Agenda — Calistoga City Council, April 15, 2025

Mayor
Donald Williams
Vice Mayor
Irais Lopez-Ortega
Councilmembers
Lisa M. Gift
Scott Cooper
Kevin Eisenberg
AGENDA
City Council - Special Meeting
Tuesday, April 15, 2025 - 6:00 PM
1307 Washington St., Calistoga
Hybrid
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: 825 8263 7299

3. Watch or participate online via Zoom - click this link

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. 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 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

2. ORAL COMMUNICATION ON CONSENT ITEMS OR NON-AGENDA ITEMS This time is set aside to receive comments from the public regarding the item 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 item 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. GENERAL GOVERNMENT

3.1. Consider adopting a Resolution to enter into separate Interim License Agreements between the City of Calistoga and Calistoga Cares Food Bank, Calistoga Vines, Inc., and Pacific Gas & Electric (PG&E), three current fairgrounds tenants.

Recommended Action: - Consider Authorizing the City Manager/Staff to Enter into the Agreement
Staff Report - Interim License Agreements for Use of the Fairgrounds Property by Three Current Tenants. - Pdf (Page 3 - 63)
Public Comment (Page )

3.2. License Agreement between the City of Calistoga and the Native Sons of the Golden West, Parlor 86 for use of the Tucker Building's East Room.

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Recommended Action: - Consider Authorizing the City Manager/Staff to Enter into the Agreement
Staff Report - License Agreement with Native Sons of the Golden West, Parlor 86 - Pdf (Page 64 - 93)

4. COUNCIL REPORTS

5. ADJOURNMENT
NOTICE: If you challenge a city’s zoning, planning, or other decision in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the City Council at, or prior to, the public hearing. Judicial review of any City administrative decision may be had only if a petition is filed with the court not later than the 90th day following the date upon which the decision becomes final. Judicial review of environmental determinations may be subject to a shorter time period for Litigation, in certain cases 30 days following the date of final decision.

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

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 April 8th, 2025, by 4:30 p.m.

Yudiana Galvan, City Clerk

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City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Sheli Wright, Fairgrounds Revitalization Director Meeting: City Council - Fairgrounds Special Meeting - Apr 15 2025 Subject: Interim License Agreements for Use of the Fairgrounds Property by Calistoga Cares Food Bank, Calistoga Vines, Inc., and Pacific Gas & Electrict (PG&E), Three Current Fairgrounds Tenants
DESCRIPTION:

Consider adopting a Resolution to enter into separate Interim License Agreements between the City of Calistoga and Calistoga Cares Food Bank, Calistoga Vines, Inc., and Pacific Gas & Electrict (PG&E), three current fairgrounds tenants.

RECOMMENDATION:

Consider Authorizing the City Manager/Staff to Enter into the Agreement SUMMARY:

Three current Licensees are ready to enter into interim agreements for space use at Calistoga Fairgrounds.

ANALYSIS:

Three interim agreements for Calistoga Fairgrounds space use are ready for City Council review and approval. The summary of each are as follows:

Calistoga Cares! - The Calistoga Cares Food Bank is an all-volunteer community-based 501(c)(3) nonprofit organization serving food-insecure households of Calistoga bi-monthly. The Food Bank survives on the generosity of Calistoga residents, the greater Napa Valley, and many small and large members of the local business community. The agreement extends the same financial terms and is for two years of use of the Garden & Rock Rooms in the Tubbs Building, with distribution day use of the Tubbs Kitchen. The agreement is for twenty-four (24) months at $150.00 per month.

Calistoga Vines, Inc. - Calistoga Vines, Inc. (The Resort at 400 Silverado), is a luxury five-star hotel and resort set within its vineyard along Silverado Trail. The agreement for parking at the Calistoga Fairgrounds Tucker Building raises the monthly rate by $100 each month and clarifies the use space and joint use of parking (due to large events & Tucker Building use). The new agreement is for twenty-four (24) months at $3100.00 per month.

Pacific Gas & Electric (PG&E) - PG&E, an American investor-owned utility, provides electric and natural gas to 16 million people through a 70,000-square-mile service system in Northern & Central California. PG&E has been leasing the pavilion for their Wildfire Safety Program, preparing system hardening, pole and transformer replacement, underground utilities, and Enhanced Powerline Safety

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Settings throughout the Napa Valley. The new agreement is for twelve (12) months, with an option for an additional twelve (12) months with a decrease in useable space, a rate increase of $321 per month, and a reimbursement for electric utilities. This agreement is for $5000.00 per month.

Additional interim agreements will be forthcoming soon.

Staff is requesting an adoption of the resolution and approval for the City Manager to enter into the agreements as submitted.

FINANCIAL IMPACT:

The yearly compensation for the base lease of these three agreements are $99,000 for Fund 70 (Fairgrounds).

CEQA STATUS:

No CEQA review is required.

ATTACHMENT(S):

Interim Licensed Agreements Resolution
Calistoga Cares License Agreement 2025-2027 - signed
PGE Lease Agreement for Calistoga Fairgrounds - 5 1 2025_PGE Signed Calistoga_Vines_License_Agreement_May_1_2025_April_30_2027 APPROVAL(S):

Rachel Stepp, Deputy City Manager Approved - Apr 04 2025 Connie Cardenas, Admin. Services Director Approved - Apr 04 2025 Laura Snideman, City of Calistoga | City Manager Approved - Apr 07 2025 Yudiana Galvan, City of Calistoga | City Clerk Approved - Apr 08 2025

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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 SEPARATE INTERIM LICENSE AGREEMENTS FOR USE OF A PORTION OF THE FAIRGROUNDS PROPERTY WITH THE FOLLOWING THREE AGENCIES:

CALISTOGA CARES! FOOD BANK; CALISTOGA VINES LESSEE, INC. (DBA FOUR

SEASONS RESORT AND RESIDENCES NAPA), AND PACIFIC GAS AND

ELECTRIC
WHEREAS, The City of Calistoga owns and operates a portion of property known as Calistoga Fairgrounds;
WHEREAS, The City of Calistoga agrees it is in the best interest of the City to enter into short-term License Agreements the use of portion of the fairgrounds property; and WHEREAS, the three agencies wish to continue to use the property in the short term and it is necessary for the City to enter into agreements that identify the license area and approved uses; establish rules and regulations regarding the use of the remaining portion of the fairgrounds property; include the term and monthly fee; address taxes, utilities, maintenance and repairs; and include indemnity and insurance requirements; and
WHEREAS, an Interim License Agreement between the City of Calistoga and Calistoga Cares! Food Bank establishes the allowed use of the Rock Room, Garden Room and Tubbs Kitchen on distribution days as a food pantry at a monthly rate of $150 from May 1, 2025, through April 30, 2027, subject to three twelve (12) month extensions by approval of the City Manager; and
WHEREAS, an Interim License Agreement between the City of Calistoga and Calistoga Vines Lessee, Inc. (dba Four Seasons Resort and Residences Napa) establishes the allowed use of the Tucker Building parking lot for employee parking, and joint use, at a monthly rate of $3,100 effective May 1, 2025 through April 30, 2027, subject to three twelve (12) month extensions by approval of the City Manager; and WHEREAS, an Interim License Agreement between the City of Calistoga and Pacific Gas and Electric (PG&E) establishes the allowed use of the Covered Pavilion as a material laydown and staging area to park vehicles and locate construction equipment in support of PG&E’s Wildfire Safety Program preparing system hardening, pole and transformer replacement, underground utilities and Enhanced Powerline Safety Settings throughout the Napa Valley at a monthly rate of $5,000 from May 1, 2025 through April

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30, 2026 subject to two (2) twelve (12) month extensions by approval of the City Manager.

NOW, THEREFORE BE IT RESOLVED by the City Council of the City of Calistoga that the Calistoga City Council hereby authorizes the City Manager to enter into the following agreements:

1. License Agreement between the City of Calistoga and Calistoga Cares! Food Bank, a California 501(c)(3) non-profit organization;

2. License Agreement between the City of Calistoga and Calistoga Vines Lessee, Inc dba Four Seasons Resort and Residences Napa Valley;

3. License Agreement between the City of Calistoga and Pacific Gas and Electric (PG&E), a Calistoga Corporation.

PASSED, APPROVED AND ADOPTED this 15th day of April 2025. I, YUDIANA GALVAN, CITY CLERK OF THE CITY OF CALISTOGA, HEREBY CERTIFY, the foregoing resolution was introduced and passed at a meeting of the Calistoga City Council by the following roll call vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST: APPROVED:
_____________________________
_ ___________________________
Yudiana Galvan, CMC, City Clerk Donald Williams, Mayor

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LICENSE AGREEMENT

BASIC LICENSE INFORMATION
License Date: April 8, 2025, for reference purposes only City: City of Calistoga,
a general law city
City's Address: City of Calistoga
1232 Washington St.

Calistoga, CA 94515
Tel: (707) 942-2802
ATTN: City Manager
Licensee: Calistoga Cares, Food Bank, Inc.

Licensee's Address: Calistoga Cares, Food Bank, Inc.

P.O. Box451
Calistoga, CA 94515
Tel: (707) 486-1802
Attn: Suzan Shaw, President, Board of Directors
[email protected]
License Area: The Rock Room and Garden Room with distribution day use of Tubbs Kitchen and a path of travel at the Calistoga Fairgrounds property at 1435 North Oak Street as illustrated in Exhibit A Length of Term: Approximately twenty-four (24) months, subject to extension as described in Section 3.3
Commencement Date: May 1, 2025
Expiration Date: April 30, 2027
License Fee: Monthly License Fee: $150.00 due on the first of each month Security Deposit: None
Permitted Use: Operation of a temporary Food Bank and monthly Food Distribution Events
Brokers: None
Exhibits A - License Area
B - Rules and Regulations

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2 LICENSE AGREEMENT
THIS LICENSE AGREEMENT is entered into this 1
st d a y o f M a y 2 0 2 5
("Agreement"), by and between the CITY OF CALISTOGA, a general law city('City"), and CALISTOGA CARES! FOOD BANK INC., a California 501(c)(3) non-profit organization ("Licensee").

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

2. LICENSE AREA:

2.2 Common Area. 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 any other occupants of the Fairgrounds Property to use the common areas ("Common Area"). The use of the Common Area shall be for the non-exclusive use of Licensee and Licensee's employees, agents, suppliers, customers and patrons, in common with City and all other occupants of the Calistoga Fairgrounds and such other persons to whom City has previously granted, or may hereinafter grant, rights of usage. Licensee shall not be entitled to use the Common Area for storage of goods, vehicles, refuse or any other items. City reserves the right to alter, modify, enlarge, diminish, reduce or eliminate the Common Areas from time to time in its sole discretion. If Licensee shall use any of the Common Area for storage of any items, Licensee shall pay all fines and other charges imposed upon either City or Licensee by any fire, building or other regulatory body, and Licensee shall pay all costs incurred by City to clear that portion of the Common Area so used by Licensee and dispose of such items.

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

2.4 City's Reserved Rights. City 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 Area 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 Area. Without limiting the foregoing, City 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

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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, City 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 (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 City or any other person, are granted to Licensee by this License.

2.5 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.

3.1 Generally. Unless otherwise earlier terminated, the term of this License ("Term") shall commence on May 1, 2025 ("Commencement Date") and terminate on April 30, 2027 ("Expiration Date"), unless terminated earlier as set forth in section 3.2 or extended as set forth in Section 3.3.

3.2 Early Termination. At any time during the Term, City may terminate the License by the giving of not less than Ninety (90) days' prior written notice to the other in accordance with Article 15. Upon such early termination, 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.

3.3 Extension Options. Provided Licensee is not in default of this License, City may extend the Term of this License a maximum of three (3) times for a period of twelve (12) months each at the sole discretion of City's City Manager.

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 City of Calistoga at 1232 Washington St., Calistoga, CA 94515 and sent to the attention of the Fairgrounds Director or such other place as City shall direct If the Term ends on a day other than the last day of the calendar month, the License Fee for any such partial month shall be prorated at the rate of one-thirtieth of the monthly License Fee for each day of the period.

4.2 Condition Precedent. As a condition precedent to the effectiveness of this Agreement, on or before Licensee's execution of this Agreement, Licensee shall pay to City any unpaid Licensee Fees and Additional Fees accruing from and after August 1, 2024, through April 30, 2025.

4.3 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 and, Additional Fees and all other amounts payable hereunder from Licensee to City. Unless

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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 City.

4.4 Intentionally Omitted

5. TAXES AND OPERATING EXPENSES:

5.1 Taxes
(a) 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.
(b) 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 City, upon City's election. either (a) annually within thirty (30) days after the date City provides Licensee with a statement setting forth in reasonable detail such Taxes, or (b) monthly in advance based on estimates provided by City based upon the previous year's tax bill. All Personal Property Taxes originally imposed upon City 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 root); (Ii) Common Area maintenance; and (iii) City's property insurance, if any, are “Operating Expenses".

During the Term, City 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 Fees.

6. USE: COMPLIANCE WITH LAWS:

6.1 Use of License Area. Licensee may use the License Area to temporarily operate a Food Bank out of the Tubbs Building (Rock & Garden Rock Room) with distribution day use of the Kitchen, including temporary storage of food items in need of refrigeration, and a path of travel for monthly food distribution events ("Permitted Use") to serve low-income individuals, families and seniors in Napa County and for no other purposes without the express written consent of City. City shall work with Licensee to move refrigeration from common kitchen area to Licensed area. Licensee acknowledges that neither City nor any agent of City, 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

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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. City shall pay for electrical, gas, water, and sewer utility service through the various utility providers as required for normal use of the space. Licensee shall contract directly with and shall pay all charges for telephone, refuse collection, janitorial, pest control, security and monitoring services furnished to the License Area.

7.2 No Liability of City. Except in the case of City's gross negligence or willful misconduct, in no event shall City 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 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 AND REPAIR OF LICENSE AREA:

8.1 Maintenance and Repair by Licensee

8.1.1 Licensee Maintenance. Licensee shall, at its sole costs and expense, maintain the License Area in good repair and in a neat and clean condition (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; (vi) kitchens; (vii) plumbing and similar facilities located within, or exclusively serving the License Area; (viii) telephone and data equipment and cabling; and (ix) landscaping around the Building where the License Area is located.

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 City Maintenance and Repair. City shall maintain in good repair, 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: (a) the structural elements of the Tubbs building, including structural elements of exterior walls and foundations; and (b) the Common Area.

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 City written notice of the need for repair of the items for which City is responsible. If Licensee or Licensee's invitees or anyone in the employed

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or control of Licensee caused any damages necessitating such repair, then Licensee shall pay to City 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 City to make repairs to the License Area or Building.

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 9, 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 City, 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 City (or any insurance carrier, environmental consultant or lender of City, or environmental consultant retained by any lender of City) 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 City to any liability therefor.

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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 City, which may be subject to conditions imposed by City as determined in City'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. City 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 City 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 City, at its sole discretion, shall have the right, but not the obligation, to cause such remediation to be accomplished, and Licensee shall reimburse City within fifteen (15) business days of City's demand for reimbursement of all amounts reasonably paid by City (together with interest on such amounts at the highest lawful rate until paid), when such demand is accompanied by proof of payment by City of the amounts demanded. Licensee shall promptly deliver to City 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 City's Inspection Right. City shall have the right to inspect the License Area for compliance with environmental, safety, and occupational health laws and regulations, regardless of whether City is responsible for enforcing or complying with them. Licensee shall have no claim against City, or any officer, agent, employee, contractor or subcontractor of City by reason of entrance of such City 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, City shall provide Licensee with reasonable prior notice and an opportunity to have a representative present at any inspection.

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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 City 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, 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 this Agreement (collectively "Losses") that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Licensee, defend, indemnify, and hold harmless City, its officials, officers, employees and agents ("City Related Parties"), except to the extent the Claims are attributable to City Related Parties' gross negligence or willful misconduct. Licensee shall defend City Related Parties as required by California Civil Code Section 2778, and with counsel reasonably acceptable to City Related Parties.

10.2 Waiver of Claims. Except in the event of City's or City Related Parties' own gross negligence or willful misconduct City shall not be liable to Licensee and Licensee waives all claims against City and City 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 City nor any City 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 City 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 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 City or any City 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 10.1.

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.

11.1 Minimum Scope and Limit of Insurance. Coverage shall be at least as broad as:
(i) Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed

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operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. (ii) Automobile Liability: Insurance Services Office Form CA 0001 covering Code 1 (any auto), with limits no less than $1,000,000 per accident for bodily injury and property damage.
(iii) Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease. (if Licensee has employees). (iv) Property insurance against all risks of loss to any Licensee improvements or betterments, at full replacement cost with no coinsurance penalty provision. (v) If Licensee maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or higher limits maintained. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

11.2 Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions:
(i) Additional Insured Status. City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Licensee including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Licensee's insurance (at feast as broad as ISO Form CG 20 10.)
(ii) Primary Coverage. For any claims related to this contract, Licensee insurance coverage shall be primary insurance coverage at feast as broad as ISO CG 20 01 04 13 as respects City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Licensee's insurance and shall not contribute with it. (iii) Notice of Cancellation. Licensee shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required p0lices are reduced; (3) or the deductible or self-insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Licensee shall forthwith obtain and submit proof of substitute insurance. (iv) Waiver of Subrogation. Licensee hereby grants to City a waiver of any right to subrogation which any Insurer of Licensee may acquire against City by virtue of the payment of any loss under such insurance. Licensee 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, Licensee must obtain a workers' compensation endorsement waiving subrogation against City.

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(v) Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A: VII, unless otherwise acceptable to City.
(vi) Self-Insured Retentions. Self-insured retentions must be declared to and approved by City. At the option of City, either: Licensee shall obtain coverage to reduce or eliminate such self-insured retentions as respects City, its officers, officials, employees, and volunteers; or Licensee shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
(vii) Verification of Coverage. Licensee shall furnish City with original Certificates of Insurance Including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Licensee's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.
(viii) Special Risks or Circumstances. City reserves the right to modify these requirements at any time, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

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 City'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 (iii) in connection with the acquisition or transfer of all or substantially all of Licensee's stock 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. City 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 City, 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, City may deem all or any part of Licensee's property to be abandoned and, at City's option, title to Licensee's property shall vest in City or City may dispose of Licensee's property in any manner City deems appropriate-.

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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 City "as is, where is," and, as such, City 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 City to alter, remodel, repair or improve the License Area and no representation respecting the condition of the License Area have been made by City to Licensee, except as expressly stated in this Agreement, and City shall have no obligation to repair or maintain License Area.

17. DEFAULT.

17.1 Events of Default. The occurrence of any of the following shall constitute a "Default'' by Licensee:
(i) Licensee fails to make any payment of Fees when due, if payment in full is not received by City within five (5) days after written notice that it is past due. (ii) Licensee violates the restrictions on Transfer set forth in Article 12.
(iii) Licensee ceases doing business as a going concern (provided, however, that Licensee may be open and operating for business with the general public on the days and during the times as the needs of Licensee's business 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. (iv) 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, City shall, without further notice or demand of any kind to Licensee or to any other person, in addition to any other remedy City may

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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 City may take any and all actions to enforce Licensee's obligations.

City by reason of doing so shall not be liable or responsible for any loss or damage thereby sustained by Licensee. If City 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 City, and Licensee shall promptly pay to City upon demand, as Additional Fees, the full amount thereof with interest thereon from the day of payment by City the lower of ten percent (10%) per annum, or the highest rate permitted by applicable law.

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 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 City 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.

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

19.5 Broker's Commissions. City 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 in the negotiating or making of this License. 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.

19.6 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 judgment as ordered by the court, its reasonable attorneys' fees, together with out-ofpocket expenses.

19.7 Access by City. In addition to access provided by this License, City 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. City 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 oncall 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 City 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 City one set of keys therefor. All keys must be returned to City at the expiration or termination of this License. Licensee shall have no claim against City for exercise of its rights of access hereunder.

19.8 Asbestos Notification for Commercial Property Constructed Before 1979.

Licensee acknowledges that City has advised Licensee that, because of its age, the Building may contain asbestos-containing materials ("ACMs"). If Licensee undertakes any Alterations as may be permitted by Article 10, Licensee shall, in addition to complying with the requirements of Article 10, 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.

19.9 Lead Warning Statement. Licensee acknowledges that City 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. Subject to Article 10 of this License, Licensee may at its sole cost and expense, have a state certified LBP Inspector complete a LBP inspection and abatement and provide an abatement certification to City. City has no specific knowledge of the presence of lead-based paint in the License Area.

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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 the Lease.

19.11 Certified Access Specialist Disclosure. In accordance with Civil Code Section 1938, City 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.

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

19.13 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.

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

19.15 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.

19.16 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.

19.17 Documentation of Occupancy. Licensee acknowledges that pursuant to that certain Napa County Agreement No. 2402598 Purchase and Sale Agreement and Escrow Instructions dated March 6, 2024, as amended, a portion of the Fairgrounds property ("Property") on which the License Area is located was conveyed, on or about July 27, 2024, from the County of Napa to City. Accordingly, Licensee and City are entering into this Agreement to document the continued occupancy by Licensee of the License Area.

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.

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

LICENSEE:

CALISTOGA CARES FOOD BANK INC., a
California 501(c)(3)
By: _______________________________
Suzan Shaw
President, Board of Directors
Date: ___________________
CITY:

CITY OF CALISTOGA, a general law city
By: _________________________________
City Manager
Date: ___________________
Approved as to form:

By: ______________________________
Michelle Marchetta Kenyon
City Attorney
Suzan Shaw (Apr 2, 2025 20:30 PDT)
Apr 2, 2025

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Exhibit A
License Area

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EXHIBIT B

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

City 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 Calistoga Fairgrounds. In the event of any conflicts between the Rules and Regulations and other provisions of this License, the latter shall control.

1. City shall have the right to control and operate the public portions of the Calistoga Fairgrounds 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 all licensees generally.

2. No advertisements, pictures or signs of any sort shall be displayed on or outside the License Area without the prior written consent of City. This prohibition shall include any portable signs or vehicles placed within the parking lot, Common Area or on streets adjacent thereto for the purpose of advertising or display. City shall have the right to remove any such unapproved item without notice and at Licensee's expense.

3. Storage of forklift propane tanks, whether interior or exterior, shall be in secured and protected storage and enclosure approved by the local fire department and, if exterior, shall be located in areas specifically designated by City. Licensee shall protect electrical panels and building mechanical equipment from damage from forklift trucks.

4. Machinery, equipment and apparatus belonging to Licensee which causes noise or vibration that may be transmitted to the other Calistoga Fairgrounds buildings to such a degree as to be objectionable to City or other Licensees or to cause harm, shall be placed and maintained by Licensee, at Licensee's expense, on vibration eliminators or other devices sufficient to eliminate the transmission of such noise and vibration. Licensee shall cease using any such machinery which causes objectionable noise and vibration which cannot be sufficiently mitigated.

5. 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 other parts of the grounds, parking or exterior loading areas overnight.

6. Licensee shall not store or permit the storage or placement of merchandise in or around the Common Area or property surrounding the Licensed Area. No displays or sales of merchandise shall be allowed in the parking lots. property surrounding the Licensed Area or other Common Area.

7. Licensee is responsible for the storage and removal of all trash and refuse. All such trash and refuse shall be contained in suitable receptacles stored behind screen enclosures at locations approved by City.

8. 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 the violation of this rule shall be borne by the Licensee who, or whose employees, agents, visitors or licensees, shall have caused the same.

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9. Licensee shall cooperate fully with City to ensure the effective operation of the Building's air conditioning systems, if applicable. 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 any of the other Licensees of the Calistoga Fairgrounds or adjacent properties. The design, location and installation of such equipment shall be subject to the City's approval.

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

11. 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.

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

13. 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 City.

14. Licensee hereby acknowledges that City shall have no obligation to provide guard service or other security measures for the benefit of the License Area. Licensee hereby assumes all responsibility for the protection of Licensee and its agents, employees, contractors, invitees and guests, and the property thereof, from acts of third parties, including keeping doors locked and other means of entry to the License Area closed.

15. 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 City. 16 No Licensee shall use or permit the use of any portion of the License Area for living quarters, sleeping apartments or lodging rooms.

17. Licensee, Licensee's agents, employees, contractors, licensees, or visitors shall not park any vehicles in driveways, service entrances, or areas posted as no parking.

18. 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, its agents, employees, contractors, visitors or licensees, Licensee shall forthwith, at licensee's expenses, cause the same to be exterminated from time to time to the satisfaction of City and shall employ such licensed exterminators as shall be approved in writing in advance by City.

19. Licensee shall not use the name of the Calistoga Fairgrounds or Tubbs 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 grounds in its advertising, stationary or in any other manner without the prior written permission of City. City expressly reserves the right at any time to change said name without in any manner being liable to Licensee therefor.

20. Licensee, its employees and agents shall not loiter in or on the entrances, corridors, sidewalks, lobbies, courts, halls, stairways, elevators, vestibules, property around the fairgrounds, Tubbs Building, or any Common Area for the purpose of smoking tobacco products or for any other purposes, nor in any way obstruct such areas, and shall use them only as a mean of ingress and egress from the License Area.

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21. City 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 City's judgment may from time to time be necessary for the management, safety, care and cleanliness of the License Area, Common Area and Fairgrounds Property, and for the preservation of good order therein, as well as for the convenience of other occupants and Licensees thereof. City may waive any one or more of these Rules and Regulations for the benefit of any particular Licensee, but no such waiver by City shall be construed as a waiver of such Rules and Regulations in favor of any other Licensee, nor prevent City from thereafter enforcing any such Rules and Regulations against any or all Licensees of the Fairgrounds Property.

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.

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Calistoga Cares License Agreement 2025-2027
Final Audit Report 2025-04-03
Created: 2025-04-02
By: Sheli Wright ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAf78pVj8kwsMLkc-Cjj9QEjXxTYfHe-Ub "Calistoga Cares License Agreement 2025-2027" History
Document created by Sheli Wright ([email protected]) 2025-04-02 - 11:02:13 PM GMT
Document emailed to [email protected] for signature
2025-04-02 - 11:02:42 PM GMT
Email viewed by [email protected]
2025-04-03 - 3:25:24 AM GMT
Signer [email protected] entered name at signing as Suzan Shaw 2025-04-03 - 3:30:18 AM GMT
Document e-signed by Suzan Shaw ([email protected])
Signature Date: 2025-04-03 - 3:30:20 AM GMT - Time Source: server Agreement completed.
2025-04-03 - 3:30:20 AM GMT

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1 LICENSE AGREEMENT

BASIC LICENSE INFORMATION
License Date: May 1, 2025
City: City of Calistoga,
a general law city
City's Address: City of Calistoga
1232 Washington St.

Calistoga, CA 94515
Tel: (707) 942-2802
Attn: City Manager
Licensee: Pacific Gas and Electric Company (PG&E)
Licensee's Address:

PG&E
300 Lakeside Drive, Suite 210
Oakland, CA 94612
Tel: (925) 334-6338
Attn: Jamie Stevens, Principal Right of Way
Agent
License Area: Approximately 101,573.89 ft² (9,436.52 m²) at Calistoga Fairgrounds, commonly known as the Covered Pavilion Area as illustrated in Exhibit A
Length of Term: 1 year, with option to extend 2 times for 1-year each Commencement Date: May 1, 2025
Expiration Date: April 30, 2026
License Fee: Basic License Fee: $5000.00 due on the first of each month Taxes and Utilities: Licensee shall pay all costs for electrical services 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.

Security Deposit: None
Permitted Use: Parking of vehicles and storage of equipment and materials to support a pole and transformer replacement projects to improve public safety in Napa County.

Exhibits A - License Area
B - Rules and Regulations

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2 LICENSE AGREEMENT
THIS LICENSE AGREEMENT is entered into this _ day of , 2025 ("Agreement"), by and between the CITY OF CALISTOGA, a general law city ("City"), and PACIFIC GAS AND ELECTRIC (PG&E), a California Corporation ("Licensee").

2. LICENSE AREA:

2.1 License Area. Licensee may occupy those areas as specified in the Basic License Information, as depicted on Exhibit A attached hereto and incorporated herein ("License Area"). The License Area 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 City 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 Common Area. 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 any other occupants of the Calistoga Fairgrounds to use the common areas ("Common Area"). The use of the Common Area shall be for the non-exclusive use of Licensee and Licensee's employees, agents, suppliers, customers and patrons, in common with City and all other occupants of the Calistoga Fairgrounds and such other persons to whom City has previously granted, or may hereinafter grant, rights of usage. Licensee shall not be entitled to use the Common Area for storage of goods, vehicles, refuse or any other items. City reserves the right to alter, modify, enlarge, diminish, reduce or eliminate the Common Areas from time to time in its sole discretion. If Licensee shall use any of the Common Area for storage of any items, Licensee shall pay all fines and other charges imposed upon either City or Licensee by any fire, building or other regulatory body, and Licensee shall pay all costs incurred by City to clear that portion of the Common Area so used by Licensee and dispose of such items.

2.3 No Representations. Licensee accepts the License Area in "AS-IS" condition "WITH ALL FAULTS" without any representations or warranties by City, and with no obligation of licensor to make alterations or improvements to the License Area. Licensee acknowledges that neither City nor any agent of City has made any representation or warranty with respect to the suitability of the License Areas for the conduct of Licensee's business. City 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 limited to, any necessary fire sprinkler upgrades, electrical service upgrades, compliance with the ADA (defined in Section 6) and any other requirements mandated by the Certificate of Occupancy inspection.

2.4 City's Reserved Rights. City 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 License Area and Common Area within and around the Calistoga Fairgrounds 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 buildings and parking areas, drive isles, landscaping, curb cuts and paved and unpaved portions of the exterior Common Area. Without limiting the

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foregoing, City 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 Calistoga Fairgrounds. In connection with any of the foregoing activities, City 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 (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 City or any other person, are granted to Licensee by this License.

2.5 No Interest in Land Granted. Nothing herein shall be deemed to grant to Licensee any fee interest, leasehold, or other possessory interest in the Licensed Area or Calistoga Fairgrounds 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.

3.1 Generally. Unless otherwise earlier terminated, the term of this License ("Term") shall commence on May 1, 2025 ("Commencement Date") and terminate on April 30, 2026 ("Expiration Date"), unless terminated earlier as set forth in section 3.2 or extended as set forth in Section 3.3.

3.2 Early Termination. At any time during the Term, City may terminate the License by giving not less than thirty (30) days' prior written notice to the other in accordance with Article 15. Upon such early termination, 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. In the event City terminates this License, pre-paid rent shall be pro-rated daily using a 30-day calendar month and returned to Licensee.

3.3 Extension Options. Provided Licensee is not in default of this License, City may extend the Term of this License a maximum of two (2) times for a period of one (1) year each at the sole discretion of City's City Manager.

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 City of Calistoga at 1232 Washington St., Calistoga, CA 94515 and sent to the attention of the Fairgrounds Director or such other place as City shall direct. If the Term ends on a day other than the last day of the calendar month, the License Fee for any such partial month shall be prorated at the rate of one-thirtieth of the monthly License Fee for each day of the period.

4.2 Intentionally omitted.

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4 and Additional Fees and all other amounts payable hereunder from Licensee to City. Unless 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 City.

4.4 Intentionally omitted.

5. TAXES AND OPERATING EXPENSES:

5.1 Taxes
(a) 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.
(b) 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 City, upon City's election, either (a) annually within thirty (30) days after the date City provides Licensee with a statement setting forth in reasonable detail such Taxes, or (b) monthly in advance based on estimates provided by City based upon the previous year's tax bill. All Personal Property Taxes originally imposed upon City 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) Common Area maintenance; and (ii) City's property insurance, if any, are "Operating Expenses". During the Term, City 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 Fees.

6. USE: COMPLIANCE WITH LAWS:

6.1 Use of License Area. Licensee may use the License Area as a material laydown and staging area; to park vehicles belonging to the Licensee, its employees and contractors; and to locate construction trailers, dumpsters, machinery, pallets, pole piles; equipment, materials, portable restrooms and construction equipment in support of PG&E's pole and transformer replacement projects ("Permitted Use") and for no other purposes without the express written consent of City. Licensee shall provide portable restrooms designated for employees and contractors of PG&E. No RV parking is allowed, and no individuals may spend the night on the Property, other than active, overnight security personnel, if any. City retains right to traverse and access the Property and Premises at all times. Licensee acknowledges that neither City nor any agent of City, has made any representation or warranty with respect to the suitability or fitness of the License Area for the conduct of Licensee's business.

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5 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. Licensor shall pay for landscape, water, and sewer utility service as required for normal use of the space. Licensee shall contract directly with and shall pay all charges for telephone, refuse collection, janitorial, porta potties, pest control, security and monitoring services and shall reimburse Licensor for all electrical services furnished to the License Area.

8. MAINTENANCE AND REPAIR OF LICENSE AREA:

8.1 Maintenance and Repair by Licensee

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 City Maintenance and Repair. 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 City written notice of the need for repair of the items for which City 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 City 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 City to make repairs to the License Area or Building.

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6 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 9, 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 City, 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 City (or any insurance carrier, environmental consultant or lender of City, or environmental consultant retained by any lender of City) 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 City to any liability therefor.

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7 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 City, which may be subject to conditions imposed by City as determined in City'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. City 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 City 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 City, at its sole discretion, shall have the right, but not the obligation, to cause such remediation to be accomplished, and Licensee shall reimburse City within fifteen (15) business days of City's demand for reimbursement of all amounts reasonably paid by City (together with interest on such amounts at the highest lawful rate until paid), when such demand is accompanied by proof of payment by City of the amounts demanded. Licensee shall promptly deliver to City 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.

9.5 Hazardous Materials Indemnity. In addition to any other provisions of this License, Licensee shall, and does hereby agree, to indemnify and hold harmless City 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 City incurs costs or liabilities for Licensee's Contamination as provided hereunder. This provision shall survive the expiration or termination of this License.

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8 10. INDEMNITY AND WAIVER OF CLAIMS:

10.1 Licensee Indemnification. Licensee 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 this Agreement (collectively "Losses") that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Licensee, defend, indemnify, and hold harmless City, its officials, officers, employees and agents ("City Related Parties"), except to the extent the Claims are attributable to City Related Parties' gross negligence or willful misconduct Licensee shall defend City Related Parties as required by California Civil Code Section 2778, and with counsel reasonably acceptable to City Related Parties.

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: Licensee shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with Licensee's operation and use of the leased premises. The cost of such insurance shall be borne by Licensee. Licensee shall have the right to self-insure with respect to any of the insurance requirements required under this License, so long as such self-insurance complies with the scope, limits and other requirements of the policies described herein. Licensee shall submit a letter of self-insurance signed by a duly authorized representative evidencing that Licensee's self-insurance program is in full force and effect. broad as:

11.1 Minimum Scope and Limit of Insurance. Coverage shall be at least as (i) Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less

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9 than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. (ii) Automobile Liability: Insurance Services Office Form CA 0001 covering Code 1 (any auto), with limits no less than $1,000,000 per accident for bodily injury and property damage.
(iii) Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease. (if Licensee has employees). (iv) Property insurance against all risks of loss to any Licensee improvements or betterments, at full replacement cost with no coinsurance penalty provision. (v) If Licensee maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or higher limits maintained. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

11.2 Other Insurance Provisions. The insurance policies are to contain, or be· endorsed to contain, the following provisions:
(i) Primary Coverage. For any claims related to this contract, Licensee insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Licensee's insurance and shall not contribute with it. (ii) Notice of Cancellation. Licensee shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self-insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Licensee shall forthwith obtain and submit proof of substitute insurance. (iii) Self-Insured Retentions. Self-insured retentions must be declared to and approved by City. At the option of City, either: Licensee shall obtain coverage to reduce or eliminate such self-insured retentions as respects City, its officers, officials, employees, and volunteers; or licensee shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
(iv) Verification of Coverage. Licensee shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsement to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Licensee's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.

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10 (v) Special Risks or Circumstances. City reserves the right to modify these requirements at any time, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

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. City 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 City, 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, City may deem all or any part of Licensee's property to be abandoned and, at City's option, title to Licensee's property shall vest in City or City may dispose of Licensee's property in any manner City deems appropriate.

14. NONDISCRIMINATION. Consistent with City'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.

16. CONDITION OF LICENSE AREA The License Area is delivered to Licensee by City "as is, where is," and, as such, City 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 City to alter, remodel, repair or improve the License Area and no representation respecting the condition of the License Area have been made by City to Licensee, except as expressly stated in this Agreement, and City shall have no obligation to repair or maintain License Area.

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11 17. DEFAULT.

17.1 Events of Default. The occurrence of any of the following shall constitute a "Default" by Licensee:
(i) Licensee fails to make any payment of Fees when due, if payment in full is not received by City within five (5) days after written notice that it is past due. (ii) Licensee violates the restrictions on Transfer set forth in Article 12.
(iii) Licensee ceases doing business as a going concern (provided, however, that Licensee may be open and operating for business with the general public on the days and during the times as the needs of Licensee's business 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. (iv) 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, City shall, without further notice or demand of any kind to Licensee or to any other person, in addition to any other remedy City 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 City may take any and all actions to enforce Licensee's obligations.

17.3 City'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 City provided herein, then City may at City'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, City by reason of doing so shall not be liable or responsible for any loss or damage thereby sustained by Licensee. If City 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 City, and Licensee shall promptly pay to City upon demand, as Additional Fees, the full amount thereof with interest thereon from the day of payment by City the lower often percent (10%) per annum, or the highest rate permitted by applicable law.

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12 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 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 City 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 a/I 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 Incorporation of Exhibits and Recitals. The exhibits and recitals to this Agreement are incorporated into this Agreement by this reference.

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13 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 oncall 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 City 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 City one set of keys therefor. All keys must be returned to City at the expiration or termination of this License. Licensee shall have no claim against City for exercise of its rights of access hereunder.

19.8 Asbestos Notification for Commercial Property Constructed Before 1979.

Licensee acknowledges that City has advised Licensee that, because of its age, the building may contain asbestos-containing materials ("ACMs"). If Licensee undertakes any Alterations as may be permitted by Article 10, Licensee shall, in addition to complying with the requirements of Article 10, 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 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 the Lease.

19.12 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 City. Any additions or modifications to those rules shall be binding upon Licensee upon City's delivery of a copy to Licensee.

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14 Agreement.

19.14 Time. Time is of essence of every provision herein contained in this

19.15 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.

19.18 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 City's request, Licensee shall provide City 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.

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

Approved as to form:

By: ____________________
Michelle Marchetta Kenyon
City Attorney
LICENSEE:

PG&E, a California Corporation
By: ____________________________
Name: Donald Kennedy
Title: Senior Manager, Environmental Management
LICENSOR:

City Of Calistoga, a General Law City
By: ____________________________
Name: Laura Snideman
Title: City Manager

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15 Exhibit A

PREMISE & ACCESS AREA

PG&E CONTRACTOR YARD

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16 EXHIBIT B

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

4. Machinery, equipment and apparatus belonging to Licensee which causes noise or vibration that may be transmitted to the Calistoga Fairgrounds buildings and structures to such a degree as to be objectionable to City or other Licensees or to cause harm to the buildings or structures, shall be placed and maintained by Licensee, at Licensee's expense, on vibration eliminators or other devices sufficient to eliminate the transmission of such noise and vibration.

Licensee shall cease using any such machinery which causes objectionable noise and vibration which cannot be sufficiently mitigated.

5. 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 parking or exterior loading areas overnight.

6. Licensee shall not store or permit the storage or placement of merchandise in or around the Common Area or property surrounding the Licensed Area.

8. Licensee hereby acknowledges that City shall have no obligation to provide guard service or other security measures for the benefit of the License Area or Building. Licensee hereby assumes all responsibility for the protection of Licensee and its agents, employees, contractors, invitees and guests, and the property thereof, from acts of third parties, including keeping doors locked and other means of entry to the License Area closed.

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9. 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 City.

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

11. Licensee, Licensee's agents, employees, contractors, licensees, or visitors shall not park any vehicles in driveways, service entrances, or areas posted as no parking.

12. 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, its agents, employees, contractors, visitors or licensees, Licensee shall forthwith, at Licensee's expenses, cause the same to be exterminated from time to time to the satisfaction of City and shall employ such licensed exterminators as shall be approved in writing in advance by City.

13. Licensee, its employees and agents shall not loiter in or on the entrances, corridors, sidewalks, lobbies, courts, halls, stairways, elevators, vestibules, property around the License Area or any Common Area for the purpose of smoking tobacco products or for any other purposes, nor in any way obstruct such areas, and shall use them only as a mean of ingress and egress from the License Area.

14. City 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 City's judgment may from time to time be necessary for the management, safety, care and cleanliness of the License Area and Common Area and for the preservation of good order therein, as well as for the convenience of other occupants and Licensees thereof. City may waive any one or more of these Rules and Regulations for the benefit of any particular Licensee, but no such waiver by City shall be construed as a waiver of such Rules and Regulations in favor of any other Licensee, nor prevent City from thereafter enforcing any such Rules and Regulations against any or all Licensees of the Calistoga Fairgrounds. 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. 17 Page 43 of 92
1 LICENSE AGREEMENT

BASIC LICENSE INFORMATION
License Date: May 1, 2025
City: City of Calistoga,
a general law city
City's Address: City of Calistoga
1232 Washington St.

Calistoga, CA 94515
Tel: (707) 942-2802
Attn: City Manager
Licensee: Calistoga Vines, Lessee, Inc.
dba Four Seasons Resort and Residences Napa Valley
Licensee's Address: Calistoga Vines Lessee, Inc.
400 Silverado Trail
Calistoga, CA 94515
Tel: (707) 709-2111
Attn: Delphine Kleiner
[email protected]
License Area: Golf Course parking at the Calistoga Fairgrounds property at 2025 Grant Street as illustrated in Exhibit A
*A shared public parking area
Length of Term: Twenty-Four (24) Months, subject to extension as described in Section 3.3
I
Commencement Date: May 1 2025
Expiration Date: April 30, 2027
License Fee: Monthly License Fee: $3,100.00, due on the first of each month Taxes and Utilities: 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.

Security Deposit: $1,000
Permitted Use: Employee parking on a temporary basis
Exhibits A - License Area
B - Rules and Regulations
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2 LICENSE AGREEMENT
THIS LICENSE AGREEMENT is entered into this ___day of _________, 2025 (Agreement"), by and between the CITY OF CALISTOGA, a general law city(“City"), and CALISTOGA VINES LESSEE, INC., doing business as Four Seasons Resort and Residences Napa Valley ("Licensee).

2. LICENSE AREA:

2.1 License Area. Licensee may occupy those areas as specified in the Basic License Information, as depicted on Exhibit A attached hereto and incorporated herein (“License Area”). The License Area 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 City 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 Common Area. In addition to the license Area, and subject to the rules and regulations attached hereto as Exhibit B1 Licensee shall have. the non-exclusive right. in common with any other occupants of the Calistoga Fairgrounds to use the common areas (“Common Area"). The use of the Common Area shall be for the non-exclusive use of Licensee and Licensee's employees, agents, suppliers, customers and patrons, in common with City and all other occupants of the Calistoga Fairgrounds and such other persons to whom City has previously granted, or may hereinafter grant, rights of usage. licensee shall not be entitled to use the Common Area for storage of goods, vehicles, refuse or any other items. City reserves the right to alter, modify, enlarge, diminish, reduce or eliminate the Common Areas from time to time in its sole discretion. If Licensee shall use any of the Common Area for storage of any items, Licensee shall pay all fines and other charges imposed upon either City or Licensee by any fire, building or other regulatory body, and Licensee shall pay all costs incurred by City to clear that portion of the Common Area so used by licensee and dispose of such items.

2.4 City's Reserved Rights. City 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 License Area and Common Area within and around the Calistoga Fairgrounds 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 buildings and parking areas, drive isles, landscaping, curb Docusign Envelope ID: B7525653-83C9-4E37-809F-FC9D05470616

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3 cuts and paved and unpaved portions of the exterior Common Area. Without limiting the foregoing, City 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 Calistoga Fairgrounds. In connection with any of the foregoing activities, City 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 (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 City or any other person, are granted to Licensee by this License.

3.1 Generally. Unless otherwise earlier terminated, the term of this License (“Term") shall commence on May 1, 2025 ("Commencement Date") and terminate on April 30, 2027 ("Expiration Date"), unless terminated earlier as set forth in section 3.2 or extended as set forth in Section 3.3.

3.3 Extension Options. Provided Licensee is not in default of this License, City may extend the Term of this License a maximum of three (3) times for a period of one (1) year each at the sole discretion of City's City Manager.

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 City of Calistoga at 1232 Washington St., Calistoga, CA 94515 and sent to the attention of the Fairgrounds Director or such other place as City shall direct. If the Term ends on a day other than the last day of the calendar month, the License Fee for any such partial month shall be prorated at the rate of one-thirtieth of the monthly License Fee for each day of the period.

4.2 Intentionally omitted.

4.3 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,

3. TERM
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4 other than the base License Fee. The term “Fees," as used herein, shall mean the License Fee and, Additional Fees and all other amounts payable hereunder from Licensee to City. Unless 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 City.

5. TAXES AND OPERATING EXPENSES:

5.1 Taxes
(a) 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.
(b) 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 City, upon City's election, either (a) annually within thirty (30) days after the date City provides Licensee with a statement setting forth in reasonable detail such Taxes, or (b) monthly in advance based on estimates provided by City based upon the previous year's tax bill. All Personal Property Taxes originally imposed upon City 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) Common Area maintenance; and (ii) City's property insurance, if any, are "Operating Expenses". During the Term, City 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 Fees. 6 USE: COMPLIANCE WITH LAWS:

6.1 Use of License Area. Licensee may use the License Area for employee parking on a temporary basis (“Permitted Use") and for no other purposes without the express written consent of City. No RV parking is allowed, and no Individuals may spend the night on the Property, other than active, overnight security personnel, if any. City retains right to traverse and access the Property and Premises at all times. Licensee acknowledges that neither City nor any agent of City, 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 Docusign Envelope ID: B7525653-83C9-4E37-809F-FC9D05470616

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5 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. Licensor shall pay for electrical, gas, water, and sewer utility service through the various utility providers as required for normal use of the space. Licensee shall contract directly with and shall pay all charges for telephone, refuse collection, janitorial, pest control, security and monitoring services furnished to the License Area

7.2 No Liability of City. Except in the case of City's gross negligence or willful misconduct, in no event shall City 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 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 AND REPAIR OF LICENSE AREA:

8.1.1 Maintenance and Repair by Licensee

8.1.2 Licensee Maintenance. Licensee shall, at its sole costs and expense, maintain the License Area in good repair and in a neat and clean condition (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.

8.1.3 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 City Maintenance and Repair. 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 City written notice of the need for repair of the items for which City is responsible. If Licensee or Licensee's invitees or anyone in the employed or control of Licensee caused any damage necessitating such repair, then Licensee shall pay to City 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 City to make repairs to the License Area or Building.

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6 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 9, 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 City, 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 City (or any insurance carrier, environmental consultant or lender of City, or environmental consultant retained by any lender of City) 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 City to any liability therefor.

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7 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 City, which may be subject to conditions imposed by City as determined in City'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. City 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 City 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 City, at its sole discretion, shall have the right, but not the obligation, to cause such remediation to be accomplished, and Licensee shall reimburse City within fifteen (15) business days of City's demand for reimbursement of all amounts reasonably paid by City (together with interest on such amounts at the highest lawful rate until paid), when such demand is accompanied by proof of payment by City of the amounts demanded. Licensee shall promptly deliver to City 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.

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8 10 INDEMNITY AND WAIVER OF CLAIMS:

Without limiting the foregoing, neither City nor any City 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 City 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 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 City or any City 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 10.1.

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: Licensee shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with Licensee's operation and use of the leased premises. The cost of such insurance shall be borne by Licensee.

11.1 Minimum Scope and Limit of Insurance. Coverage shall be at least as broad as:
(i) Commercial General Liability (CGL): Insurance Services office form CGL0001 Covering CGL on an “occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

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9 (ii) Automobile Liability: insurance services Office Form CA 0001 covering Code 1 (any auto), with limits no less than $1,000,000 er accident for bodily injury and property damage.
(iii) Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limits of no less than $1,000,000 pe r accident for bodily injury or disease. (if Licensee has employees). (Iv) P r o p e r t y insurance against all risks of loss to any Licensee improvements or betterments, at full replacement cost with no coinsurance penalty provision.
(v) If Licensee maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or higher limits maintained. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

11.2 Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions:
(i) Additional Insured Status. City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Licensee including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Licensee's Insurance (at least as broad as ISO Form CG 20 10.)
(ii) Primary Coverage. For any claims related to this contract, Licensee insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Licensee's insurance and shall not contribute with it. {iii) Notice of Cancellation. Licensee shall provide immediate written notice if (1) any of the required insurance policies are terminated; (2) the limits of any of the required policies are reduced; (3) or the deductible or self-insured retention is Increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Licensee shall forthwith obtain and submit proof of substitute insurance. (iv) Waiver of Subrogation. Licensee hereby grants to City a waiver of any right to subrogation which any insurer of Licensee may acquire against City by virtue of the payment of any loss under such insurance. Licensee 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, Licensee must obtain a workers' compensation endorsement waiving subrogation against City.
(v) Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A: VII, unless otherwise acceptable to City.

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10 (vi) Self-Insured Retentions. Self-insured retentions must be declared to and approved by City. At the option of City, either: Licensee shall obtain coverage to reduce or eliminate such self-insured retentions as respects City, its officers, officials, employees, and volunteers; or Licensee shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
(vii) Verification of Coverage. Licensee shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause} and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Licensee's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.
(viii) Special Risks or Circumstances. City reserves the right to modify these requirements at any time, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 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 City'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 (iii) in connection with the acquisition or transfer of all or substantially all of Licensee's stock 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. City 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 City, 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, City may deem all or any part of Licensee's property to be abandoned and, at City's option, title to Licensee's property shall vest in City or City may dispose of Licensee's property in any manner City deems appropriate. 14 NONDISCRIMINATION. Consistent with City'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.

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15 SUBMISSION OF NOTICES. AH 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 City "as is, where is," and, as such, City 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 City to alter, remodel. repair or improve the License Area and no representation respecting the condition of the License Area have been made by City to Licensee, except as expressly stated in this Agreement, and City shall have no obligation to repair or maintain License Area. 17 DEFAULT.

17.1 Events of Default. The occurrence of any of the following shall constitute a "Default' by Licensee:
(i) Licensee fails to make any payment of Fees when due, if payment in full is not received by City within five (5) days after written notice that it is past due. (ii) Licensee violates the restrictions on Transfer set forth in Article 12.
(iii) Licensee ceases doing business as a going concern (provided, however, that Licensee may be open and operating for business with the general public on the days and during the times as the needs of Licensee's business 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. (iv) 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.

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12 17.3 City'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 City provided herein, then City may at City'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, City by reason of doing so shall not be liable or responsible for any loss or damage thereby sustained by Licensee. If City 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 City, and Licensee shall promptly pay to City upon demand, as Additional Fees, the full amount thereof with interest thereon from the day of payment by City 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 expiration or earner 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.

19.2 Amendments. This Agreement may be amended or modified only by a written instrument executed by City 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 • Incorporation of Exhibits and Recitals. The exhibits and recitals to this Agreement are incorporated into this Agreement by this reference.

19.5 Broker's Commissions. City 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 Docusign Envelope ID: B7525653-83C9-4E37-809F-FC9D05470616

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13 any real estate broker in the negotiating or making of this License. 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.

19.6 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 judgment as ordered by the court, Its reasonable attorneys' fees, together with out-of-pocket expenses.

19.7 Access by City. In addition to access provided by this License, City 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. City will normally give Licensee a minimum of twenty-four (24) hours prior notice of an intention to enter or utilize 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 City 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 City one set of keys therefor. All keys must be returned to City at the expiration or termination of this License. Licensee shall have no claim against City for exercise of its rights of access hereunder.

19.8 Asbestos Notification for Commercial Property Constructed Before 1979.

Licensee acknowledges that City has advised Licensee that. because of its age, the building may contain asbestos-containing materials ("ACMs"). If Licensee undertakes any Alterations as may be permitted by Article 10, Licensee shall, in addition to complying with the requirements of Article 10, 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.

Docusign Envelope ID: B7525653-83C9-4E37-809F-FC9D05470616

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14 19.11 Certified Access Specialist Disclosure. In accordance with Civil Code Section 1938, City 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.

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

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

19.15 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.

19.16 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.

19.17 Documentation of Occupancy. Licensee acknowledges that pursuant to that certain Napa County Agreement No. 2402598 Purchase and Sale Agreement and Escrow Instructions dated March 6, 2024, as amended, a portion of the Fairgrounds property ("Property") on which the license Area is located was conveyed, on or about July 27, 2024, from the County of Napa to City. Accordingly, Licensee and City are entering into this Agreement to document the continued occupancy by licensee of the License Area.

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 City's request, Licensee shall provide City 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.

Docusign Envelope ID: B7525653-83C9-4E37-809F-FC9D05470616

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

LICENSEE: CITY:

Calistoga Vines Lessee, INC., DBA City of Calistoga, a general law city By: __________________________ By: __________________________ Robby Delaney, in capacity as agent for Laura Snideman, City Manager Calistoga Vines Lessee, as general Date: _________________ Manager of Four Seasons Resort Napa
Valley, and not in personal capacity. Approved as to form:

By: __________________________
Michelle Marchetta Kenyon
City Attorney
Docusign Envelope ID: B7525653-83C9-4E37-809F-FC9D05470616

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EXHIBIT A

LICENSE AREA
*A shared public parking area which may be impacted during public events 16 Docusign Envelope ID: B7525653-83C9-4E37-809F-FC9D05470616

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1 EXHIBIT B

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

Licensee shall cease using any such machinery which causes objectionable noise and vibration which cannot be sufficiently mitigated.

5. 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 parking or exterior loading areas overnight.

6. Licensee shall not store or permit the storage or placement of merchandise in or around the Common Area or property surrounding the Licensed Area.

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9. 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 City.

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

11. Licensee, Licensee's agents, employees, contractors, licensees, or visitors shall not park any vehicles in driveways, service entrances, or areas posted as no parking.

13. Licensee, its employees and agents shall not loiter in or on the entrances, corridors, sidewalks, lobbies, courts, halls, stairways, elevators, vestibules, property around the License Area or any Common Area for the purpose of smoking tobacco products or for any other purposes. nor in any way obstruct such areas and shall use them only as a means of ingress and egress from the License Area.

14. City 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 City's judgment may from time to time be necessary for the management, safety, care and cleanliness of the License Area and Common Area and for the preservation of good order therein, as well as for the convenience of other occupants and Licensees thereof. City may waive any one or more of these Rules and Regulations for the benefit of any particular Licensee, but no such waiver by City shall be construed as a waiver of such Rules and Regulations in favor of any other Licensee, nor prevent City from thereafter enforcing any such Rules and Regulations against any or all Licensees of the Calistoga Fairgrounds. Licensee shall be deemed to have read these Rules and Regulations and to have agreed to abide by them as a condition for its use of the License Area. 18 Docusign Envelope ID: B7525653-83C9-4E37-809F-FC9D05470616

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1 Yudiana Galvan
From: Mary Zook
Sent: Monday, April 14, 2025 9:46 AM
To: Public Comment
Subject: Calistoga Fairgrounds Foundation FKA: Friends of the Napa County Fairgrounds Calistoga
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.

Dear Mayor and City Council Members,
I support the proposed name change and while it is impossible for me to attend in person I would encourage you to permit this name change and Ms. Sheli Wright’s improvements to the property. It is rare that a community can elicit this sort of volunteer support. You all are very lucky. We the wider group of users are very lucky to have them.

As to the Four Seasons lease; I defer to what the Foundation feels is appropriate.

Looking forward to the day that we can bring our trailer back and stay ….

Lisa Zook

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1 Yudiana Galvan
From: Domenico Tallerico
Sent: Monday, April 14, 2025 9:27 AM
To: Public Comment
Subject: Agenda Item 3.1 for April 15 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.

Honorable City Council Members,
I suggest limiting contracts to these three organizations to one year so as to provide more flexibility in developing the fairgrounds quickly. These contracts could impede further development by limiting available space and parking for more financially desirable projects in the near future. Parking at the golf course, which is right next to the speedway, could be important for the racing schedule this year and especially the following year. Financial viability should be our focus for the short term to successfully develop the fairgrounds.

Kind regards,
Dom Tallerico

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City of Calistoga

License Agreement between the City of Calistoga and the Native Sons of the Golden West, Parlor 86 for use of the Tucker Building's East Room.

RECOMMENDATION:

Consider Authorizing the City Manager/Staff to Enter into the Agreement SUMMARY:

Native Sons of the Golden West, Parlor 86, a local nonprofit organization, seeks a License Agreement to use the Tucker Building's East Room for meetings and socials.

ANALYSIS:

As the City begins to reopen portions of the Calistoga Fairgrounds property, several organizations have noted that the Tucker Building’s East Room was historically used by the public and local nonprofit groups for meeting space and social events.

With the help of PG&E and local volunteers, staff recently restored the building’s electric connections. Additionally, a clean-up day is scheduled with Calistoga Vines (The Resort at 400 Silverado) and Native Son's to clean the Tucker Building area on April 22nd.

Given the recent efforts to restore the building to operational status, the Native Sons have expressed interest in entering into a license agreement with the City for the use of the Tucker Building's East Room.

The proposed two-year license agreement includes a commitment from the Native Sons to contribute $6,000 toward furnishings for the Fairgrounds. In return, they will be permitted to use the Tucker Building’s East Room for up to thirty-four (34) days to hold meetings and social events.

Currently, water and restrooms are unavailable at this site; however, the Native Sons will provide portable bathrooms for their use until full services are available.

Staff are requesting that Council approve the resolution and authorize the City Manager to sign.

FINANCIAL IMPACT:

As part of the agreement, the City will receive $6,000 to purchase tables and chairs for use at the Fairgrounds (Account 70-5592-4401). For comparison, standard rental rates for the same usage would have generated approximately $5,967 in revenue.

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CEQA STATUS:

No CEQA review is required.

ATTACHMENT(S):

Native Sons License Agreement Resolution
License Agreement Native Sons 2025-2027
APPROVAL(S):

Rachel Stepp, Deputy City Manager Approved - Apr 03 2025 Connie Cardenas, Admin. Services Director Approved - Apr 04 2025 Laura Snideman, City of Calistoga | City Manager Approved - Apr 07 2025 Yudiana Galvan, City of Calistoga | City Clerk Approved - Apr 08 2025

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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 AN INTERIM LICENSE AGREEMENT WITH NATIVE SONS OF THE GOLDEN WEST, PARLOR 86 FOR USE OF A PORTION OF THE FAIRGROUNDS PROPERTY.

WHEREAS, The City of Calistoga owns and operates a portion of property known as Calistoga Fairgrounds;
WHEREAS, The City of Calistoga agrees it is in the best interest of the City to enter into short-term License Agreements for the use of portions of the fairgrounds property; and WHEREAS, the Tucker Building, East Room was previously used by nonprofits for meeting and social space and the Native Sons of the Golden West, Parlor 86, would like to continue to use this building in the same tradition; and WHEREAS, an Interim License Agreement between the City of Calistoga and Native Sons of the Golden West, Parlor 86 is beneficial to the City and establishes the allowed use of this space for $6000 worth of Fairgrounds Furniture, to be purchased by the City, for space use from May 1, 2025, through April 30, 2027 for 34 days of use.

NOW, THEREFORE BE IT RESOLVED by the City Council of the City of Calistoga that the Calistoga City Council hereby authorizes the City Manager to enter into the following agreements:

1. License Agreement between the City of Calistoga and native Sons of the Golden West, Parlor 86, a California 501(c)(3) non-profit organization.

AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST: APPROVED:
_____________________________
_ ___________________________
Yudiana Galvan, CMC, City Clerk Donald Williams, Mayor

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LICENSE AGREEMENT
THIS LICENSE AGREEMENT is entered into this 15th day of April 2025 ("Agreement"), by and between the CITY OF CALISTOGA, a California municipal corporation ("Licensor" or "City") and Native Sons of the Golden West, Parlor 86 ("Licensee").

1. GRANT OF LICENSE: In consideration of the stated conditions and agreements, Licensor hereby grants permission to Licensee to can-y 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 and depicted on Exhibit A ("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 Parking. Shared non-exclusive parking in Tucker Building lot, on a firstcome, first-served basis. Licensor shall not be liable for: (a) loss or damage to any vehicle or other personal property parked or located upon or within the Parking Area, whether pursuant to this license or otherwise and whether caused by fire, theft, explosions, strikes, riots, or any other cause whatsoever; or (b) injury to or death of any person in, about or around any parking spaces or any portion of the Parking Area or any vehicles parked thereon whether caused by fire, theft, assault, explosion, riot or any other cause whatsoever and Licensee hereby waives any claims for, or in respect to, the above. Licensee shall not assign any of its rights under this Section 2.2 and, in the event an attempt to assign is made, it shall be void. Licensor shall have no maintenance obligations for the Parking Area and all provisions of this License concerning Licensee's rights and obligations governing its use of the License Area that are not inconsistent with this Section 2.2 shall be applicable to the Parking Area.

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 all other patiies occupying the Building, to use the areas designated by Licensor as depicted in Exhibit A ("Common Areas"). The use of the Common Areas shall be for the nonexclusive use of Licensee and Licensee's employees, agents, suppliers, customers and patrons, in common with Licensor and all other occupants of the Building 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, 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. 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 7

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Calistoga City CouncilApril 15, 2025

Calistoga City Council
April 15, 2025