License Area or transport to or from the License Area without the express prior written consent of Licensor, which consent may be limited in scope and predicated on strict compliance by Licensee of all applicable Hazardous Materials Laws and such other reasonable rules, regulations and safeguards as may be required by Licensor (or any insurance carrier, environmental consultant or lender of Licensor, or environmental consultant retained by any lender of Licensor) in connection with using, generating, manufacturing, refining, producing, processing, storing or disposing of Hazardous Materials on, under or about the License Area. In connection therewith, Licensee shall, at its own expense, procure, maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals required for the storage or use by Licensee or any of Licensee’s Representatives of Hazardous Materials on the License Area, including without limitation, discharge of (appropriately treated) materials or wastes into or through any sanitary sewer serving the License Area. The foregoing notwithstanding, Licensee may use ordinary and customary materials reasonably required to be used in the course of the Permitted Use, ordinary office supplies (copier, toner, liquid paper, glue, etc.), common household cleaning materials and gasoline and oil in vehicle tanks, so long as such use is in compliance with all Hazardous Materials Laws and does not expose the License Area or neighboring property to any meaningful risk of contamination or damage or expose Licensor to any liability therefor.

Item #6.2.

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10 9.3 Remediation Obligations. If at any time during the Term, any contamination of the License Area by Hazardous Materials shall occur where such contamination is caused by the act or omission of Licensee or Licensee’s Representatives (“Licensee’s Contamination”), then Licensee, at Licensee’s sole cost and expense, shall promptly and diligently remove such Hazardous Materials from the License Area or the groundwater underlying the License Area to the extent required to comply with applicable Hazardous Materials Laws.

Licensee shall not take any required remedial action in response to any Licensee’s Contamination in or about the License Area or enter into any settlement agreement, consent, decree or other compromise in respect to any claims relating to any Licensee’s Contamination without first obtaining the prior written consent of Licensor, which may be subject to conditions imposed by Licensor as determined in Licensor’s sole discretion. Such prior written consent shall not be required to the extent the delay caused by the requirement to obtain consent may increase the damage to the License Area or the risk of harm to human health, safety or security caused by the Licensee Contamination. Licensor and Licensee shall jointly prepare a remediation plan in compliance with all Hazardous Materials Laws and the provisions of this License. In addition to all other rights and remedies of Licensor hereunder, if Licensee does not promptly and diligently take all steps to prepare and obtain all necessary approvals of a remediation plan for any Licensee’s Contamination, and thereafter commence the required remediation of any Hazardous Materials released or discharged in connection with Licensee’s Contamination within thirty (30) days after all necessary approvals and consents have been obtained, and thereafter continue to prosecute such remediation to completion in accordance with the approved remediation plan, then Licensor, at its sole discretion, shall have the right, but not the obligation, to cause such remediation to be accomplished, and Licensee shall reimburse Licensor within fifteen (15) business days of Licensor’s demand for reimbursement of all amounts reasonably paid by Licensor (together with interest on such amounts at the highest lawful rate until paid), when such demand is accompanied by proof of payment by Licensor of the amounts demanded. Licensee shall promptly deliver to Licensor copies of hazardous waste manifests reflecting the legal and proper disposal of all Hazardous Materials removed from the License Area as part of Licensee’s remediation of any Licensee’s Contamination. The foregoing notwithstanding, “Licensee’s Contamination” shall not refer to or include any Hazardous Materials that were not clearly introduced to the License Area by Licensee or Licensee’s Representatives. As an example, if lead dust or asbestos is found on the License Area, unless there is clear evidence that Licensee introduced those Hazardous Materials to the License Area, those Hazardous Materials shall not be considered “Licensee’s Contamination,” and it shall not be Licensee’s responsibility to take remedial action relating to such Hazardous Materials. Moreover, Licensee shall not be responsible for any Hazardous Materials that were present in, on, or below the License Area before Licensee occupied the License Area.

9.4 Licensor’s Inspection Right. Licensor shall have the right to inspect the License Area for compliance with environmental, safety, and occupational health laws and regulations, regardless of whether Licensor is responsible for enforcing or complying with them.

Licensee shall have no claim against Licensor, or any officer, agent, employee, contractor or subcontractor of Licensor by reason of entrance of such Licensor officer, agent, employee, contractor or subcontractor onto the License Area, provided such inspection is undertaken as reasonably as possible so as not to disrupt or interfere with the Permitted Use. Except in the event of an emergency, Licensor shall provide Licensee with reasonable prior notice and an opportunity to have a representative present at any inspection.

Item #6.2.

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11 9.5 Hazardous Materials Indemnity. In addition to any other provisions of this License, Licensee shall, and does hereby agree, to indemnify and hold harmless Licensor from any costs, expenses, liabilities, fines or penalties resulting from discharges, emissions, spills, storage or disposal resulting from Licensee’s Contamination, giving rise to liability, civil or criminal, or any other action by Licensee or its contractors, employees, agents, or assigns giving rise to responsibility under any Hazardous Materials Laws. Licensee’s obligations hereunder shall apply whenever Licensor incurs costs or liabilities for Licensee’s Contamination as provided hereunder.

This provision shall survive the expiration or termination of this License.

10. INDEMNITY AND WAIVER OF CLAIMS:

10.1 Licensee Indemnification. Licensee shall indemnify, defend and hold Licensor and Licensor Related Parties (as defined herein) harmless against and from all third party liabilities, obligations, damages, penalties, claims, actions, costs, charges, judgment and expenses (including reasonable attorneys’ fees, costs and disbursements) (collectively referred to as “Losses”), arising from (a) the use of, or any activity done, permitted or suffered in the License Area by Licensee (including, but not limited to, injuries suffered by Licensee’s agents or employees), (b) any activity done, permitted or suffered by Licensee or Licensee’s agents or employees in the License Area during Licensee’s possession and use of the License Area, (c) any act, neglect, fault, willful misconduct of Licensee or Licensee’s agents or employees in the License Area during Licensee’s possession and use thereof, or (d) from any breach or default in the terms of this Agreement by Licensee or Licensee’s agents or employees, except (1) to the extent such claims arise out of or relate to the gross negligence or willful misconduct of Licensor or another Licensor Related Party, or (2) to the extent such claims arise as a result of the actions of a member of the public while using the Common Areas or occur in the Common Areas outside of Licensee’s hours of operation. If any action or proceeding is brought against Licensor by reason of any such claim, upon notice from Licensor, Licensee shall defend the same at Licensee’s expense by Licensor’s Office of the City Attorney or, at Licensor’s election, other counsel reasonably satisfactory to Licensor. As a material part of the consideration to Licensor, Licensee releases Licensor and its trustees, members, principles, beneficiaries, partners, officers, directors, employees, and property managers (“Licensor Related Parties”) from responsibility for, waives its entire claim of recovery for, and assumes all risks of (i) damage to property or injury to person in or about the License Area from any cause whatsoever except to the extent caused by the gross negligence or willful misconduct of Licensor or Licensor Related Parties, or (ii) loss resulting from business interruption or loss of income at the License Area.

10.2 Waiver of Claims. Except in the event of Licensor’s or Licensor Related Parties’ own gross negligence or willful misconduct, Licensor shall not be liable to Licensee and Licensee waives all claims against Licensor and Licensor Related Parties for any injury or damage to any person or property occurring or incurred in connection with or in any way relating to the License Area from any cause. Without limiting the foregoing, neither Licensor nor any Licensor Related Party shall be liable for and there shall be no abatement of Fees for (a) any damage to Licensee’s property stored with or entrusted to any Licensor Related Party, (b) loss of or damage to any property by theft or any other wrongful or illegal act, or (c) any injury or damage to person or property resulting from fire, explosion, water or rain that may blow onto the License Area from the streets or other surfaces or from any other place or resulting from dampness or any other cause whatsoever or from the acts or omissions of other occupants or other visitors to the License Area Item #6.2.

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12 or from any other cause whatsoever, (d) any diminution or shutting off of light, air or view by any structure that may be erected on lands adjacent to the License Area or (e) any latent or other defects in the License Area. Licensee agrees that in no case shall Licensor or any Licensor Related Party or Licensee be responsible or liable to the other on any theory for any injury to such parties’ business, loss of profits, loss of income or any other form of consequential, punitive or incidental damage, except as otherwise provided in Section 13.

10.3 Survival/No Impairment. The obligations of Licensee under this Section 10 shall survive any termination of this License. The foregoing indemnity obligations shall not relieve any insurance carrier of its obligations under any policies required to be carried by either party pursuant to this License, to the extent that such policies cover the peril or currents that results in the claims that is subject to the foregoing indemnity.

11. INSURANCE:

11.1 Licensee’s Insurance. On or before the commencement of the Term of this License, Licensee shall procure and maintain for the duration of this License, insurance against claims for injuries to persons or damages to property which may arise from or in connection with Licensee’s operation and use of the License Area. The cost of such insurance shall be borne by Licensee. Licensee shall maintain the following types of insurance with limits no less than the following as set forth below.

11.1.1 Commercial General Liability Coverage:
$2,000,000 per occurrence for bodily injury, personal injury and property damage (which amount can be met by both Licensee’s underlying policy and umbrella policy). The policy shall provide coverage for Fire Legal Liability or Damage to Rented License Area coverage, as well as for Products and Completed Operations.

11.1.2 Automobile Liability Coverage:

Coverage for owned, hired, leased and rented vehicles, with limits of $1,000,000 for combined bodily injury and property damage, on a per occurrence basis.

11.1.3 Property Insurance Coverage:

Licensee shall maintain in full force and effect on all of its personal property, furniture, furnishings, vehicles, fixtures and equipment, either owned by Licensee or its agents, vendors, or clients, which may from time to time be located in, on or upon the License Area (“Licensee’s Property”) in an amount not less than their full replacement value from time to time during the Term, providing protection against all perils, included within the standard form of “allrisk” (i.e., “Special Cause or Loss”) fire and casualty insurance policy.

11.1.4 Workers Compensation Coverage:

As required by law, with Employer’s Liability coverage with limits of not less than $1,000,000.

Item #6.2.

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13 11.2 Additional Insureds: The City of Calistoga shall be included as an additional insured under all liability insurance coverages, except on worker’s compensation and professional liability insurance policies. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not included as such additional insured. An additional insured included herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy.

11.3 Notice of Cancellation. Licensee’s third party insurance policies shall be endorsed to require the insurer to provide Licensor with at least thirty (30) days’ written Notice of Cancellation; provided, however, that if Licensee’s insurers are unwilling to issue such an endorsement, then Licensee agrees as follows: if Licensee is notified by any insurer of the insurance coverage required under this Section 11 that the insurer is cancelling any required policy, Licensee shall immediately provide Licensor with written notice of having received such notice from its insurer and shall take all reasonable action to either preserve the existing policy/policies or replace the cancelled insurance with other policy/policies of insurance meeting the requirements of this Section 11 before the effective date of the cancellation.

11.4 Sufficiency of Insurance. The insurance limits required by the Licensor are not represented as being sufficient to protect Licensee. Licensee is advised to consult Licensee’s insurance broker to determine adequate coverage for Licensee. Licensee’s insurance policy shall be endorsed stipulating that Licensee’s insurance is primary with respect to claims assumed by Licensee under the terms of this License, and that the Licensor’s self-insurance program and excess insurance policies shall not be called upon to contribute to a loss that should otherwise be paid by Licensee’s insurer.

11.5 Insurer Acceptability. Licensee’s insurers must be domiciled in the United States of America. They must meet a minimum A.M. Best & Co. rating of A: VII and a Standard and Poor’s Rating (if rated) of at least BBB. In the event that a proposed insurance company is not rated by A.M. Best & Co. or Standard and Poor’s, said insurance carrier must be domiciled in the State of California and approved by Licensor.

11.6 Certificate of Insurance. On or before Licensee takes possession of the License Area, Licensee shall furnish to Licensor new certificate(s) of insurance reflecting that the insurance required by this Section for the License Area is in force, accompanied by an endorsement(s) showing the required additional insured reasonably satisfactory to Licensor.

12. PROHIBITION AGAINST TRANSFERS: Licensee shall not assign, sublicense, hypothecate, or transfer this License or any interest therein directly or indirectly, by operation of law or otherwise. Any attempt to do so shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. The forgoing notwithstanding, Licensee may Transfer, with notice but without Licensor’s consent, to an entity (i) that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Licensee; (ii) in connection with a merger, consolidation, non-bankruptcy reorganization or government action; or Item #6.2.

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14 (iii) in connection with the acquisition or transfer of all or substantially all of Licensee’s ownership interest or assets (each a “Permitted Transfer”).

13. SURRENDER: Upon the expiration or earlier termination of the License, Licensee shall surrender the License Area clean, free of debris and, in substantially the same condition as at the commencement of the Term, reasonable wear and tear excepted, and clear of all liens and encumbrances created by any action or inaction of Licensee. Licensor shall not be responsible for the value, preservation or safekeeping of Licensee’s property that is not removed by Licensee from the License Area. Licensee shall pay Licensor, upon demand, the expenses and storage charges incurred for any such property. If Licensee fails to remove Licensee’s property from the License Area, upon the expiration or earlier termination of the License, Licensor may deem all or any part of Licensee’s property to be abandoned and, at Licensor’s option, title to Licensee’s property shall vest in Licensor or Licensor may dispose of Licensee’s property in any manner Licensor deems appropriate.

14. NONDISCRIMINATION. Consistent with Licensor’s policy that harassment and discrimination are unacceptable conduct, Licensee agrees that harassment or discrimination directed toward a City employee, or contractor, or employees, or Licensee’s employee or contractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Licensee agrees that any and all violations of this provision shall constitute a material breach of this Agreement.

15. SUBMISSION OF NOTICES. All notices, demands, requests, consents, or approvals which may or are required to be given by either party to the other shall be in writing and shall be deemed given upon (i) personal delivery or transmission by facsimile or electronic mail (unless delivery occurs on a Sunday or holiday, in which case notice will be deemed given on the next-succeeding business day), or (ii) refusal of delivery during normal business hours when sent by United States Certified or Registered Mail, postage prepaid, or (iii) one business day after deposit with a reputable overnight delivery service at the party’s respective Notice Address(es) set forth in the Basic License Information. Any party may from time to time designate an alternate and/or additional address by notice.

16. CONDITION OF LICENSE AREA. The License Area is delivered to Licensee by Licensor “as is, where is,” and, as such, Licensor makes no warranty as to such facilities and property either as to their usability generally or as to their fitness for any particular purpose. No promises of Licensor to alter, remodel, repair or improve the License Area and no representation respecting the condition of the License Area have been made by Licensor to Licensee, except as expressly stated in this Agreement, and Licensor shall have no obligation to repair or maintain License Area. Licensor’s only maintenance and repair obligations under this Agreement are set forth in Section 8.2.

17. DEFAULT.

17.1 Events of Default. The occurrence of any of the following shall constitute a “Default” by Licensee:

Item #6.2.

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15 Licensee fails to make any payment of Fees when due, if payment in full is not received by Licensor within five (5) days after written notice that it is past due.

Licensee violates the restrictions on Transfer set forth in Article 12.

Licensee ceases operating as a going concern (provided, however, that Licensee may be open and operating on the days and during the times as the needs of Licensee’s operation dictates, in Licensee’s sole discretion); makes an assignment for the benefit of creditors; is adjudicated an insolvent, files a petition (or files an answer admitting the material allegations of a petition) seeking relief under any state or federal bankruptcy or other statute, law or regulation affecting creditors’ rights; all or substantially all of Licensee’s assets are subject to judicial seizure or attachment and are not released within sixty (60) days, or Licensee consents to or acquiesces in the appointment of a trustee, receiver or liquidator for Licensee or for all or any substantial part of Licensee’s assets.

Licensee fails to perform or comply with any provision of this Agreement other than those described in (i) through (iii) above, and does not fully cure such failure within five (5) business days after notice to Licensee or, if such failure cannot be cured within such five (5) business-day period, Licensee fails within such five (5) business-day period to commence, and thereafter diligently proceed with, all actions necessary to cure such failure as soon as reasonably possible but in all events within sixty (60) days of such notice.

17.2 Remedies. Upon Default by Licensee, Licensor shall, without further notice or demand of any kind to Licensee or to any other person, in addition to any other remedy Licensor may have under this License and at law or in equity, have the ability to immediately terminate the License and Licensee’s right to use the License Area. Upon notice of any such termination, Licensee shall vacate and discontinue its use of the License Area and Licensor may take any and all actions to enforce Licensee’s obligations.

17.3 Licensor’s Right to Perform Licensee’s Obligations. If Licensee is in Default of any of its non-monetary obligations under this Agreement, in addition to the other rights and remedies of Licensor provided herein, then Licensor may at Licensor’s option, but without any obligation to do so and without further notice to Licensee, perform any such term, provision, covenant or condition or make any such payment and, except in the case of its gross negligence or willful misconduct, Licensor by reason of doing so shall not be liable or responsible for any loss or damage thereby sustained by Licensee. If Licensor performs any of Licensee’s obligations hereunder in accordance with this Section 17.3, the reasonable costs and expense incurred or the payments so made shall be immediately be owed by Licensee to Licensor, and Licensee shall promptly pay to Licensor upon demand, as Additional Fees, the full amount thereof with interest thereon from the day of payment by Licensor the lower of ten percent (10%) per annum, or the highest rate permitted by applicable law.

17.4 Severability. This Article 17 shall be enforceable to the maximum extent such enforcement is not prohibited by applicable Law, and the unenforceability of any portion thereof shall not thereby render unenforceable any other portion.

18. WAIVER OF RELOCATION ASSISTANCE. Except in the event of a taking of the License Area by or under the threat of eminent domain, Licensee acknowledges that upon the Item #6.2.

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16 expiration or earlier termination of the Term it will not be a displaced person or business and therefore waives any and all rights, benefits or privileges of the California Relocation Assistance Law, California Government Code Sections 7260 et seq. or under any similar state or federal law, statute or ordinance now or hereinafter in effect.

19. MISCELLANEOUS.

19.1 Entire Agreement. This Agreement, including all exhibits hereto, constitutes all of the covenants, conditions and agreements between and among the parties and shall supersede all prior correspondents, agreements and understandings, both verbal and written.

19.2 Amendments. This Agreement may be amended or modified only by a written instrument executed by Licensor and Licensee.

19.3 Severability. If any provision of this Agreement, or its application to any person or circumstance, is held invalid by any court, the invalidity or inapplicability of such provision shall not affect any other provision of this Agreement or the application of such provision to any other person or circumstance, and the remaining portions of this Agreement shall continue in full force and effect, unless enforcement of this Agreement as so modified by and in response to such invalidation would be unreasonable or grossly inequitable under all of the circumstances or would frustrate the fundamental purposes of this Agreement. Without limiting the forgoing, if any applicable federal or state law prevents or precludes compliance with any material term of this Agreement, the parties shall promptly modify, amend, or suspend this Agreement, or any portions of this Agreement, to the extent necessary to comply with such provisions in a manner which preserves to the greatest extent possible the benefits to each of the parties to this Agreement before such conflict with federal or state law.

19.4 Dispute Resolution. In the event the parties are unable to resolve a dispute arising under this Agreement, whether concurrent with any dispute under the Service Agreement or not, such dispute shall be resolved as provided in the Service Agreement.

19.5 Incorporation of Exhibits and Recitals. The exhibits and recitals to this Agreement are incorporated into this Agreement by this reference.

19.6 Broker’s Commissions. Licensor and Licensee each represents and warrants to the other that neither it nor its officers or agents nor anyone acting on its behalf has dealt with any real estate broker except for Cushman & Wakefield (“Licensor’s Broker”) in the negotiating or making of this License. Licensor shall be responsible for any commissions and other compensation which may be due to Licensor’s Broker in connection with this Agreement.

Each party agrees to indemnify and hold harmless the other from any claim or claims, and costs and expenses, including attorneys’ fees, incurred by the indemnified party in conjunction with any such claim or claims of any other broker or brokers to a commission in connection with this License as a result of the actions of the indemnifying party.

19.7 Attorneys’ Fees. In the event either party to this Agreement institutes an action, arbitration or proceeding to interpret or enforce any of the terms hereof, or to obtain money damages the prevailing party shall be entitled to recover from the other, in addition to costs and Item #6.2.

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17 judgment as ordered by the court, its reasonable attorneys’ fees, together with out-of-pocket expenses.

19.8 Access by Licensor. In addition to access provided by this License, Licensor shall be allowed access to the License Area at all reasonable times throughout the term of this License, for any reasonable purpose upon prior written notice to Licensee. Licensor will normally give Licensee a minimum of twenty-four (24) hours prior notice of an intention to enter the License Area, unless the entry is reasonably required on an emergency basis for safety, environmental, operations or security purposes. Licensee shall ensure that a telephone roster is maintained at all times for on-call persons representing Licensee who will be available on short notice, 24 hours a day, 365 days per year, and have authority to use all keys necessary to gain access to the License Area to facilitate entry in time of emergency. Licensee shall ensure that Licensor has a current roster of such on-call personnel and their phone numbers. Licensee shall not change any existing locks, or attach any additional locks or similar devices to any door or window, without providing to Licensor one set of keys therefor. All keys must be returned to Licensor at the expiration or termination of this License. Licensee shall have no claim against Licensor for exercise of its rights of access hereunder.

19.9 Asbestos Notification for Commercial Property Constructed Before 1979.

Licensee acknowledges that Licensor has advised Licensee that, because of its age, the Building may contain asbestos-containing materials (“ACMs”). If Licensee undertakes any alterations that were approved in writing by Licensor, Licensee shall undertake the alterations in a manner that avoids disturbing ACMs present in the Building. If ACMs are likely to be disturbed in the course of such work, Licensee shall encapsulate or remove the ACMs in accordance an approved asbestos-removal plan and otherwise in accordance with all applicable Environmental Laws, including giving all notices required by California Health & Safety Code Sections 25915-25919.7.

19.10 Lead Warning Statement. Licensee acknowledges that Licensor has advised Licensee that buildings built before 1978 may contain lead-based paints (“LBP”). Lead from paint, paint chips and dust can pose health hazards if not managed properly. Licensee may, at its sole cost and expense, have a state certified LBP Inspector complete an LBP inspection and abatement and provide an abatement certification to Licensor. Licensor has no specific knowledge of the presence of lead-based paint in the License Area.

19.11 OFAC Certification. Licensee represents, warrants and covenants that:
(a) Licensee and its principals are not acting, and will not act, directly or indirectly, for or on behalf of any person, group, entity, or nation named by any Executive Order or the United States Treasury Department as a terrorist, “Specially Designated and Blocked Person” or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control; and (b) Licensee acknowledges that the breach of this representation, warranty and covenant by Licensee shall be an immediate Default under this Agreement.

19.12 Certified Access Specialist Disclosure. In accordance with Civil Code Section 1938, Licensor hereby discloses that the License Area has not undergone inspection by a Certified Access Specialist for purposes of determining whether the property has or does not meet all applicable construction related accessibility standards pursuant to Civil Code Section 55.53.

Item #6.2.

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18 19.13 Rules and Regulations. Licensee shall faithfully observe and comply with the non-discriminatory rules and regulations attached hereto as Exhibit B and incorporated herein by this reference, as the same may be modified from time to time by Licensor. Any additions or modifications to those rules shall be binding upon Licensee upon Licensor’s delivery of a copy to Licensee.

19.14 Further Assurances. All parties agree to cooperate fully and execute any and all supplementary documents and take all additional actions which may be necessary or appropriate to give full force and effect to the basic terms and intent of this Agreement.

19.15 Time. Time is of essence of every provision herein contained in this Agreement.

19.16 Captions. All captions and headings in this Agreement are for the purpose of reference and convenience and shall not limit or expand the provisions of this Agreement.

19.17 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. All actions or proceedings arising directly or indirectly under this Agreement shall be litigated in courts located within the County of Napa, State of California.

19.18 Authority. If Licensee is a corporation, partnership, trust, association or other entity, Licensee and each person executing this License on behalf of Licensee does hereby covenant and warrant that (a) Licensee is duly incorporated or otherwise established or formed and validly existing under the laws of its state of incorporation, establishment or formation, (b) Licensee has and is duly qualified to do business in California, (c) Licensee has full corporate, partnership, trust, association or other power and authority to enter into this License and to perform all Licensee’s obligations hereunder, and (d) each person (and all of the persons if more than one signs) signing this License on behalf of Licensee is duly and validly authorized to do so. Upon execution hereof and at Licensor’s request, Licensee shall provide Licensor with written evidence substantiating the authority of the person(s) executing this Agreement on behalf of Licensee to bind Licensee to this Agreement.

19.19 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Item #6.2.

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19 IN WITNESS WHEREOF, Licensor and Licensee have respectively signed and sealed this License as of the day and year first above written.

LICENSEE:

Boys & Girls Club of St. Helena and
Calistoga, a California nonprofit public
benefit corporation
By: _________________________________
Name: ______________________________
Title: _______________________________
LICENSOR:

City of Calistoga, a California municipal
corporation
By: _____________________________
Laura Snideman, City Manager
Date: _____________________________
By: _________________________________
Name: ______________________________
Title: _______________________________
Approved as to form:

By: _____________________________
Michelle Marchetta Kenyon
City Attorney
Date: _____________________________
ÃÆª²¨ «ø½±²ª¥¥·
¤®ª½´¨·™ª ‹·Æª½¨±Æ
Item #6.2.

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Exhibit A-1

EXHIBIT A

DIAGRAM OF LICENSE AREA, COMMON AREA,

AND LANDSCAPING AREA
The Common Area should include the public bathrooms located on the exterior of the building and the associated concrete walkways to access the bathrooms; the sidewalk adjacent to the street; the basketball court to the north of the Building; and the racquetball courts located in the building, except for one (1) racquetball court during normal operating hours for the Teen Center.

Item #6.2.

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Exhibit B-1

EXHIBIT B

RULES AND REGULATIONS
Licensee shall faithfully observe and comply with the following Rules and Regulations.

Licensor shall not be responsible to Licensee for the non-performance of any of said Rules and Regulations by or otherwise with respect to the acts or omissions of any other Licensees or occupants of the Building or the public. In the event of any conflicts between the Rules and Regulations and other provisions of this License, the latter shall control.

1. Licensor shall have the right to control and operate the public portions of the Building and the public facilities, as well as facilities furnished for the common use of the Licensees, in such manner as it deems best for the benefit of the Licensee and the public.

2. No advertisements, pictures or signs of any sort shall be displayed on or outside the License Area or Building without the prior written consent of Licensor, except for Licensee’s existing sign near the westerly corner of the property. This prohibition shall include any portable signs placed within the Common Areas or on streets adjacent thereto for the purpose of advertising or display. Licensor shall have the right to remove any such unapproved item without notice and at Licensee’s expense.

3. All goods, including materials used to store goods, delivered to the License Area shall be immediately moved into the License Area and shall not be left in the exterior of the Building overnight.

4. Licensee is responsible for the storage and removal of all trash and refuse from the License Area and around the License Area to the extent created or caused by Licensee, its employees, agents, contractors guests, visitors, licensees or invitees (“Licensee Parties”). All such trash and refuse shall be contained in suitable receptacles stored at locations approved by Licensor.

5. The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substances of any kind whatsoever shall be thrown therein. The expense of the repair of any breakage, stoppage or damage resulting from a violation of this rule by Licensee or any of the Licensee Parties shall be borne by Licensee.

6. Licensee shall cooperate fully with Licensor to ensure the effective operation of the Building’s air conditioning systems. If Licensee shall so use the License Area that noxious or objectionable fumes, vapors and/or odors are created, then Licensee shall provide proper ventilation equipment for the discharge of such fumes, vapors and odors so that they shall not enter into the air conditioning system or be discharged into other vents or flues of the building or annoy neighbors or the public in the vicinity of the Building. The design, location and installation of such equipment shall be subject to the Licensor’s approval.

7. All window coverings installed by Licensee and visible from the outside of the Building require the prior written approval of Licensor.

Item #6.2.

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Exhibit B-2

8. The sashes, sash doors, skylights, windows and doors that reflect or admit light or air into the halls, passageways or other public places in the Building shall not be covered or obstructed by Licensee.

9. Licensee shall not overload the floor of the License Area.

10. No awnings or other projections over or around the windows or entrances of the License Area shall be installed by any Licensee without the prior written consent of Licensor.

11. Licensee shall not permit any domesticated animals, including, but not limited to, household pets (but excluding service animals, which are permitted), to be brought or kept in or about the License Area or Building or any of the Common Areas by Licensee or any Licensee Parties.

12. Licensee acknowledges that Licensor shall have no obligation to provide guard service or other security measures for the benefit of the License Area. Licensee hereby assumes all responsibility as to the License Area for the protection of Licensee and its Licensee Parties, and the property thereof, from acts of third parties, including keeping locked all doors and other means of entry to the License Area.

13. No auction, liquidation, fire sale, going out of business or bankruptcy sale shall be conducted in or about the License Area without the prior written consent of Licensor.

14. No Licensee or any of the Licensee Parties shall use or permit the use of any portion of the License Area for living quarters, sleeping apartments or lodging rooms.

15. Neither Licensee or any Licensee Parties shall park any vehicles in areas posted as no parking.

16. If the License Area are or become infested with vermin as a result of the use or any misuse or neglect of the License Area by Licensee or any of the Licensee Parties, Licensee shall forthwith, at Licensee’s expenses, cause the same to be exterminated from time to time to the satisfaction of Licensor and shall employ such licensed exterminators as shall be approved in writing in advance by Licensor.

17. Licensee shall not use the name of the Building for any purpose other than as the address of the business to be conducted by Licensee in the License Area, nor shall Licensee use any picture of the Building in its advertising, stationary or in any other manner without the prior written permission of Licensor. Licensor expressly reserves the right at any time to change said name without in any manner being liable to Licensee therefor.

18. Smoking tobacco products or any other substances is not allowed in the License Area or the Common Area by Licensee or any of the Licensee Parties.

19. Licensor reserves the right to exclude from the Building or the Common Areas any person who, in the judgment of Licensor, is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of these Rules and Regulations.

Item #6.2.

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Exhibit B-3

20. Licensor reserves the right at any time to change or rescind any one or more of these Rules and Regulations, or to make such other and further reasonable Rules and Regulations as in Licensor’s judgment may from time to time be necessary for the management, safety, care and cleanliness of the License Area, Common Areas and Building, and for the preservation of good order therein, as well as for the convenience of the public and other occupants and licensees of the Building. Licensor may waive any one or more of these Rules and Regulations for the benefit of the public or any particular licensee, but no such waiver by Licensor shall be construed as a waiver of such Rules and Regulations in favor of any other licensee, nor prevent Licensor from thereafter enforcing any such Rules and Regulations against any or all licensees of the Building. Licensee shall be deemed to have read these Rules and Regulations and to have agreed to abide by them as a condition to its use of the License Area.

Item #6.2.

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ATTACHMENT 1
RESOLUTION NO. 2025-XXX

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

OF NAPA, STATE OF CALIFORNIA, AUTHORIZING THE CITY MANAGER TO

ENTER INTO A PROFESSIONAL SERVICES AGREEMENT WITH THE BOYS

AND GIRLS CLUB FOR TEEN SERVICES AND ENTER INTO A LICENSE

AGREEMENT WITH THE BOYS AND GIRLS CLUB FOR USE OF THE
MONHOFF BUILDING.

PASSED, APPROVED AND ADOPTED this 25th day of February 2025. I,

AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST: APPROVED:

Item #6.2.

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Yudiana Galvan, CMC, City Clerk Donald Williams, Mayor
Item #6.2.

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CITY and CONSULTANT may be referred to individually as “Party” and collectively as the “Parties.”

NOW, THEREFORE, for the considerations hereinafter set forth, CONSULTANT and CITY agree as follows:

ARTICLE 1 - SCOPE OF SERVICES

1.1. Scope of Work. CONSULTANT agrees to furnish the services set forth in Exhibit A, Scope of Work, which is attached hereto and incorporated herein (the "Services").

1.2. Compliance with Law. The Services shall be performed in accordance with all applicable federal, state and local laws, ordinances, rules, regulations and orders.

1.3. Time is of the Essence. CONSULTANT agrees to diligently prosecute the Services. In the performance of this Agreement, time is of the essence.

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- 2 -
OAK #4890-2776-373v1 (Rev. 9/2021)

ARTICLE 2 - COMPENSATION

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2.4. Withholding. In lieu of holding retention, CITY shall withhold CONSULTANT's final payment until the Services are complete and CITY has received all Documents.

CONSULTANT shall diligently continue and complete performance of the Services if the Services are not complete at the time CONSULTANT has performed services up to the Cost Ceiling.

ARTICLE 3 - TIME OF PERFORMANCE

3.2. Termination. This Agreement may be terminated at any time by CITY upon written notice to CONSULTANT.

ARTICLE 4 - DESIGNATED CONTACTS

Item #6.2.

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- 4 -
OAK #4890-2776-373v1 (Rev. 9/2021)
ARTICLE 5 - INDEMNIFICATION AND INSURANCE

CONSULTANT shall have no right to seek reimbursement from the CITY Parties for the costs of defense.

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Item #6.2.

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Calistoga, CA 94515
Phone: 707-963-8944
Email: [email protected]
ARTICLE 7 - MISCELLANEOUS

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7.2, this Agreement is to be binding on the successors and assigns of the parties hereto.

7.6. Counterparts. This Agreement may be signed in counterparts and, when fully signed, such counterparts shall have the same effect as if signed in one document.

Item #6.2.

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- 9 -
OAK #4890-2776-373v1 (Rev. 9/2021)

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- 10 -
OAK #4890-2776-373v1 (Rev. 9/2021)
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.

CITY OF CALISTOGA
By: Date:

Laura Snideman, City Manager

CONSULTANT
By: Date:

By: Date:

Attest
By:

Yudiana Galvan, City Clerk
Approved As To Form
By:

Michelle Marchetta Kenyon, City Attorney
7/12/24
Item #6.2.

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OAK #4823-2508-6159 v2

EXHIBIT A

2. The Calistoga Teen Center aims to reach at minimum 100 unique teenage students per month and has a focused outreach towards low-income and/or at-risk students.

5. Professional Tutoring Services: Engage qualified tutors to provide academic support and mentoring for teens, helping them excel in their studies and develop essential skills for future success.

6. Holiday Assistance Programming: Plan and execute special holiday meal events and assistance programs, including the Red Wagon Christmas gift program.

Item #6.2.

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OAK #4823-2508-6159 v2

Item #6.2.

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OAK #4823-2508-6159 v2
EXHIBIT B-1

1. Compensation for the Services shall not exceed $40,000.

Item #6.2.

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LICENSE AGREEMENT

BY AND BETWEEN

CITY OF CALISTOGA,
a California municipal corporation

AS LICENSOR
and
Boys & Girls Clubs of St Helena and Calistoga

AS LICENSEE
Monhoff Building
Item #6.2.

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