Calistoga City Council
June 24, 2025

Mayor
Donald Williams
Vice Mayor
Irais Lopez-Ortega
Councilmembers
Lisa M. Gift
Scott Cooper
Kevin Eisenberg
AGENDA
City Council
Tuesday, June 24, 2025 - 6:00 PM
1307 Washington St., Calistoga
Hybrid
AMENDED 6/20/25
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: 87842363012

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 or any item of municipal concern. To comment during a virtual meeting (Zoom), click the "Raise Your Hand" button to request to speak when Public Comment is being taken on the Agenda item. You will be unmuted when it is your turn to make your comment for up to 3 minutes. After allotted time, you will be re-muted.

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

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

ACTIVITY

2. REPORT FROM CLOSED SESSIONS

3. ORAL COMMUNICATION ON CONSENT ITEMS OR NON-AGENDA ITEMS This time is set aside to receive comments from the public regarding matters on the Consent Calendar or matters of municipal concern not on the agenda. Pursuant to Government Code section 54954.3 (the Brown Act), however, the Council cannot consider any issues or take action on any requests not on the agenda during this comment period. Speakers are encouraged to limit their comments to 3 minutes maximum so that all speakers have an opportunity to address the City Council.

4. CITY MANAGER’S REPORT

5. PROCLAMATIONS/PRESENTATIONS/ AWARDS

5.1. Council will consider proclaiming July as Parks Make Life Better!® Month Recommended Action: - Consider Making the Proclamation
Staff Report - Proclaiming July as Parks Make Life Better!® Month - Pdf (Page 4 - 5)

6. CONSENT CALENDAR

6.1. Adoption of Consent Calendar
Recommended Action: To adopt consent calendar as presented / with the exception of

6.2. Consider adopting a Resolution authorizing the City Manager to expend Police COPS grant funds to purchase necessary portable radios.

Recommended Action: - Consider Adopting the Resolution
Staff Report - Portable Radio Purchase - Pdf (Page 6 - 10)

6.3. Adopting the minutes of Regular City Council Meetings 4/29, 5/20 and 6/10 and the minutes of Special City Council Meetings 5/6, 5/19 and 6/10.

Recommended Action: - Consider Adopting the Minutes
Staff Report - Adoption of Minutes - Pdf (Page 11 - 28)

6.4. Consider adopting a Resolution authorizing the City Manager to enter into a License Agreement with the Calistoga Art Center for continued use of the Cropp Building at the Calistoga Fairgrounds.

Recommended Action: - Consider Adopting the Resolution
Staff Report - License Agreement with the Calistoga Art Center - Pdf (Page 29 - 52)

6.5. Consider adopting a Resolution authorizing the City Manager to expend Police COPS grant funds to purchase necessary rifles and pistols.

Recommended Action: - Consider Adopting the Resolution
Staff Report - Firearm Replacement Purchase - Pdf (Page 53 - 67)

6.6. Consider adopting a Resolution executing a three-year Fire Dispatch Services Agreement Renewal with Cal Fire from July 1, 2025, through June 30, 2028.

Recommended Action: - Consider Adopting the Resolution
Staff Report - Contract Renewal for Fire Dispatch Services with Cal Fire - Pdf (Page 68 - 87)

6.7. Agreement for Exchange of Easements and Construction of a Pathway Staff Report - Agreement for Exchange of Easements and Construction of a Pathway - Pdf (Page 88 - 136)

6.8. Fiscal Year 25/26 Budget, Fee Schedule and Annual Appropriations Limit Recommended Action:

1. Consider adopting the attached resolution for the City of Calistoga Fiscal Year 25/26 Budget, and supplemental attachments.

2. Consider adopting the attached resolution for the Annual Appropriations Limit for the Fiscal Year 25/26
Staff Report - ADOPTION OF THE FISCAL YEAR 2025/26 BUDGET, FEE SCHEDULE AND ANNUAL APPROPRIATIONS LIMIT - Pdf (Page 137 - 367) PUBLIC COMMENT (Page )

7. PUBLIC HEARING

8. GENERAL GOVERNMENT

8.1. Council direction regarding short term rental enforcement Recommended Action: Consider Discussing the Item and Providing Staff Direction Staff Report - Short Term Rentals Enforcement Discussion - Pdf (Page 368 - 371) PUBLIC COMMENT (Page )

8.2. Fiscal Year 24-25 Year-End Budget Amendments
Recommended Action:

Receive a report and consider adopting the attached resolution that amends the Fiscal Year 24-25 budget with attachments for Fiscal Year 24-25 Year-end budget amendments.

Consider Adopting the Resolution
Fiscal Year 24-25 Mid-year Budget Amendments - Pdf (Page 372 - 386)

8.3. Vice-Mayor Appointment Process
Recommended Action: - Consider Discussing the Item and Providing Staff Direction Staff Report - Vice-Mayor Appointment Process - Pdf (Page 387)

9. COUNCIL REPORTS

10. ADJOURNMENT
NOTICE: If you challenge a city’s zoning, planning, or other decision in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the City Council at, or prior to, the public hearing. Judicial review of any City 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 June 17, 2025.

Yudiana Galvan, City Clerk

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Yudiana Galvan, City of Calistoga | City Clerk
Meeting: City Council - Jun 24 2025
Subject: Proclaiming July as Parks Make Life Better!® Month DESCRIPTION:

Council will consider proclaiming July as Parks Make Life Better!® Month RECOMMENDATION:

Consider Making the Proclamation
SUMMARY:

This resolution recognizes the importance of equitable access to local parks, recreation, trails, open space, and facilities for the positive development of all Californians and their communities.

FINANCIAL IMPACT:

None
CEQA STATUS:

None
ATTACHMENT(S):

Parks and Recreation Proclamation
APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Jun 12 2025 Laura Snideman, City of Calistoga | City Manager Approved - Jun 15 2025 Yudiana Galvan, City of Calistoga | City Clerk Approved - Jun 16 2025 Item #5.1.

CITY OF CALISTOGA PROCLAMATION
in Honor of Parks Make Life Better!® Month
Whereas, Parks and Recreation promotes physical, emotional, and mental health and wellness through organized and self-directed fitness, play and activity; and Whereas, Parks & Recreation creates meaningful experiences for residents of all ages through sports, aquatic programs, senior activities, adult fitness and art classes, and free community events that celebrate and strengthen our small-town spirit; and Whereas, Parks & Recreation contributes to the community’s economic prosperity by offering first-time job opportunities to local youth and enhancing quality of life in ways that help attract and retain residents and businesses; and
Whereas, Parks and Recreation fosters social cohesiveness in communities by providing spaces for all individuals to come together peacefully and ensuring all have access to park and recreational benefits; and
Whereas, July is celebrated across the nation as Parks and Recreation Month; Now, therefore, be it resolved, that the Calistoga City Council does hereby proclaim July 2025 as “Parks Make Life Better!®” Month and in doing so, urges all its citizens to use and enjoy its parks, trails, facilities, and recreation opportunities.

Sealed, this 24th day of June, in the year Two Thousand Twenty-Five Item #5.1.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Matt McCaffrey, Police Chief
Meeting: City Council - Jun 24 2025
Subject: Portable Radio Purchase
DESCRIPTION:

Consider adopting a Resolution authorizing the City Manager to expend Police COPS grant funds to purchase necessary portable radios.

RECOMMENDATION:

Consider Adopting the Resolution
SUMMARY:

Previously the department purchased portable radios to outfit all police officers, this purchase will provide portable radios for the two Police Technicians, Community Service Officer and create one spare radio.

ANALYSIS:

This purchase will allow all necessary staff to be outfitted with portable radios that will be able to be encrypted. The portable radio purchase will complete the replacement of the department’s portable radio inventory and provide a spare.

FINANCIAL IMPACT:

The cost to replace the existing three radios and a spare is $20,273.55. A transfer of $20,273.55 from the police COPS grant fund account #41-4700-4799 to the Equipment Replacement fund account 15-3299 and expense account #15-4970-4821.

CEQA STATUS:

Not Applicable
ATTACHMENT(S):

Draft Resolution - Radios
Portable Radio Quote
APPROVAL(S):

Mitch Celaya, Assistant City Manager Approved - Jun 05 2025 Connie Cardenas, Admin. Services Director Approved - Jun 12 2025 Laura Snideman, City of Calistoga | City Manager Approved - Jun 16 2025 Item #6.2.

Yudiana Galvan, City of Calistoga | City Clerk Approved - Jun 16 2025 Item #6.2.

RESOLUTION NO. 2025-XX
ADOPTED JUNE 24, 2025

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

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

POLICE COPS GRANT FUNDS TO PURCHASE THREE PORTABLE RADIOS FOR AN AMOUNT NOT TO EXCEED $20,273.55
WHEREAS, the Police Department is transitioning to a digital encrypted radio system; and
WHEREAS, three of the department’s portable radios do not meet that standard; and
WHEREAS, Currently the Community Service Officer and Parking Techs are using a vacant police officer’s radio; and
WHEREAS, this purchase will allow all police department staff that need portable radios to have one and provide a spare; and
NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Calistoga hereby authorizes the City Manager to expend COPS grant funds to purchase the three portable radios for an amount not to exceed $20,273.55 by transferring funds from COPS grant funds account #41- 4700-4799 to the Equipment Replacement fund account 15- 3299 and expense account #15-4970-4821.

PASSED, APPROVED AND ADOPTED this 24th day of June 2025. I,

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

AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST: APPROVED:
______________________________ ______________________________ Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.2.

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MOTOROLA SOLUTIONS
Motorola Solutions, Inc. Transaction Number

ORIGINAL INVOICE
Transaction Date Transaction Total
500 West Monroe 1137145373 05‘MAY'2025 20,273.55 USD
Ch!°ag° IL60661 P.0. Number P.O. Date Customer Account No United States
Federal Tax ID: 36-1115800 NTP 15‘APR'2025 1035735242
Payment Terms Payment Due Date
Visit our N61Due in 30 Days 04-JUN—2025
Bill To Address Ship To Address
CALISTOGAPOLICE DEPT.CITYOF CALISTOGAPOLICE DEPT, CITYOF A‘I'I'N:Accounts Payable 1235 WASHINGTONST
1235 WASHINGTONST CALISTOGACA 94515
CALISTOGACA 94515 United States
United States
mm
For all invoice payment inquiries contact [email protected] Telephone: 800-247-2346
Fax: +1 (631)883-4238
Sales Order(s): 3203741670
W
Line Item Number Description Qty. Unit Price
Item #
(USD)
1 PMMN4083AL MICROPHONEJMPRESRSM DELTA-T 4 107.99 431.96 2 H98KGF9PW63N APX6000 VHF MHZMODEL2.5 PORTABLE 4 2,676.91 10,707.64 3 LSVO1SOOOtOA SY DVC ESSENTIAL- ASTROPORTABLE 4 184.00 736.00 4 HSSBU ADD:CONVENTIONALOPERATION 4 401.50 1,606.00
5 OBOGBM ADD:ASTRO DIGITALCAIOPERATION 4 413.91 1,655.64 6 0629AK ENH:AES ENCRYPTIONANDADP 4 381.79 1,527.16
7 H869BZ ENH: MULTIKEY 4 264.99 1,059.96
Please detach here and return the bottom portion with your payment Payment Coupon
Transaction Number Customer Account No Payment Due Date Transaction Total Amount Paid 1187146373 1035735242 04-JUN-2025 20,273.55 USD
Please put your Transaction Number and your Customer Account Number on your payment for prompt processing.

CALISTOGAPOLICE DEPT, CITYOF Payment Transfer Details Send Payments T0:

A‘I'I‘N:Accounts Payable
1235 WASHINGTONST
CALISTOGACA 94515
United States CHICAGO
WIRE Routing Transit Number: 026009593
ACH/EFTRouting Transit Number: 111000012
SWIFT: BOFAU83N
Bank Account No: 3756319819

MOTOROLA SOLUTIONS
Motorola Solutions, Inc.
13104 Collections Center Drive
Chicago IL60693
United States
Please provide your remittance details to:

[email protected]

CONTRARYTO EXPORT CONTROLLAWIS PROHIBITED
100000 02 03 000112 000331 P
Item #6.2.

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MOTOROLA SOLUTIONS
Motorola Solutions, Inc.
500 West Monroe
Chicago IL60661
United States
Federal Tax ID: 36-1115800
Visitour Line Item Number
Item #
8 PMNN4485A
9 NNTN8897A
10 Transaction Number
1187146373
P.O. Number
NTP
Payment Terms Net Due in 30 Days
Description
BA'I'I' IMPFIES2 LIIONFIIP68 2550T
CHGR DESKTOPMULTIUNITIMPRES21 DISPLAY EXT PS US
TAX

ORIGINAL INVOICE
Transaction Date
05-MAY-2025
Transaction Total
Customer Account No
Amount
(USD)
252.94
891.00
20,273.55 USD
P.O. Date
15-APR-2025 1035735242
Payment Due Date
04-JUN-2025
Qty. Unit Price
(USD)
2 126.47
1 891.00
1 1,405.25
USD Subtotal
USD Total
USD Amount Due

TO EXPORT CONTROLLAW IS PROHIBITED
1,405.25
20,273.55
20,273.55
20,273.55
100000 03 03 000112 000332 P
Item #6.2.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Yudiana Galvan, City of Calistoga | City Clerk
Meeting: City Council - Jun 24 2025
Subject: Adoption of Minutes
DESCRIPTION:

Adopting the minutes of Regular City Council Meetings 4/29, 5/20 and 6/10 and the minutes of Special City Council Meetings 5/6, 5/19 and 6/10.

RECOMMENDATION:

Consider Adopting the Minutes
FINANCIAL IMPACT:

None
CEQA STATUS:

None
ATTACHMENT(S):

4.29.25 Draft Minutes

5.6.25 Draft Minutes - Special Meeting

5.19.25 Draft Minutes - Special Meeting

5.20.25 Draft Minutes

6.10.25 Draft Minutes - Special Meeting 1

6.10.25 Draft Minutes - Special Meeting 2

6.10.25 Draft Minutes
APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Jun 12 2025 Laura Snideman, City of Calistoga | City Manager Approved - Jun 16 2025 Yudiana Galvan, City of Calistoga | City Clerk Approved - Jun 17 2025 Item #6.3.

MINUTES

CALISTOGA CITY COUNCIL - REGULAR MEETING
Tuesday, April 29, 2025 - 6:00 PM
Calistoga Community Center | 1307 Washington Street Calistoga, CA 94515

1. Call to Order/Roll Call/Pledge of Allegiance and Optional Patriotic Activity Mayor Williams called the regular session to order at 6:00 p.m.

Present: Mayor Williams, Vice Mayor Lopez-Ortega and Councilmembers Cooper and Gift

Absent: Councilmember Eisenberg

2. REPORT FROM CLOSED SESSIONS
There was a closed session on 4/15, no reportable action.

3. ORAL COMMUNICATION ON CONSENT ITEMS OR NON-AGENDA ITEMS There was public comment by Mike Straka.

4. CITY MANAGER’S REPORT
City Manager Snideman Reported:

1. Welcomed new hire, Administrative Services Tech Gina Young.

2. Gave a recap of the Jaripeo event.

3. Discussed new Fairgrounds volunteers, including the Mayor, who is personally refinishing flooring.

4. The total gross income for RV park rentals has exceeded $60K.

5. Local elected leaders were invited to the Capital last week to discuss preservation of local funding.

6. Discussed upcoming Parks and Rec events.

5. PROCLAMATIONS/PRESENTATIONS/ AWARDS

5.1. The Council proclaimed May as Mental Health Awareness Month.

5.2. Director of Rianda House Maury Robertson reported on the programs that the Community Enrichment Grant has helped fund.

6. CONSENT CALENDAR

6.1. Adoption of Consent Calendar
Motion by Councilmember Cooper and seconded by Vice Mayor Lopez-Ortega to adopt the consent calendar as presented. Motion Carried
AYES: Mayor Williams, Vice Mayor Lopez-Ortega, Councilmember Gift, and Councilmember Cooper
NOES: None
ABSTAIN: None
ABSENT: Councilmember Eisenberg

6.2. Adoption of Minutes of Regular City Council Meetings 4/8/25 and 3/18/25, and Special City Item #6.3.

City Council Minutes April 29, 2025
Council Meetings 3/11/25, 3/18/25, 3/21/25, 3/28/25, 4/1/25, 4/2/25, 4/15/25, and 4/17/25.

6.3. Adoption of Resolution No. 2025-36 Adopting Senate Bill 1 (SB1) Project List for Fiscal Year 2025/26
Adoption of Resolution No. 2025-37 Approving Measure U Project List

6.4. Adoption of Resolution No. 2025-38 Regional Participation in County Used Oil Recycling Program

6.5. Adoption of Ordinance No. 776, Resolution No. 2025-39 - Adopting a Cost Recovery Fee Policy for the Planning and Building Department.

7. PUBLIC HEARING

7.1. 1st Reading of an Ordinance - Item was Continued - Adopting an ordinance updating and designating Fire Hazard Severity Zones and adding Chapter 12.050 "Fire Hazard Severity Zone Maps" to Title 2 "Council, Administration and Personnel" of the Calistoga Municipal Code.

FPPC's 18705 Rule of Necessity was applied to this item per three property proximity conflicts (Gift, Eisenberg, Williams). After a random draw, Councilmember Gift was able to participate; Mayor Williams and Councilmember Eisenberg remain recused.

This item was presented by Fire Chief Jed Matcham. There was public comment by Dan Herndon and Tim Reilly.

Motion by Councilmember Gift and seconded by Councilmember Cooper to continue hearing to the next Regular City Council Meeting. Motion Carried AYES: Vice Mayor Lopez-Ortega, Councilmember Gift, and
Councilmember Cooper
NOES: None
RECUSED: Mayor Williams
ABSENT: Councilmember Eisenberg

8. GENERAL GOVERNMENT

8.1. Adoption of Resolution No. 2025-40 - Establishing Advisory Committee Bylaws and Review of City Council Liaison Role
This item was presented by Permit Tech Antoinette Freeman. There was no public comment.

Motion by Mayor Williams and seconded by Councilmember Gift to adopt the Committee Bylaws and Establish the Fairgrounds Advisory Committee. Motion Carried AYES: Mayor Williams, Vice Mayor Lopez-Ortega, Councilmember Gift, and Councilmember Cooper
Item #6.3.

City Council Minutes April 29, 2025
NOES: None
RECUSED: None
ABSENT: Councilmember Eisenberg

8.2. This item was tabled for discussion at another meeting - Confirming the Mayor's Appointments to the Fairgrounds Advisory Committee.

Council discussed this item, there was no public comment.

Motion by Mayor to adopt the resolution, there was no second. The vote was taken via rollcall. Motion Failed
AYES: Mayor Williams and Councilmember Cooper
NOES: Vice Mayor Lopez-Ortega and Councilmember Gift
ABSTAIN: None
ABSENT: Councilmember Eisenberg

8.3. Adopted - City Council Priorities FY 25/26
This item was presented by City Manager Snideman. There was public comment by Tim Reilly.

Motion by Councilmember Gift and seconded by Vice Mayor Lopez-Ortega to adopt the Calistoga City Council FY 25/26 Priorities Motion Carried AYES: Mayor Williams, Vice Mayor Lopez-Ortega, Councilmember Gift, Councilmember Cooper
NOES: None
ABSTAIN: None
ABSENT: Councilmember Eisenberg

8.4. Council Discussed - City Council discussed Missing Middle Housing and how to encourage its development in Calistoga.

This item was presented by Planning and Building Director Desmond. There was public comment by Dan Herndon and Cindy Yant.

Council discussed this item and the various options and looks forward to continued discussions, including more public input.

8.5. Adoption of Resolution No. 2025-41 - Adopting the Dissolution of the Landscape Maintenance District, known as Palisades Landscape Maintenance District.

FPPC's 18705 Rule of Necessity was applied to this item per three property proximity conflicts (Gift, Eisenberg, Williams). After a random draw, Mayor Williams was able to participate; Councilmember Gift and Councilmember Eisenberg remain recused.

Item #6.3.

City Council Minutes April 29, 2025
This item was presented by Public Works Director Rayner. There was public comment by Dan Herndon.

Motion by Mayor Williams and seconded by Councilmember Cooper to adopt the Resolution Motion Carried
AYES: Mayor Williams, Vice Mayor Lopez-Ortega, Councilmember Cooper
NOES: None
RECUSED: Councilmember Gift
ABSENT: Councilmember Eisenberg

8.6. Adoption of Resolution No. 2025-42 - Approving the Dissolution of the Landscape Maintenance District, known as Silverado Place Maintenance District.

FPPC's 18705 Rule of Necessity was applied to this item per three property proximity conflicts (Gift, Eisenberg, Williams). After a random draw, Councilmember Gift was able to participate; Mayor Williams and Councilmember Eisenberg remain recused.

This item was presented by Public Works Director Rayner. There was public comment by an unknown member of the public.

Motion by Councilmember Cooper and seconded by Vice Mayor Lopez-Ortega to adopt the Resolution Motion Carried
AYES: Vice Mayor Lopez-Ortega, Councilmember Gift,
Councilmember Cooper
NOES: None
RECUSED: Mayor Williams
ABSENT: Councilmember Eisenberg

9. COUNCIL REPORTS
Mayor Williams attended two NVTA meetings and brought back the topic of the Fairgrounds Committee assignments.

Vice Mayor Lopez-Ortega attended the Upper Valley Waste Management board meeting and the City Leaders Summit.

Councilmember Gift thanked the Council for May Mental Health Proclamation; she serves on Mentis, which is a mental health service for Napa County.

Councilmember Cooper attended the League of California Cities Sacramento session. He reported that the FBI has closed the case against Clover Flats.

Item #6.3.

City Council Minutes April 29, 2025

10. ADJOURNMENT
Mayor Williams adjourned the meeting, at 8:15 p.m.

Respectfully submitted:

Prepared by: Approved by:
______________________ ______________________
Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.3.

MINUTES

CALISTOGA CITY COUNCIL - CLOSED SESSION
Tuesday, May 6, 2025 - 1:00 PM
Calistoga Community Center | 1307 Washington Street Calistoga, CA 94515

1. CALL TO ORDER – ROLL CALL
Mayor Williams called the regular session to order at 1:00 p.m.

Present: Mayor Williams, Vice Mayor Lopez-Ortega and Councilmembers Cooper and Gift

Absent: Councilmember Eisenberg

2. ORAL COMMUNICATION
There was no public comment.

3. ADJOURN TO CLOSED SESSION ON THE FOLLOWING MATTER:

3.1. CONFERENCE WITH REAL PROPERTY NEGOTIATORS
Government Code § 54956.8
Property: 2449 Foothill Boulevard (APN 011-360-003)
Agency Negotiator: Laura Snideman, City Manager
Negotiating Parties: Foothill Ventures, LLC
Under Negotiation: Price and Terms of Payment

4. ADJOURNMENT
Mayor Williams adjourned the meeting at 1:46 p.m.

Respectfully Submitted
Prepared by: Approved by:
______________________ ______________________
Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.3.

MINUTES

CALISTOGA CITY COUNCIL - SPECIAL MEETING
Monday, May 19, 2025 - 10:00 AM
Calistoga Community Center | 1307 Washington Street Calistoga, CA 94515

1. CALL TO ORDER – ROLL CALL
Mayor Williams called the regular session to order at 10:01 a.m.

Present: Mayor Williams, Vice Mayor Lopez-Ortega and Councilmembers Eisenberg, Cooper and Gift

Absent:

2. GENERAL GOVERNMENT

2.1. City Council Fiscal Year 2025/26 Budget Workshop
A discussion to provide direction to staff on key elements of the Fiscal Year 2025/26 budget, including department goals, modifications to current practices related to General Fund yearend savings, staffing modifications, Infrastructure Fund projects, and capital improvement program (CIP) projects to be incorporated into the recommended budget.

There was no public comment.

3. ADJOURNMENT
Mayor Williams adjourned the meeting at 3:30 p.m.

Respectfully submitted:

Prepared by: Approved by:
______________________ ______________________
Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.3.

MINUTES

CALISTOGA CITY COUNCIL - REGULAR MEETING
Tuesday, May 20, 2025 - 6:00 PM
Calistoga Community Center | 1307 Washington Street Calistoga, CA 94515

1. Call to Order/Roll Call/Pledge of Allegiance and Optional Patriotic Activity Mayor Williams called the regular session to order at 6:00 p.m.

Present: Mayor Williams, Vice Mayor Lopez-Ortega and Councilmember Eisenberg, Cooper and Gift.

Absent:

2. REPORT FROM CLOSED SESSIONS
There was a closed session on 5/6/25 regarding real property negotiations for 2449 Foothill Blvd.

There was no reportable action.

3. ORAL COMMUNICATION ON CONSENT ITEMS OR NON-AGENDA ITEMS There was public comment by Rose LeClerc.

4. CITY MANAGER’S REPORT
City Manager Snideman Reported:

1. Introducing new employee John Chase our new Building Official

2. Join us on Saturday, May 24th, 11 am-8 pm for Ag Day at the Fair, free admission!

3. City Clerk Galvan received an award from the California City Clerk Association.

5. PROCLAMATIONS/PRESENTATIONS/ AWARDS

5.1. The City Council proclaimed May 2025 as Historic Preservation Month, recognizing the importance of preservation efforts in our community. The Proclamation was received by Christine French of Napa County Landmarks.

5.2. Administrative Services Director Connie Cardenas presented a Finance Department Update to Council.

6. CONSENT CALENDAR

6.1. Adoption of Consent Calendar
Motion by Councilmember Cooper and seconded by Councilmember Eisenberg To adopt consent calendar with the exception of item # 6.2. Motion Carried AYES: Mayor Williams, Vice Mayor Lopez-Ortega, Councilmember Cooper, Councilmember Eisenberg, and Councilmember Gift NOES: None
ABSTAIN: None
ABSENT: None

6.2. Adoption of Resolution No. 2024-43 - Approving a consultant services agreement for a Item #6.3.

City Council Minutes May 20, 2025
Nexus & Feasibility Study to update the affordable housing linkage & In-Lieu Fees.

This item was pulled for discussion by Councilmember Gift and presented by Planning and Building Director Greg Desmond.

The Council asked clarifying questions and there was no public comment.

Motion by Councilmember Gift and seconded by Vice Mayor Lopez-Ortega - Consider Adopting the Resolution Motion Carried
AYES: Mayor Williams, Vice Mayor Lopez-Ortega, Councilmember Cooper, Councilmember Eisenberg, and Councilmember Gift NOES: None
ABSTAIN: None
ABSENT: None

6.3. Adoption of Resolution No. 2025-44 - For the purchase of equipment to outfit one officer for the establishment of Police Department bike program.

6.4. Adoption of Resolution No. 2025-45 - Approving Master Agreement for Consultant Services – Task Order No. 2 with Larry Walker Associates for Services Related to the City’s Cross-Connection Control Program (CCC), Wastewater and Water Treatment Plant Operating Permits.

6.5. Approved - Funding and city endorsement of the Active Transportation Advisory Committee’s Washington Street Bike Parklet Signage Project Phase 1A.

6.6. Approved - Funding and a city endorsement of the Active Transportation Advisory Committee’s Hotel Bike Sticker Tourist Safety Enhancement Project.

6.7. Adoption of Resolution No. 2025-46 - Authorizing a not-to-exceed project cost of $1,475,000 to repave Lake Street from Grant Street to Silverado Trail and Awarding to Argonaut Constructors.

7. PUBLIC HEARING

7.1. 1st Reading Approved - Continuing a Public Hearing - Consider adopting an ordinance updating and designating Fire Hazard Severity Zones and adding Chapter 12.050 "Fire Hazard Severity Zone Maps" to Title 2 "Council, Administration and Personnel" of the Calistoga Municipal Code.

This item was presented by Fire Chief Jed Matcham, there was no public comment.

Mayor Williams and Councilmember Eisenberg are recused due to a property proximity conflict.

Motion by Vice Mayor Lopez-Ortega and seconded by Councilmember Gift Staff recommends that the City Council introduce and waive the reading of an ordinance Designating Fire Hazard Severity Zones as recommended by the California Department of Forestry and Fire Protection pursuant to Government Code Section 51179. Motion Carried Item #6.3.

City Council Minutes May 20, 2025
AYES: Vice Mayor Lopez-Ortega, Councilmember Cooper, and Councilmember Gift
NOES: None
ABSTAIN: None
ABSENT: None

7.2. Adoption of Resolution No. 2025-47 - Ordering the Dissolution of the Landscape Maintenance District, known as Silverado Place Maintenance District.

This item was presented by David Fradelizio, there was no public comment.

Mayor Williams and Councilmember Eisenberg are recused due to a property proximity conflict.

Motion by Councilmember Cooper and seconded by Councilmember Gift Conduct a Public Hearing and Consider Adoption of a Resolution Ordering the Dissolution of the Silverado Place Maintenance District. Motion Carried
AYES: Vice Mayor Lopez-Ortega, Councilmember Cooper, and Councilmember Gift
NOES: None
ABSTAIN: None
ABSENT: None

7.3. Adoption of Resolution No. 2025-48 - Ordering the Dissolution of the Landscape Maintenance District, known as Palisades Landscape Maintenance District.

Associate Engineer David Fradelizio presented this item, there was no public comment.

Councilmember Gift and Councilmember Gift are recused due to a property proximity conflict.

Motion by Vice Mayor Lopez-Ortega and seconded by Councilmember Cooper conduct a Public Hearing and Consider Adoption of a Resolution Ordering Dissolution of the Palisades Landscape Maintenance District. Motion Carried
AYES: Mayor Williams, Vice Mayor Lopez-Ortega, and
Councilmember Cooper
NOES: None
ABSTAIN: None
ABSENT: None

7.4. Human Resources Manager Rena Lariz presented a Vacancy Presentation per AB 2561.

Council discussed and asked clarifying questions. There was no public comment.

8. GENERAL GOVERNMENT
Item #6.3.

City Council Minutes May 20, 2025

8.1. Adoption of Resolution No. 2025-49 - Confirming the Mayor's appointments to the Fairgrounds Advisory Committee.

Council discussed this item and there was public comment by Wyatt Farris.

Applicants Hal Taylor and Bill Squire spoke to Council about their application.

Councilmember Gift made a motion to amend the Mayor's appointments, there was no second or supporting Council comments.

Motion by Mayor Williams and seconded by Councilmember Eisenberg to adopt the resolution confirming the Mayor's appointments to the Fairgrounds Advisory Committee Motion Carried
AYES: Mayor Williams, Vice Mayor Lopez-Ortega, Councilmember Cooper, and Councilmember Eisenberg
NOES: Councilmember Gift
ABSTAIN: None
ABSENT: None

8.2. Introduction of an Integrated Pest Management Program by the Green Committee This item was presented by Green Committee members Jeremy Grove and Antoinette Maillard, there was clarifying questions and discussion by Council.

There was public comment by Charlotte Williams, Aaron Heth, Dom Tallerico and Millie Pease.

Motion by Councilmember Eisenberg and seconded by Mayor Williams that the Green Committee continue to explore the elimination of harmful pesticides and the implementation of integrated pest management and use a variety of actions including working with stakeholders, developing a plan, looking at what other cities have done in terms of successes and failures and come back to Council with a phased implementation or a complete plan Motion Carried
AYES: Mayor Williams, Vice Mayor Lopez-Ortega, Councilmember Cooper, Councilmember Eisenberg, and Councilmember Gift NOES: None
ABSTAIN: None
ABSENT: None

8.3. Approved - Considering City Funding for Lincoln Avenue Apartments.

This item was presented by Planning and Building Director Greg Desmond.

Mayor Williams and Councilmember Gift are recused due to a property proximity conflict.

Item #6.3.

City Council Minutes May 20, 2025
APPROVED:

There was public comment by Jim Rendler of Lincoln Ave Apts and Charlotte Williams.

Motion by Councilmember Cooper and seconded by Councilmember Eisenberg approving a loan modification and a new, additional $1 million loan for Lincoln Avenue Apartments.

Motion Carried
AYES: Vice Mayor Lopez-Ortega, Councilmember Cooper, and Councilmember Eisenberg
NOES: None
ABSTAIN: None
ABSENT: None

8.4. Adoption of Resolution No. 2025-50 - Adopting the Vehicle Miles Traveled (VMT) Guidelines establishing thresholds of significance for evaluating transportation impacts of development projects in accordance with provision 15064.3 of the California Environmental Quality Act (CEQA).

This item was presented by Associate Planner Lauren Clark and Olivia Ervin of M-Group.

Council discussed this item, there was no public comment.

Motion by Councilmember Cooper and seconded by Councilmember Eisenberg to adopt the resolution Motion Carried
AYES: Vice Mayor Lopez-Ortega, Councilmember Cooper,
Councilmember Eisenberg, and Councilmember Gift
NOES: Mayor Williams
ABSTAIN: None
ABSENT: None

9. COUNCIL REPORTS
Vice Mayor Lopez-Ortega attended a closed session Flood Control meeting. There was nothing to report.

10. ADJOURNMENT
Mayor Williams adjourned the meeting, at 8:41 p.m.

Prepared by: Approved by:
______________________ ______________________
Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.3.

MINUTES

CALISTOGA CITY COUNCIL - CLOSED SESSION
Tuesday, June 10, 2025 - 1:30 PM
Calistoga Community Center | 1307 Washington Street Calistoga, CA 94515

1. CALL TO ORDER – ROLL CALL
Mayor Williams called the regular session to order at 1:30 p.m.

Present: Mayor Williams, Vice Mayor Lopez-Ortega and Councilmembers Eisenberg, Cooper and Gift.

Absent:

2. ORAL COMMUNICATION
There was no public comment.

3. ADJOURN TO CLOSED SESSION ON THE FOLLOWING MATTER:

3.1. CONFERENCE REGARDING LABOR NEGOTIATIONS
(Government Code §54957.6)
Agency Designated Representative(s): Laura Snideman, Rena Lariz and Marc Fox Employee Organizations: Calistoga Public Employees Association (CPEA), Calistoga Professional Firefighter's Association (CPFA), Calistoga Police Officers Association (CPOA), Calistoga Unrepresented Mid-Management, Calistoga Unrepresented Executive Management

3.2. CONFERENCE WITH LEGAL COUNSEL—ANTICIPATED LITIGATION-Significant exposure to litigation pursuant to Government Code section 54956.9(2) (d) (One Case)

4. ADJOURNMENT
Mayor Williams adjourned the meeting at 3:17 p.m.

Prepared by: Approved by:
______________________ ______________________
Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.3.

MINUTES

CALISTOGA CITY COUNCIL - CLOSED SESSION
Tuesday, June 10, 2025 - 4:00 PM
Calistoga Community Center | 1307 Washington Street Calistoga, CA 94515

1. CALL TO ORDER – ROLL CALL
Mayor Williams called the session to order at 4:02 p.m.

Present: Mayor Williams, Vice Mayor Lopez-Ortega and Councilmember Eisenberg, Cooper and Gift.

Absent:

2. ORAL COMMUNICATION
There was no public comment.

3. ADJOURN TO CLOSED SESSION ON THE FOLLOWING MATTER:

3.1. Conference with Real Property Negotiators
Government Code § 54956.8
Property: The Cropp Building, including a path of travel, and use of the common areas at the Calistoga Fairgrounds property at 1435 North Oak Street.

Agency Negotiator: Laura Snideman, City Manager
Negotiating Parties: Calistoga Arts Center, Maureen O’Neil and Babbette Pinsky, Directors Under Negotiation: Price and Terms of Payment

4. ADJOURNMENT
Mayor Williams adjourned the meeting at 4:51 p.m.

Prepared by: Approved by:
______________________ ______________________
Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.3.

MINUTES

CALISTOGA CITY COUNCIL - REGULAR MEETING
Tuesday, June 10, 2025 - 6:00 PM
Calistoga Community Center | 1307 Washington Street Calistoga, CA 94515

1. Call to Order/Roll Call/Pledge of Allegiance and Optional Patriotic Activity Mayor Williams called the regular session to order at 6:00 p.m.

Present: Mayor Williams, Vice Mayor Lopez-Ortega and Councilmembers Eisenberg, Cooper and Gift (via teleconference under AB2449 Provisions)

Absent:

2. REPORT FROM A CLOSED SESSION
The Council had two closed sessions today. The first one was regarding pending litigation and labor negotiations, and the second one was regarding real property negotiations. There was no reportable action from either.

3. ORAL COMMUNICATION ON CONSENT ITEMS OR NON-AGENDA ITEMS There was public comment by Kerri Abreau.

4. CITY MANAGER’S REPORT
City Manager Snideman Reported:

1. Our first electric vehicle has arrived! An electric Ford F-150 has joined the PW fleet. Also, 2 EBikes have joined the Police Department Fleet for their new bike patrol program.

2. Sunday, on Father's Day 11 am-4 pm there will be a pancake breakfast hosted by the Native Sons, followed by a car show, both events are free.

3. We have received positive feedback regarding Ag Day. We look forward to next year's event, and many people have expressed interest in helping grow the event next year!

5. PROCLAMATIONS/PRESENTATIONS/ AWARDS

5.1. Fairgrounds Director Sheli Wright presented a Calistoga Fairground Department Update for City Council. The Council thanked Director Wright for her work on the Fairgrounds.

5.2. The City Council proclaimed June 2025 as LGBTQ+ Pride Month and displayed the Rainbow Flag on the City's Ceremonial Pole.

Motion by Councilmember Eisenberg and seconded by Councilmember Cooper to adopt the proclamation Motion Carried
AYES: Mayor Williams, Vice Mayor Lopez-Ortega, Councilmember Gift, Councilmember Cooper, and Councilmember Eisenberg NOES: None
ABSTAIN: None
ABSENT: None
Item #6.3.

City Council Minutes June 10, 2025

6. CONSENT CALENDAR

6.1. Adoption of Consent Calendar
Motion by Councilmember Cooper and seconded by Mayor Williams to adopt consent calendar as presented Motion Carried
AYES: Mayor Williams, Vice Mayor Lopez-Ortega, Councilmember Gift, Councilmember Cooper, and Councilmember Eisenberg NOES: None
ABSTAIN: None
ABSENT: None

6.2. Adoption of Resolution No. 2025-51 - Authorizes a not-to-exceed project cost of $2,546,500 to complete construction of the bid alternate work for the Riverside Ponds & Headworks Mitigation Project.

6.3. Adoption of Resolution No. 2025-52 - Approving a professional services agreement with MCCi/ECS Imaging for the purchase of a Laserfiche Document Management to serve as the City's secure repository and declaring it a Trusted System for the management of City Records.

7. PUBLIC HEARING

7.1. Fiscal Year 25/26 Budget, Fee Schedule and Annual Appropriations Limit.

This item was presented by Administrative Services Director Connie Cardenas.

There was public comment and questions by Cindy Yant, Tim Moore and Kerri Abreau.

Council discussed the budget and asked clarifying questions. Council would like to further discuss the executive positions within the City Manager's Office and the Fire Department's request to hire 3 full-time Fire Fighters to replace the part-time positions. Staff will bring these items back to the Council as soon as possible. Any amendments can be adopted even if the FY 25-26 budget has already been adopted.

Staff will bring the Fiscal Year 25/26 Budget, Fee Schedule and Annual Appropriations Limit back to Council at the next Regular City Council for adoption, after some administrative corrections have been made.

8. GENERAL GOVERNMENT

8.1. Discussion of potential incentives to further promote the construction of accessory dwelling units (ADUs)
This item was presented by Associate Planner Lauren Clark and discussed by Council.

There was public comment by Eugen Gorman of the Housing Advisory Committee and Tim Moore.

Item #6.3.

City Council Minutes June 10, 2025
Council supported option #'s 1, 2 and 5.

9. COUNCIL REPORTS
Councilmember Eisenberg attended an NVTA meeting, Danielle Schmitz has been approved as the incoming Executive Director, and he anticipates a smooth transition.

Lopez-Ortega attended a flood control meeting closed session; nothing to report there. She also reports that she has been appointed by the Napa County Mayors to the North Bay Executive Committee for the League of Cities, and will be attending more meetings than usual while representing Calistoga.

Mayor Williams attended an NVTA meeting and brings back interesting statistics - On average, Route 10 has 390 riders per day and the Calistoga Shuttle has 35 riders per day. The farebox subsidy of Route 10 is over $20 per passenger, pretty high. He also attended a NV Tourism Corporation meeting. Earllier in the year, there were some recommendations by Council attached to the approval given to participate in the program and our recommendation that Visit Napa Valley, as the contractor, not to have a paid representative on the board of the NVTC has been included in the contract, the recommendation of increasing the funding of the local upvalley welcome centers is still under consideration.

10. ADJOURNMENT
Mayor Williams adjourned the meeting, at 8:31 p.m.

Respectfully submitted:

Prepared by: Approved by:
______________________ ______________________
Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.3.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Sheli Wright, Fairgrounds Revitalization Director Meeting: City Council - Jun 24 2025
Subject: License Agreement with the Calistoga Art Center DESCRIPTION:

Consider adopting a Resolution authorizing the City Manager to enter into a License Agreement with the Calistoga Art Center for continued use of the Cropp Building at the Calistoga Fairgrounds.

RECOMMENDATION:

Consider Adopting the Resolution
SUMMARY:

The Cropp Building, located on city-owned property at the Calistoga Fairgrounds, 1435 N. Oak St., has historically been used for community-serving activities, including arts programming. The Calistoga Art Center, a local nonprofit organization, has occupied and operated out of the Cropp Building for several years.

When the City of Calistoga acquired the property from Napa County in 2024, the Calistoga Art Center was an existing tenant and continued its operations under an interim agreement with the City. The purpose of this staff report is to formalize that arrangement through a license agreement that defines the roles and responsibilities of both the City and the Art Center.

ANALYSIS:

The proposed license agreement will formalize the Calistoga Art Center’s use of the City-owned Cropp Building and define the terms, responsibilities, and cost-sharing arrangements associated with that use. The agreement is proposed to run from May 1, 2025, through April 30, 2027, providing the Art Center with a stable two-year term to support program planning and community engagement.

Maintenance responsibilities will be shared between the City and the Art Center. The City will be responsible for major maintenance, including the planned replacement of one water heater soon, as well as repairs to the bathroom and toilets. Additionally, the City will undertake other necessary maintenance, up to a value of $1,000 per year, during the term of the agreement. The Calistoga Art Center will be responsible for regular upkeep, including routine cleaning, minor repairs, and addressing general wear and tear. This approach strikes a balance between the City’s interest in preserving the building’s condition and the Art Center’s role as a community-based tenant.

Under the agreement, the Art Center will pay a monthly license fee of $350, reimburse the City for electrical costs as billed by Pacific Gas and Electric (PG&E), and pay a flat monthly charge of $200 Item #6.4.

for gas usage. These terms ensure the City can recover a portion of the building’s operational costs while continuing to support the Art Center’s public programming.

The agreement also includes a reservation of rights provision allowing the City to reclaim the conference room, office, and kitchen areas, collectively referred to as the Removable License Area, for use by City personnel or a third party during the license term. If this occurs, the City will provide at least 30 days' written notice to the Art Center, after which the Art Center must vacate and return those specific areas in clean condition. The City would be responsible for any physical modifications needed to separate these areas from the remainder of the building. This provision ensures flexibility for the City to meet evolving operational or programmatic needs without terminating the overall agreement.

Staff finds that the terms are consistent with the City’s past support of the Art Center and are aligned with broader goals to encourage arts, culture, and responsible facility management in Calistoga.

FINANCIAL IMPACT:

The City will receive $350 per month in rent, plus $200 per month for gas, and full reimbursement for electricity costs. These payments will help offset the building's operating costs and will be recorded as revenue in account 70-5592.

The City will cover certain maintenance expenses, including the replacement of one water heater at an estimated cost of $2,500, as well as repairs to the bathrooms, the cost of which is currently unknown. In addition, the City will provide up to $1,000 per year for other maintenance needs. All of these expenses will be paid from the existing budget in FY25-26 under account 70-5592-4404.

CEQA STATUS:

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

ATTACHMENT(S):

RESOLUTION- Calistoga Art Center License Agreement
License Agreement Calistoga Art Center
APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Jun 15 2025 Laura Snideman, City of Calistoga | City Manager Approved - Jun 16 2025 Yudiana Galvan, City of Calistoga | City Clerk Approved - Jun 17 2025 Item #6.4.

ATTACHMENT 1
RESOLUTION NO. 2025-XXX

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

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

ENTER INTO A LICENSE AGREEMENT WITH THE CALISTOGA ART CENTER

FOR USE OF THE CROPP BUILDING AT THE CALISTOGA FAIRGROUNDS AT 1435 NORTH OAK STREET.

WHEREAS, the City of Calistoga acquired the Cropp Building from Napa County in 2024, with the Calistoga Art Center already in occupancy; and WHEREAS, the Calistoga Art Center is a nonprofit organization that provides art education, exhibits, and cultural programming to the Calistoga community; and WHEREAS, the City and the Art Center wish to formalize the terms of facility use, including rent, utilities, maintenance responsibilities, and flexibility for City use of specific areas; and
WHEREAS, staff has negotiated a proposed license agreement that supports continued public access to arts programming while preserving the City’s ability to manage its assets effectively.

NOW, THEREFORE BE IT RESOLVED by the City Council of the City of Calistoga as follows: that the Calistoga City Council hereby authorizes the City Manager to execute, in a form approved by the City Attorney, a license agreement with the Calistoga Art Center for the use of the Cropp Building.

PASSED, APPROVED, AND ADOPTED this 24th day of June 2025. I,

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

AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST: APPROVED:

Yudiana Galvan, CMC, City Clerk Donald Williams, Mayor
Item #6.4.

1 4898-8237-0873 v9

LICENSE AGREEMENT

BASIC LICENSE INFORMATION
License Date: ________, 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 Art Center
Licensee's Address: Calistoga Art Center
P.O. Box 197
Calistoga, CA 94515
Tel: (415) 902-0644
Attn: Babette Pinsky
License Area: The Cropp Building (“Building”) and surrounding Common Area located on the Calistoga Fairgrounds (“Fairgrounds”) property at 1435 North Oak Street as illustrated in Exhibit A
Length of Term: Twenty-Four (24) Months
Commencement Date: May 1, 2025
Expiration Date: April 30, 2027
License Fee: Monthly License Fee: $350.00 due on the first of each month Security Deposit: None
Permitted Use: Art Center
Brokers: None
Exhibits A - License Area
B - Rules and Regulations
Item #6.4.

2 4898-8237-0873 v9

LICENSE AGREEMENT
THIS LICENSE AGREEMENT is entered into this day of 2025 ("Agreement'), by and between the CITY OF CALISTOGA, a California municipal corporation ("City"), and CALISTOGA ART CENTER, 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 a! described herein below ("License").

2. LICENSE AREA:

2.1 License Area. Subject to the terms and conditions of this License, 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 has the address specified in the Basic License Information.

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 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 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. This shall include, but not be limited to, any necessary fire sprinkler upgrades, compliance with the ADA (defined in Section 6) and any other requirements mandated by the Certificate of Occupancy.

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 above the ceiling surfaces, below the floor surfaces, within the walls and inthe 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 Item #6.4.

3 4898-8237-0873 v9
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, oringress 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 Reservation of Rights Regarding Conference Room, Office and Kitchen. City hereby reserves the right, without the same constituting an actual or constructive eviction, to offer, at any time during the Term, the exclusive use of the conference room, office and kitchen (collectively, “Removable License Area”, which is illustrated on Exhibit A-1) that are each currently included within the License Area to a third-party licensee or occupant, or City personnel (“Other Licensee”), which upon execution of an agreement between City and the Other Licensee shall immediately cause the Removable License Area to no longer be part of the License Area. Prior to entering into an agreement with Other Licensee for the Removable License Area (or in the case of City personnel making use of the Removable License Area, prior to occupying the Removable License Area), City shall deliver to Licensee no less than thirty (30) days written notice thereof, which shall include the date on which the agreement with Other Licensee shall be effective (“Other License Effective Date”). No later than the Other License Effective Date, Licensee shall remove all of its personal property from the Removable License Area and deliver the Removable License Area to City in broom clean condition. In connection with an agreement with Other Licensee, City shall be solely responsible for performing any required improvements or modifications necessary for Other Licensee’s use of the Removable License Area and to remove Licensee’s access to the Removable License Area, provided that the scope and details of all such improvements and modifications shall be determined and made in City’s sole discretion. Such modifications may include, without limitation, modifying Licensee’s means of ingress and egress from the Building (such as by replacing an existing window with a door), and eliminating Licensee’s interior access to the Removable License Area (such as by removing an existing interior door).

2.6 No Interest in Land Granted. Nothing herein shall be deemed to grant to Licensee any fee interest, leasehold, or other possessory interest in the property which the Building occupies, or any portion thereof, or any exclusive right or special status to negotiate or purchase. This Agreement grants a limited revocable license upon specified terms and no more.

3.1 Generally. 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 or Licensee may terminate the License by the giving of not less than thirty (30) days' prior written notice to the other in accordance with Article 15. 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 at the sole discretion of City's City Manager.

3.4 Emergency Termination. In the event of a natural disaster, epidemic, pandemic, war, civil disobedience or other emergency situation; the Fairgrounds may be used or required or ordered to be used by a federal/state/county or city agency requiring use of all or a portion of the Fairgrounds. In such event, this Agreement may be terminated by City, and if a termination occurs, City shall not liable to Licensee for any loss or expenses that Licensee or its employees, agents and consultants may incur as a result of the termination and Licensee hereby Item #6.4.

4 4898-8237-0873 v9
expressly releases City from any such liability related thereto.

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, including such unpaid License Fees and Additional Fees due from Licensee prior to the commencement of the Term of this Agreement.

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, 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) structural elements of the Building (including the roof); (ii) Common Area maintenance; and (iii) costs of City's property insurance, if any, are "Operating Expenses".

During the Term, City shall not assess Licensee any such Operating Expenses, unless the same Item #6.4.

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were incurred as a result of the actions or inactions of Licensee, Licensee’s invitees or anyone in the control 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 operate a community art center to expand and enrich the arts in the Napa Valley through education, experience, awareness and involvement ("Permitted Use") and for no other purposes without the express written consent of City. 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 12-1 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. City shall pay for water and sewer utility service through the various utility providers as required for normal use of the space. Licensee shall reimburse City for the costs of electrical and gas utility service. Electrical charges shall be based on bills provided by the service provider with respect to the meter exclusively serving the Building. City will deliver the electrical bill to Licensee on a monthly basis, with reimbursement payable by Licensee on or before the date that is thirty (30) days after delivery of the bill by City.

With respect to the gas service, Licensee will pay City a flat monthly fee of $200.00 concurrently with Licensee’s payment of the License Fee. 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. Except as otherwise described in Section

8.2, 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 Item #6.4.

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demising walls; (viii) telephone and data equipment and cabling (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, AC units or swamp coolers, and all other building systems; (viii) telephone and data equipment and cabling; and (ix) landscaping around the Building where the License Area is located. Licensee shall use the License Area with reasonable care to avoid damage or excessive wear and tear.

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.

8.1.3 Storage. Licensee shall not use hallways or kitchen areas for storage and shall keep hallways clear at all times.

8.2 City Maintenance and Repair. Notwithstanding the foregoing, City shall undertake minor repairs to and day-to-day maintenance of the interior of the Building, where “minor repairs and day-to-day maintenance” shall mean repairs and/or maintenance costing no more than $1000.00 per year, or as reasonably determined by City. 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 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 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 Agreement, Licensee waives any right to terminate this Agreement or offset or abate Rent by reason of any failure of City to make repairs to the License Area or Building.

City will, within a commercially reasonable time, replace the 2nd water heater in the building and repair the current issues with bathroom toilets and sinks.

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, Item #6.4.

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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 air 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.

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 acts 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 Item #6.4.

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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 dearly 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.

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.

10. INDEMNITY ANO 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 Losses 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 Item #6.4.

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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 License insurance against claims for injuries to persons or damages to property which may arise from or in connection with Licensee's operation and use of the License Area. The cost of such insurance shall be borne by Licensee.

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 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 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 Item #6.4.

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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 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. (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.
(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 Item #6.4.

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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.

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. Except as expressly stated in this Agreement, 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, 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.

Item #6.4.

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(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 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 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 Item #6.4.

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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 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 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 there for. 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.

Item #6.4.

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19.10 OFAC Certification. Licensee represents, warrants and covenants that:
(a) Licensee andits principals are not acting, and will not act, directly orindirectly, 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.

19.11 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 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.

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 on which the License Area is located was conveyed, on or about July 27, 2024, from the County of Napa to City.

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.

Item #6.4.

15 4898-8237-0873 v9

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 ART CENTER, a
California 501(c)(3)
By:

Babette Pinsky
President, Board of Directors
Date:

CITY:

CITY OF CALISTOGA, a general law
City
By:

Laura Snideman
City Manager
Date:

Approved as to form:

By:

Michelle Marchetta Kenyon
City Attorney
Babette pinsky (Jun 14, 2025 08:34 PDT)
Babette pinsky 06/14/2025
Item #6.4.

Exhibits
4898-8237-0873 v9

EXHIBIT A - LICENSE AREA
Exhibit A
Item #6.4.

Exhibits
4898-8237-0873 v9
EXHIBIT A-1
[ILLUSTRATION OF REMOVABLE LICENSE AREA]
Item #6.4.

Exhibits
4898-8237-0873 v9

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 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 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 Building or other Fairgrounds buildings to such a degree as to be objectionable to City or other Licensees or to cause harm to the Building, 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. 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.

Item #6.4.

Exhibits
4898-8237-0873 v9

9. Licensee shall cooperate fully with City to ensure the effective operation of the Building, 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 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.

17. 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 Building for any purpose other than as the address of the business to be conducted by Licensee in the License Area, nor shall Licensee use any picture of the Building in its advertising, stationary or in any other manner without the prior written permission of 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 Building or any Common Area forthe purpose of smoking tobacco products or for any other Item #6.4.

Exhibits
4898-8237-0873 v9
purposes, nor in any way obstruct such areas, and shall use them only as a mean of ingress and egress from the License Area.

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, 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. 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.

Item #6.4.

Calistoga Art Center License Agreement
2025-2027 Final 6 11 2025
Final Audit Report 2025-06-14
Created: 2025-06-13
By: Sheli Wright ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAUrVZoIvRn9OCqWowetj5bRBdBdVYO8tz "Calistoga Art Center License Agreement 2025-2027 Final 6 11 2025" History
Document created by Sheli Wright ([email protected]) 2025-06-13 - 4:20:40 PM GMT
Document emailed to [email protected] for signature 2025-06-13 - 4:21:32 PM GMT
Email viewed by [email protected]
2025-06-14 - 3:31:21 PM GMT
Signer [email protected] entered name at signing as Babette pinsky 2025-06-14 - 3:34:18 PM GMT
Document e-signed by Babette pinsky ([email protected]) Signature Date: 2025-06-14 - 3:34:20 PM GMT - Time Source: server Agreement completed.
2025-06-14 - 3:34:20 PM GMT
Item #6.4.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Matt McCaffrey, Police Chief
Meeting: City Council - Jun 24 2025
Subject: Firearm Replacement Purchase
DESCRIPTION:

Consider adopting a Resolution authorizing the City Manager to expend Police COPS grant funds to purchase necessary rifles and pistols.

RECOMMENDATION:

Consider Adopting the Resolution
SUMMARY:

The police department’s rifle inventory is reaching the end of its service life. Our armorers and rangemasters have observed an ever-increasing occurrence of “bolt seating”, “magazine well seating” and failure to extract, as well as some rusting. The increasing occurrence of these failures diminishes officers’ confidence in these weapons to be reliable when needed. While it is possible to replace parts and refurbish the rifles, this is at a significant cost, and even when refurbished the weapons will continue degrade and require additional part replacement and servicing.

Currently rifles are assigned to a patrol vehicle rather than to an individual officer, which leads to more use per rifle, and a lack of personal care for each rifle. This purchase would allow all sworn officers to be issued a rifle.

The purchase of three pistols would complete the process of replacing all department pistols and having a spare in reserve in case an officer’s pistols require service.

ANALYSIS:

The purchase of eight Sig-Sauer 5.65 caliber rifles and three Sig-Sauer 9mm pistols will provide the Police Department with a full compliment of rifles and pistols for all sworn staff.

FINANCIAL IMPACT:

The total cost for all firearms and related equipment is $30,579.87. A transfer of $30,579.87 from the police COPS grant fund account #41-4700-4799 to the Equipment Replacement fund account 15- 3299 and expense account #15-4970-4821.

CEQA STATUS:

Not Applicable
ATTACHMENT(S):

Item #6.5.

Resoloution Rifle Program 2025
Expanded description of rifle failures
quotes
APPROVAL(S):

Mitch Celaya, Assistant City Manager Approved - Jun 05 2025 Connie Cardenas, Admin. Services Director Approved - Jun 12 2025 Laura Snideman, City of Calistoga | City Manager Approved - Jun 16 2025 Yudiana Galvan, City of Calistoga | City Clerk Approved - Jun 17 2025 Item #6.5.

Item #6.5.

ATTACHMENT 1
RESOLUTION NO. 2025-XXXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

CALISTOGA, COUNTY OF NAPA, STATE OF CALIFORNIA,

AUTHORIZING THE CITY MANAGER TO EXPEND POLICE

COPS GRANT FUNDS TO REPLACE POLICE RIFLES AND

COMPLETE HANDGUN PURCHASE FOR AN AMOUNT NOT
TO EXCEED $30,579.87
WHEREAS, the Police Department’s rifle inventory is reaching the end of its service life and
WHEREAS, the purchase of three pistols would complete the process of replacing all department pistols and having a spare in reserve in case an officer’s pistols require service and WHEREAS, Currently rifles are assigned to a patrol vehicle rather than to an individual officer, which leads to more use per rifle, and a lack of personal care for each rifle. This purchase would allow all sworn officers to be issued a rifle. The purchase of three pistols would complete the process of replacing all department pistols and having a spare in reserve in case an officer’s pistols require service and
WHEREAS, this purchase will allow the police department to be outfitted with rifles that will function at a high level and restore the officer’s confidence in this important piece of equipment. The pistol purchase will complete the replacement of the department’s pistol inventory and provide a spare
NOW, THEREFORE BE IT RESOLVED that the City Council of
the City of Calistoga hereby authorizes the City Manager to expend COPS grant funds to replace the existing rifle inventory and complete the pistol inventory for an amount not to exceed $30,579.87 by transferring funds from COPS grant funds account #41-4700-4799 to the Equipment Replacement fund account 15-3299 and expense account #15-4970-4821.

PASSED, APPROVED AND ADOPTED this 24th day of
June 2025.

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

Item #6.5.

AYES:

NOES:

Item #6.5.

ABSTAIN:

ABSENT:

ATTEST: APPROVED:

Yudiana Galvan, CMC, City Clerk ,
Mayor Donald Williams
Item #6.5.

Expanded Rifle Deficiency Breakdown
Rusting
Rusting has been observed on several rifles. Iron Oxide buildup is caused by breaches in the factory coating on parts of the rifle comprised of iron or steel. Oxidization of iron and steel is similar to an infection. The process deteriorates and corrodes the metal, eventually leading to separations in the material causing weak points, hot spots, and eventually full thickness cracks. Iron oxide weakens the steel by expanding and creating microscopic fissures, which grow over time. This becomes problematic with the operation of firearms, namely rifles, due to the high volume chamber compression of gasses associated with rifle rounds.

The typical chamber pressure of a 5.56 NATO cartridge is 62,000 psi (pounds per square inch) and the gas temperature is 2800–3200°F. The government-use Bushmaster AR15 barrel we currently have in use are comprised of 4150 Chrome Moly Vanadium (CMV) steel, which is made to handle high pressure and temperature; however a breach or weakness in this material will lead to catastrophic failure during operation. Oxidization breaches act as stress concentrators, meaning pressure builds at the edges of the crack and can cause catastrophic failure especially at 60,000+ psi.

There’s no hard number, but even a small surface-level crack or breach can reduce the barrel’s safety margin by 50% or more possibly more depending on: thickness of the barrel at the crack, firing heat and duration (cracks expand with heat). The factory surface finish of the metal components of our rifles is intended to prevent oxidization from occurring, however over time the coating is liable to weaken with barrel heat and eventually scrape off from physical contact (rubbing against equipment, loading in and out of cars).

Once oxidization has occurred, the separations it has caused are irreversible and non-repairable.

Cost to replace a Bushmaster AR15 barrel is approximately $253.59.

Bolt Seating
Several of the rifles are experiencing a bolt seating malfunction when the charging handle is “short stroked,” meaning the operation of the charging handle was not performed at a high buffer spring compression. When this occurs, the bolt sits several centimeters back from being in full battery (sitting flush with the barrel *necessary position to safely fire*). This malfunction will result in either a failure to fire, or worse, a successful primer strike resulting in the gas compression blowing out the ejection port instead of the barrel.

Item #6.5.

Magazine Well Seating
All of the rifles are experiencing a malfunction where the magazines will not seat in the magazine well while the bolt is forward, unless physically struck from the bottom. This results in the magazine falling out. This malfunction is likely caused by the Bolt Carrier Groups of the rifles sitting lower than they normally should, preventing the magazine catch from seating in the retention groove of the magazine. This issue would need to be properly diagnosed and repaired by a gunsmith.

Failure to Extract
As stated above, several of the rifles have experienced a failure to eject malfunction, meaning after a round was fired, the bolt failed to extract the spent shell and eject it, forcing failure to fire and double feed malfunctions. This is likely caused by a wear-down of the extractors (rounding in the extractor claw has been observed) or weakened spring tension (typical with failures to extract).

Item #6.5.

ENFORCEMENT 7 —T..=.Lfa. “saw... m" 5: .. mm. T
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email: salaswprufu‘noonlins.noln wwwrprnlurcamllnanovn

CALISTOGA, CITY OF
1235 WASHINGTON STREET
CALISTOGA CA 94515
707—942-2819
04/
14 14
14 007930 A JASON DAVIS
WRM400556N16BPX
SIG LE M400 PRO 5.56 RFL 16"
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88066

SLI PROTAC HL-X RAIL MNT LGT
BLK 1000LUM
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IMPORTANT NOTICES:

This quotation is based on the
purchase order and F.E.T. form.
718542
A.S.A.P

CALISTOGA POLICE DEPARTMENT
ATTN: COLTON TOWNSEND
1235 WASHINGTON STREET
CALISTOGA CA 94515

FX G-FOB ORIGIN
980.00 EA 13,720.00
.00
00 EA OO
.00
109.00 EA 1,526.00
.00
564.00 EA 7,896.00
.00
:ssuance of a department
ATP or the manufacturer may require additional
forms. Sample forms may be found at:
http://www.ProForceonline.com/forms.html
Standard Terms are Net 30 days.
not allow for partial shipments and payments,
If department policy does
separate
purchase orders for each item w:ll be necessary.

Standard manufacturer's warrant” applies to all department 1 SOLD SHIP
T0 T0
TERMS
JOB # ORD. DATE CUST.# LOC SALESMAN SHIP VIA FRT.

QTY. UOM
ORDER UNIT PRICE DISC. NET PRICE
Item #6.5.

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CALISTOGA, CITY OF CALISTOGA POLICE DEPARTMENT
1235 WASHINGTON STREET ATTN: COLTON TOWNSEND
1235 WASHINGTON STREET
CALISTOGA CA 94515 CALISTOGA CA 94515
707-942—2819
N/A 04/17/25 007930 A JASON DAVIS FX G-FOB ORIGIN
Printed Name:

Date: P.O
Signature:

SALES AMOUNT 23,142.00
HANDLING 9.95

7.750% SALES TAX 1,794.28
SUB TOTAL 24,946.23

SOLD SHIP
T0
JOB # ORD. DATE CUST.# LOC. SHIP VIA
QTY. UOM
UNIT PRICE DISC. NET PRICE

FOR COLTON TOWNSEND

BY JOHN GALL
[email protected]

COMMENT
30 DAYS
Item #6.5.

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CITY OF CALISTOGA
1235 WASHINGTON STREET ATTN: COLTON TOWNSEND
1235 WASHINGTON STREET
CALISTOGA CA 94515 CALISTOGA CA 945
707-942-2819
05/0
S.A.P

CALISTOGA POLICE DEPARTMENT
15 007930 A JASON DAVIS F— D GIN
W320F9BXR3P-RXP 750.00 EA 2,250.00
SIG LE P32OF 9MM PRO N/S l7RD .00
W/ROMEO4.7"
SOE2R100 116.00 EA 348.00
SIG FOXTROT2R MNT LGT 700LUM .00

BLK RECHARGABLE
H0L-320AGHKITRH 170.00 EA 510.00
SIG HOLSTER KIT AGH RH .00
(H0L—320—ALIENGEAR—KIT—RH)
XEET 00 EA .00
THIS ITEM FET OUT .00
IMPORTANT NOTICES:

This quotation is based on the 1ssuance of a department purchase order and F.E.T. form.

ATF or the manufacturer may require additional
forms. Sample forms may be found at:
http://www.ProForceonline.com/forms.html
Standard Terms are Net 30 days. If department policy does not allow for partial shipments and payments, separate
purchase orders for each item w_ll be necessary.

Standard manufacturer's warrantv applies to all department 1 SOLD
TO
SHIP
TO
ORD. DATE CUST LOC SALESMAN SHIP VIA FRT.

QTY. UOM
ITEM UNIT PRICE DISC. NET PRICE
Item #6.5.

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LAW 719920
2825 Slaarl'nan ?l'ivs Ste A. Prescott, ‘2 36301 Tel: 528-773-7192 Fax: 525-445-3458 email: salesapraformonlinmunm www profweeonlinanom

CITY OF CALISTOGA CALISTOGA POLICE DEPARTMENT
1235 WASHINGTON STREET ATTN: COLTON TOWNSEND
1235 WASHINGTON STREET
CALISTOGA CA 94515 CALISTOGA CA 94515
707-942-2819
N/A 05/02/25 007930 A JASON DAVIS F-2D FOB ORIGIN
This quote is valid for 15 days from the dare issued,
pending credit approval. The shortened validity per od is due to recent economic shifts and the potential for new tariffs, which may impact pricing and availability. All items are subject to manufacturer availabil ty and potential price changes.

For updated pricing after the expiration da e, pleane
contact or sales representative or our support center at (800) 367—5855.

ProForce Law Enforcement agrees to defend, ;ndemnif” and hold harmless its customers from claims for persona
injury or property damages, to ihe extent arising from the negligent acts or omissions of ProForce Law Enforcement or its employees, agents or independent contractors.

ORDERING INSTRUCTIONS: Please reply to your sales representative in writing to process th:s order or send an umail to [email protected]. For orders over $5,000, a P0 or signed quote is required to process the order.

Returned items are subject to 20% restocking fee. Ajl sales are final on non-stocked/speciaj order item:

IMPORTANT: To order from this quotation, sign below
SOLD
TO
SHIP

COMMENT
Item #6.5.

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CITY OF CALISTOGA
1235 WASHINGTON STREET
CALISTOGA CA 94515
707-942-2819
0793 A J
Printed Name:

Date:

Signature
IS

CALISTOGA POLICE
719920
S.A.P.

DEPARTMENT
ATTN: COLTON TOWNSEND
1235 WASHINGTON STREET

CALISTOGA
F— D F

SALES AMOUNT

7.750% SALES TAX

SUB TOTAL
CA 94515
IGIN
3,108.00
240.87
3,348.87
ORDER
QUOTE

SOLD SHIP
T0 T0
0RD. LOC. SHIP
QTY. UOM
ORDER ITEM NO. DESC. UNIT PRICE DISC. NET PRICE

FOR COLTON TOWNSEND

BY JOHN GALL
genyart@ci . calistoga . ca .us

COMMENT
DAYS
Item #6.5.

F MURH L R
(3)5ig , Pti
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POLICE DEPARTMENT
[REAR C ASE ETTE
Date: 05/02/2025

PROFORCELAW ENFORCEMENT
2625 Stearman Road, Ste A
Prescott, AZ86301

TO WHOM ITMAY CONCERN
Our department is purchasing the following firearms for official department use only. I certify that the firearms purchased are not for transfer or resale.

The firearms to be purchased is/arelisted below: Agency ORI# CA0280100 Quantity Manufacturer PART NUMBER SIGHTTYPE DESCRIPTION 3 Sig Sauer W320F93XR3P-RXP PMO Sauer P320 XFul Romeol O c Matt McCaffrev / Chief of Pol
Printed or Typed Name of Department Chief, Sheriff or Equivalent Rank Signature of Department Chief, Sheriff or Equivalent Above Please Ship To: 1235 Washington Street, Calistoga CA, 94515 ATTN:

Item #6.5.

(05/31/2014)
City (Lahstoga bepartment
‘
(Stare local government)
(Dale
Tms request Is m accordance with the Paperwork Reduction Act OH 2 ca ersuns he sell rms or unmuntaxfree use speci?c exempmn certi?cates m supponthe tax-free sales uma requlre Inform for a p Iyexecuted certi?cate Tm: is belng provided to prommeumforrmty among excl dress comm he accura ashma gestlons
Of?ce gulatlo \vision, Al cc Tax Bureau
OMBNo. 1513-0128

DEPARTMENTOF THETREASURY

ALCOHOLANDTOBACCOTAXANDTRADEBUREAU

EXEMPTIONCERTIFICATE (USE BY STATE OR LOCAL GOVERNMENTS) (For use by State and local governments (section 4221 (a) (4) of the Internal Revenue Code). ) May 2nd . 202_5 I hereby certify that I am The Chief of Police (Month &Day) (Title of Officer)
of The of Police that I am authorized to execute this certi?cate; and that or
(check applicable type of certi?cate):

The article or articles speci?ed in the accompanying order, or on the reverse side hereof, (or) Z] All orders placed by the purchaser for the period commencing 05/02/2025 and ending 05/02/2026 (Date)
(period not to exceed 12 calendar quarters)
are, or willbe, purchased from Sig Sauer for the
(name or manufacturer)
exclusive use of Law Enforcement Officers
(Governmental unit)
of The City of Calistoga Police Department
(State or local government)
I understand that the exemption from tax in the case of sales of articles under this exemption certi?cate to a State, etc., is limited to the sale of articles purchased for its exclusive usel.I understand that fraudulent use of this certi?cate for the purpose of securing this exemption willsubject me and all parties making such fraudulent use of this certi?cate to all applicable criminal penalties under the Internal Revenue Code.

SIGNATURE PRINTEDNAME

MATI'HEWMCCAFFREY

ADDRESS
1235 Washington Street, Calistoga CA94515
1 A sale of an article to a State or local government for resale is not considered to be a sale for the "exclusive use" of the State or local government, within the meaning of section 4221 (a)(4) of the code, and, therefore, such sales may not be made tax-free. Such sales may not be made tax-free even ifthe resales are made to government employees, or the article is an item of equipment the employee is required to possess in carrying out his duties.

PAPERWORK REDUCTIONACT NOTICE
995. In som ses, p w ?rea amm
This form 0 ins all d ation roper
se taxpayers and eliminate the need for taxpayers to design their own certi?cates. The information requested is required by Title 27, Code of Federal Regulations, Part 53.

We estimate the average burden associated with this collection of information is 45 minutes per respondent or recordkeeper, depending on your individualcircumstances. Ad your ents concerning t cy of this burden te and sug to reduce this burden to: Reports Management r, Re ns and Rulings D cohol and Tobac and Trade Washington, DC 20220.

TTB may not conduct or sponsor and you are not required to respond to, a collection of information unless it displays a current, valid OMB control number.

TTB F 5600.35 (10/2008)
Item #6.5.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Jed Matcham, Fire Chief
Meeting: City Council - Jun 24 2025
Subject: Contract Renewal for Fire Dispatch Services with Cal Fire DESCRIPTION:

Consider adopting a Resolution executing a three-year Fire Dispatch Services Agreement Renewal with Cal Fire from July 1, 2025, through June 30, 2028.

RECOMMENDATION:

Consider Adopting the Resolution
SUMMARY:

The City of Calistoga currently utilizes the Cal Fire St. Helena Emergency Communications Center to dispatch the Fire Department to emergency incidents through a dispatch agreement with Cal Fire.

The dispatch agreement will expire on June 30, 2025. This agreement for fire dispatch services was a three-year agreement with a maximum total city contribution of $244,248.00.

This resolution will adopt a new three-year dispatch services agreement with Cal Fire. The proposed contract renewal requires a maximum total city contribution of $263,517.00 for the three-year period of July 1, 2025, to June 30, 2028.

ANALYSIS:

The renewed contract utilizes the same terms and conditions as the previous version, with some minor, non-substantial language updates. The cost increase is representative of an approximate 8% increase which is directly tied to cost recovery of wages and operating expenses at the dispatch center.

FINANCIAL IMPACT:

The cost of this agreement will be built into FY 2025/2026, FY 2026/2027, and FY 2027/2028 budgets, in Account Number 01-4117-4402. The City will pay Cal-Fire a maximum total combined amount of $263,517.00.

CEQA STATUS:

Not Applicable
ATTACHMENT(S):

Resolution
Calistoga LG1 2025 Draft
Item #6.6.

APPROVAL(S):

Mitch Celaya, Assistant City Manager Approved - Jun 05 2025 Connie Cardenas, Admin. Services Director Approved - Jun 12 2025 Laura Snideman, City of Calistoga | City Manager Approved - Jun 16 2025 Yudiana Galvan, City of Calistoga | City Clerk Approved - Jun 17 2025 Item #6.6.

RESOLUTION NO. 2025-XXX

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

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

CITY OF CALISTOGA TO ENTER INTO A FIRE DISPATCH SERVICES AGREEMENT WITH CAL FIRE FOR FISCAL YEARS 2025/2026, 2026/2027 AND 2027/2028 IN THE AMOUNT OF $263,517.00
Authorizing Agreement No. 1CA07242
WHEREAS, the City of Calistoga provides first response emergency services to the areas within the City of Calistoga city limits and to unincorporated areas outside the city limits; and
WHEREAS, the City of Calistoga currently has a contract with Cal Fire for fire department dispatch services; and
WHEREAS, the current fire dispatch services agreement will expire on June 30, 2025; and
WHEREAS, Cal Fire has proposed Agreement No. 1CA07242, a new three-year dispatch services contract under the same terms and conditions as the existing agreement;
NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Calistoga hereby authorizes the City Manager to execute the attached Fire Dispatch Services Agreement with Cal Fire for fiscal years 2025/2026, 2026/2027 and 2027/2028 for Fire Dispatch Services, funded by Account Number 01-4117-4402 in the amount of $263,517.00 as shown in Exhibit 2 to this resolution.

PASSED, APPROVED AND ADOPTED this 24th day of June 2025. I, YUDIANA GALVAN, CITY CLERK OF THE CITY OF CALISTOGA, HEREBY CERTIFY the foregoing resolution was introduced and passed at a regular meeting of the Calistoga City Council by the following roll call vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST: APPROVED:

Yudiana Galvan, City Clerk Laura Snideman, City Manager Item #6.6.

COOPERATIVE FIRE PROGRAMS

FIRE PROTECTION REIMBURSEMENT AGREEMENT
LG-1 REV. 8/2024
AGREEMENT NUMBER 1CA07242
REGISTRATION NUMBER:

1. This Agreement is entered into between the State Agency and the Local Agency named below:

STATE AGENCY'S NAME
California Department of Forestry and Fire Protection – (CAL FIRE) LOCAL AGENCY’S NAME
City of Calistoga

2. The term of this Agreement is: July 1, 2025 through June 30, 2028

3. The maximum amount of this
Agreement is:
$ 263,517.00
Two hundred sixty three thousand five hundred seventeen dollars and zero cents

4. The parties agree to comply with the terms and conditions of the following exhibits which are by this reference made a part of the Agreement.

Exhibit A – Scope of Work – Includes page 2 (contact page) in count for Exhibit A 4 pages Exhibit B – Budget Detail and Payment Provisions 2 pages Exhibit C – General Terms and Conditions 7 pages
Exhibit D – Additional Provisions 3 pages
Exhibit E – Description of Other Services N/A pages
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.

LOCAL AGENCY California Department of General
Services Use Only LOCAL AGENCY’S NAME
City of Calistoga
BY (Authorized Signature) DATE SIGNED(Do not type)


PRINTED NAME AND TITLE OF PERSON SIGNING
Laura Snideman, City Manager

ADDRESS
1232 Washington St. Calistoga CA 94515

STATE OF CALIFORNIA

AGENCY NAME
California Department of Forestry and Fire Protection
BY (Authorized Signature) DATE SIGNED(Do not type)


PRINTED NAME AND TITLE OF PERSON SIGNING
Matthew Sully, Deputy Director, Cooperative Fire Protection ADDRESS P.O. Box 944246, Sacramento, CA 94244-2460
Item #6.6.

Contractor Name: City of Calistoga
Contract No.: 1CA07242
Page No.: 2

EXHIBIT A

COOPERATIVE FIRE PROGRAMS

FIRE PROTECTION REIMBURSEMENT AGREEMENT
The project representatives during the term of this agreement will be:

CAL FIRE Unit Chief: LNU Local Agency: City of Calistoga Name: Matt Ryan Name: Jed Matcham
Phone: 707-967-1400 Phone: 707-534-0366
Fax: Fax:

All required correspondence shall be sent through U.S. Postal Service by certified mail and directed to:

CAL FIRE Unit Chief: Matt Ryan Local Agency: City of Calistoga Section/Unit: Sonoma Lake Napa Section/Unit: Fire Department Attention: Administrative Chief Attention: Fire Chief Jed Matcham Address: 1199 Big Tree Rd
St. Helena, CA 94574
Address: 1232 Washington St
Calistoga CA 94515
Phone: 707-967-1402 Phone: 707-534-0366
Fax: Fax:

Send an additional copy of all correspondence to:

CAL FIRE
Cooperative Fire Services
P.O. Box 944246
Sacramento, CA 94244-2460

AUTHORIZATION
As used herein, Director shall mean Director of CAL FIRE. This agreement, its terms and conditions are authorized under the Public Resources Code Sections 4141, 4142, 4143 and 4144, as applicable.

Item #6.6.

Contractor Name: City of Calistoga
Contract No.: 1CA07242
Page No.: 3

EXHIBIT A

SCOPE OF WORK
Under Public Resources Code Section 4114 and other provisions of law, STATE maintains fire prevention and fire suppression forces including the necessary equipment, personnel, and facilities required to prevent and extinguish forest fires.

The purpose of this agreement is to provide mutually advantageous fire and emergency services through an effective consolidated organization, wherein the STATE is primarily financially responsible for protecting natural resources from vegetation fires and the LOCAL AGENCY is primarily financially responsible for protecting life and property from fires and other emergencies. The LOCAL AGENCY shall have sole authority to establish the fire protection organization and structure needed to meet the determined level of service. This level of service may be based on the LOCAL AGENCY governing board’s established fiscal parameters and assessment of risks and hazards. LOCAL AGENCY personnel providing services under this agreement may include any one or a combination of the following: regular employees, persons temporarily employed and commonly known as volunteers, paid-call firefighters, or others temporarily employed to perform any emergency work or emergency service including, but not limited to fire prevention, fire suppression and emergency medical response.

To comply with the STATE’s mandate for full cost recovery of goods and services provided for others, the LOCAL AGENCY shall be responsible for all STATE costs, both direct and indirect, required to execute the terms of this agreement. These costs shall include, but not be limited to: required training and associated post coverage, employee uniform and Personal Protective Equipment (PPE) costs.

1. FIRE PROTECTION SERVICES TO BE PROVIDED BY THE STATE STATE provides a modern, full service fire protection and emergency incident management agency that provides comprehensive fire protection and other emergency incident response. STATE designs regional fire protection solutions for urban and rural communities by efficiently utilizing all emergency protection resources. Regional solutions provide the most effective method of protecting the citizens of California at local, county and state levels.

Fire protection services to be provided by STATE under this agreement shall include the following:
(check boxes below that apply)
1) Emergency Fire Protection, Medical and Rescue Response: services include commercial, residential, and wildland fire protection, prevention and investigation; hazardous materials incident response; emergency vehicle extrication; hazardous conditions response (flooding, downed power lines, earthquake, terrorist incident, etc.); emergency medical and rescue response; and public service assistance. Also included are management support services that include fire department administration, training and safety, personnel, finance and logistical support.
2) Basic Life Support Services: emergency medical technician (EMT) level emergency medical response providing first aid, basic life support (BLS), airway management, administration of oxygen, bleeding control, and life support system stabilization until patients are transported to the nearest emergency care facility.
3) Advanced Life Support Services: paramedic level emergency medical response providing early advanced airway management, intravenous drug therapy, and life support system stabilization until patients are transported to the nearest emergency care facility. 4) Dispatch Services: provide fire department 9-1-1 emergency dispatch by CAL FIRE Fire/Emergency Command Center (ECC). CAL FIRE will be responsible for fire/emergency Item #6.6.

Contractor Name: City of Calistoga
Contract No.: 1CA07242
Page No.: 4
dispatching emergency resource units covered under this agreement. The CAL FIRE ECC is staffed with a Battalion Chief, three or more Fire Captains and Communications Operators to provide 24/7 year-round coverage. There is always an officer of Captain rank or higher to serve as the shift supervisor and command officer. CAL FIRE uses an integrated Computer Aided Dispatch (CAD) system using the latest technology, to direct the closest available resources to all emergency incidents.
5) Fire Code Inspection, Prevention and Enforcement Services: CAL FIRE has staff Fire Inspectors serving under the direction of the LOCAL AGENCY Fire Marshal to provide services to the area covered by this agreement. Fire Code Enforcement will normally be available five days per week, with emergency or scheduled enforcement inspections available seven days per week.

Fire Prevention and Investigation services will be provided by CAL FIRE Prevention Officers trained in arson, commercial, and wildland fire investigation. Officers are available by appointment for site visits and consultations. Officers are trained at CAL FIRE’s Peace Officer Standard Training (POST) certified law enforcement training academy and they cooperate effectively with all local, state and federal law enforcement agencies.
6) Land Use/ Pre-Fire Planning Services – CAL FIRE staff will provide community land use planning, administration of Pre-Fire project work, including community outreach, development of community education programs, project quality control, maintenance of project records and submittal of progress reports, completion of required environmental documentation, acquisition of required permits and completion of other associated administrative duties. 7) Disaster planning services (listed in Exhibit E, Description of Other Services, attached hereto and made a part of this agreement)
8) Specific service descriptions and staffing coverage, by station (listed in Exhibit E, Description of Other Services, attached hereto and made a part of this agreement) 9) Extended Fire Protection Service Availability (Amador)

2. ADMINISTRATION
Under the requirements of California Public Resources Code Section 4114 and other provisions of law, STATE maintains fire prevention and firefighting services as outlined in Exhibit D, Schedule B of this agreement.

A. Director shall select and employ a Region Chief who shall, under the direction of the Director/Chief Deputy Director, manage all aspects of fire prevention and fire protection services and forestry-related programs.

B. Director will select and employ a Unit Chief who shall, under the supervision and direction of Director/Region Chief or a lawful representative, have charge of the organization described in Exhibit D, Schedules A, B and C included hereto and made a part of this agreement.

C. LOCAL AGENCY shall appoint the Unit Chief as the LOCAL AGENCY Fire Chief for all Emergency Fire Protection, Medical and Rescue Response Agreements, pursuant to applicable statutory authority. The Unit Chief may delegate this responsibility to qualified staff.

D. The Unit Chief may dispatch personnel and equipment listed in Exhibit D, Schedules A, B and C from the assigned station or location under guidelines established by LOCAL AGENCY and approved by STATE. Personnel and/or equipment listed in Exhibit D, Schedule B may be dispatched at the sole discretion of STATE.

Item #6.6.

Contractor Name: City of Calistoga
Contract No.: 1CA07242
Page No.: 5
E. The Unit Chief shall exercise professional judgment consistent with STATE policy and his or her employment by STATE in authorizing or making any assignments to emergencies and other responses, including assignments made in response to requests for mutual aid.

F. Except as may be otherwise provided for in this agreement, STATE shall not incur any obligation on the part of LOCAL AGENCY to pay for any labor, materials, supplies or services beyond the total set forth in the respective Exhibit D, Schedules A and C, as to the services to be rendered pursuant to each Schedule.

G. Nothing herein shall alter or amend or be construed to alter or amend any Collective Bargaining Agreement or Memorandum of Understanding between the State of California and its employees under the State Employer-Employee Relations Act.

3. SUPPRESSION COST RECOVERY
As provided in Health and Safety Code (H&SC) Section 13009, STATE may bring an action for collection of suppression costs of any fire caused by negligence, violation of law, or failure to correct noticed fire safety violations. When using LOCAL AGENCY equipment and personnel under the terms of this agreement, STATE may, at the request of LOCAL AGENCY, bring such an action for collection of costs incurred by LOCAL AGENCY. In such a case LOCAL AGENCY appoints and designates STATE as its agent in said collection proceedings. In the event of recovery, STATE shall deduct fees and litigation costs in a proportional percentage amount based on verifiable and justifiable suppression costs for the fire at issue. These recovery costs are for services provided which are beyond the scope of those covered by the local government administrative fee.

In all such instances, STATE shall give timely notice of the possible application of H&SC Section 13009 to the representative designated by LOCAL AGENCY.

4. MUTUAL AID
When rendering mutual aid or assistance as authorized in H&SC Sections 13050 and 13054, STATE may, at the request of LOCAL AGENCY, demand payment of charges and seek reimbursement of LOCAL AGENCY costs for personnel, equipment and operating expenses as funded herein, under authority given by H&SC Sections 13051 and 13054. STATE, in seeking said reimbursement pursuant to such request of LOCAL AGENCY, shall represent LOCAL AGENCY by following the procedures set forth in H&SC Section 13052. Any recovery of LOCAL AGENCY costs, less expenses, shall be paid or credited to LOCAL AGENCY, as directed by LOCAL AGENCY.

In all such instances, STATE shall give timely notice of the possible application of H&SC Sections 13051 and 13054 to the officer designated by LOCAL AGENCY.

5. PROPERTY PURCHASE AND ACCOUNTING
LOCAL AGENCY shall be responsible for all costs associated with property required by personnel to carry out this agreement. Employee uniform costs will be assessed to the LOCAL AGENCY through the agreement billing process. Personal Protective Equipment (PPE) costs shall be the responsibility of the LOCAL AGENCY. By mutual agreement, PPE meeting the minimum specifications established by the STATE may be purchased directly by the LOCAL AGENCY. Alternately, the STATE will supply all PPE and the LOCAL AGENCY will be billed for costs incurred.

All property provided by LOCAL AGENCY and by STATE for the purpose of providing fire protection services shall be marked and accounted for by the Unit Chief in such a manner as to conform to the regulations, if any, established by the parties for the segregation, care, and use of the respective properties.

Item #6.6.

Contractor Name: City of Calistoga
Contract No.: 1CA07242
Page No.: 6

EXHIBIT B

BUDGET DETAIL AND PAYMENT PROVISIONS

1. PAYMENT FOR SERVICES
A. LOCAL AGENCY shall pay STATE actual cost for fire protection services pursuant to this agreement an amount not to exceed that set forth in Exhibit D, Schedule A for each fiscal year. STATE shall prepare an Exhibit D, Schedule A each year, which shall be the basis for payment for the entire fiscal year for which services are provided.

B. Any other funds designated by LOCAL AGENCY to be expended under the supervision of or for use by a Unit Chief for fire protection services shall be set forth in Exhibit D, Schedule C. This clause shall not limit the right of LOCAL AGENCY to make additional expenditures, whether under Exhibit D, Schedule C or otherwise.

C. STATE shall invoice LOCAL AGENCY for the cost of fire protection services on a quarterly basis as follows:
1) For actual services rendered by STATE during the period of July 1 through September 30, by an invoice filed with LOCAL AGENCY on or after December 10. 2) For actual services rendered by STATE during the period October 1 through December 31, by an invoice filed with LOCAL AGENCY on or after December 31. 3) For actual services rendered by STATE during the period January 1 through March 31, by an invoice filed with LOCAL AGENCY on or after March 31. 4) For the estimated cost of services during the period April 1 through June 30, by an invoice filed in advance with LOCAL AGENCY on or after March 1. 5) A final statement shall be filed with LOCAL AGENCY by October 1 following the close of the fiscal year, reconciling the payments made by LOCAL AGENCY with the cost of the actual services rendered by STATE and including any other costs as provided herein, giving credit for all payments made by LOCAL AGENCY and claiming the balance due to STATE, if any, or refunding to LOCAL AGENCY the amount of any overpayment.
6) All payments by LOCAL AGENCY shall be made within thirty (30) days of receipt of invoice from STATE, or within thirty (30) days after the filing dates specified above, whichever is later.
7) The STATE reserves the right to adjust the frequency of billing and payment to a monthly cycle with a thirty (30) day written notice to the LOCAL AGENCY when:
a. The Director predicts a cash flow shortage, or
b. When determined by the Region Chief, after consulting with the Unit Chief and the LOCAL AGENCY Contract Administrator, that the LOCAL AGENCY may not have the financial ability to support the contract at the contract level.

D. Invoices shall include actual or estimated costs as provided herein of salaries and employee benefits for those personnel employed, charges for operating expenses and equipment and the administrative charge in accordance with Exhibit D, Schedule A.

When "contractual rates" are indicated, the rate shall be based on an average salary plus all benefits. "Contractual rates" means an all-inclusive rate established in Exhibit D, Schedule A for total costs to STATE, per specified position, for 24-hour fire protection services during the period covered.

Item #6.6.

Contractor Name: City of Calistoga
Contract No.: 1CA07242
Page No.: 7
E. STATE shall credit the LOCAL AGENCY, or cover behind at no cost, for the costs of Non-post (e.g. Fire Marshal, Training Officer, etc.) positions and equipment assigned to STATE responsibility fires or other STATE funded emergency incidents. The STATE shall notify the LOCAL AGENCY when this occurs.

2. COST OF OPERATING AND MAINTAINING EQUIPMENT AND PROPERTY The cost of maintaining, operating, and replacing any and all property and equipment, real or personal, furnished by the parties hereto for fire protection purposes, shall be borne by the party owning or furnishing such property or equipment unless otherwise provided for herein or by separate written agreement.

3. BUDGET CONTINGENCY CLAUSE
A. If the LOCAL AGENCY’s governing authority does not appropriate sufficient funds for the current year or any subsequent years covered under this Agreement, which results in an inability to pay the STATE for the services specified in this Agreement, the LOCAL AGENCY shall promptly notify the STATE and this Agreement will terminate pursuant to the notice periods required herein.

B. If funding for any fiscal year is reduced or deleted by the LOCAL AGENCY for purposes of this program, the LOCAL AGENCY shall promptly notify the STATE, and the STATE shall have the option to either cancel this Agreement with no liability occurring to the STATE, or offer an agreement amendment to LOCAL AGENCY to reflect the reduced amount, pursuant to the notice terms herein.

C. If the STATE Budget Act does not appropriate sufficient funds to provide the services for the current year or any subsequent years covered under this Agreement, which results in an inability to provide the services specified in this Agreement to the LOCAL AGENCY, the STATE shall promptly notify the LOCAL AGENCY, and this Agreement will terminate pursuant to the notice periods required herein.

D. If funding for any fiscal year is reduced or deleted by the STATE Budget Act for purposes of this program, the STATE shall promptly notify the LOCAL AGENCY, and the LOCAL AGENCY shall have the option to either cancel this Agreement with no liability occurring to the LOCAL AGENCY, or offer an agreement amendment to LOCAL AGENCY to reflect the reduced services, pursuant to the notice terms herein.

E. Notwithstanding the foregoing provisions in paragraphs A and B above, the LOCAL AGENCY shall remain responsible for payment for all services actually rendered by the STATE under this Agreement regardless of LOCAL AGENCY funding being reduced, deleted or not otherwise appropriated for this program. The LOCAL AGENCY shall promptly notify the STATE in writing of any budgetary changes that would impact this Agreement.

F. LOCAL AGENCY and STATE agree that this Budget Contingency Clause shall not relieve or excuse either party from its obligation(s) to provide timely notice as may be required elsewhere in this Agreement.

Item #6.6.

Contractor Name: City of Calistoga
Contract No.: 1CA07242
Page No.: 8

EXHIBIT C

GENERAL TERMS AND CONDITIONS

1. APPROVAL: This Agreement is of no force or effect until signed by both parties and approved by the Department of General Services, if required. STATE will not commence performance until such approval has been obtained.

2. AMENDMENT: This agreement may be amended by mutual consent of LOCAL AGENCY and STATE. No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or Agreement not incorporated in the Agreement is binding on any of the parties.

If during the term of this agreement LOCAL AGENCY shall desire a reduction in STATE civil service employees assigned to the organization provided for in Exhibit D, Schedule A, LOCAL AGENCY shall provide 120 days written notice of the requested reduction. Notification shall include the following: (1) The total amount of reduction; (2) The firm effective date of the reduction; and (3) The number of employees, by classification, affected by a reduction. If such notice is not provided, LOCAL AGENCY shall reimburse STATE for relocation costs incurred by STATE as a result of the reduction. Personnel reductions resulting solely from an increase in STATE employee salaries or STATE expenses occurring after signing this agreement and set forth in Exhibit D, Schedule A to this agreement shall not be subject to relocation expense reimbursement by LOCAL AGENCY.

If during the term of this agreement costs to LOCAL AGENCY set forth in any Exhibit D, Schedule A to this agreement increase and LOCAL AGENCY, in its sole discretion, determines it cannot meet such increase without reducing services provided by STATE, LOCAL AGENCY shall within one hundred twenty (120) days of receipt of such Schedule notify STATE and designate which adjustments shall be made to bring costs to the necessary level. If such designation is not received by STATE within the period specified, STATE shall reduce services in its sole discretion to permit continued operation within available funds.

3. ASSIGNMENT: This Agreement is not assignable by the LOCAL AGENCY either in whole or in part, without the consent of the STATE in the form of a formal written amendment.

4. EXTENSION OF AGREEMENT:

A. One year prior to the date of expiration of this agreement, LOCAL AGENCY shall give STATE written notice of whether LOCAL AGENCY will extend or enter into a new agreement with STATE for fire protection services and, if so, whether LOCAL AGENCY intends to change the level of fire protection services from that provided by this agreement. If this agreement is executed with less than one year remaining on the term of the agreement, LOCAL AGENCY shall provide this written notice at the time it signs the agreement and the one year notice requirement shall not apply.

B. If LOCAL AGENCY fails to provide the notice, as defined above in (A), STATE shall have the option to extend this agreement for a period of up to one year from the original termination date and to continue providing services at the same or reduced level as STATE determines would be appropriate during the extended period of this agreement. Six months prior to the date of expiration of this agreement, or any extension hereof, STATE shall give written notice to LOCAL AGENCY of any extension of this agreement and any change in the level of fire protection services STATE will provide during the extended period of this agreement.

Services provided and obligations incurred by STATE during an extended period shall be accepted by LOCAL AGENCY as services and obligations under the terms of this agreement.

Item #6.6.

Contractor Name: City of Calistoga
Contract No.: 1CA07242
Page No.: 9
C. The cost of services provided by STATE during the extended period shall be based upon the amounts that would have been charged LOCAL AGENCY during the fiscal year in which the extended period falls had the agreement been extended pursuant hereto. Payment by LOCAL AGENCY for services rendered by STATE during the extended period shall be as provided in Exhibit B, Section 1, B of this agreement.

5. AUDIT: STATE, including the Department of General Services and the Bureau of State Audits, and LOCAL AGENCY agree that their designated representative shall have the right to review and to copy any records and supporting documentation of the other party hereto, pertaining to the performance of this agreement. STATE and LOCAL AGENCY agree to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a longer period of records retention is stipulated, and to allow the auditor(s) of the other party access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. STATE and LOCAL AGENCY agree to a similar right to audit records and interview staff in any subcontract related to performance of this Agreement. (Gov. Code §8546.7, Pub. Contract Code §10115 et seq., CCR Title 2, Section 1896).

6. INDEMNIFICATION: Each party, to the extent permitted by law, agrees to indemnify, defend and save harmless the other party, its officers, agents and employees from (1) any and all claims for economic losses accruing or resulting to any and all contractors, subcontractors, suppliers, laborers and any other person, firm, or corporation furnishing or supplying work services, materials or supplies to that party and (2) from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by that party, in the performance of any activities of that party under this agreement, except where such injury or damage arose from the sole negligence or willful misconduct attributable to the other party or from acts not within the scope of duties to be performed pursuant to this agreement; and (3) each party shall be responsible for any and all claims that may arise from the behavior and/or performance of its respective employees during and in the course of their employment to this cooperative agreement.

7. DISPUTES: LOCAL AGENCY shall select and appoint a "Contract Administrator" who shall, under the supervision and direction of LOCAL AGENCY, be available for contract resolution or policy intervention with the STATE’s Region Chief when, upon determination by the designated STATE representative, the Unit Chief acting as LOCAL AGENCY’s Fire Chief under this agreement faces a situation in which a decision to serve the interest of LOCAL AGENCY has the potential to conflict with STATE interest or policy. Any dispute concerning a question of fact arising under the terms of this agreement which is not disposed of within a reasonable period of time by the LOCAL AGENCY and STATE employees normally responsible for the administration of this agreement shall be brought to the attention of the CAL FIRE Director or designee and the Chief Executive Officer (or designated representative) of the LOCAL AGENCY for joint resolution. For purposes of this provision, a “reasonable period of time” shall be ten (10) calendar days or less. STATE and LOCAL AGENCY agree to continue with the responsibilities under this Agreement during any dispute.

8. TERMINATION FOR CAUSE/CANCELLATION:

A. If LOCAL AGENCY fails to remit payments in accordance with any part of this agreement, STATE may terminate this agreement and all related services upon 60 days written notice to LOCAL AGENCY. Termination of this agreement does not relieve LOCAL AGENCY from providing STATE full compensation in accordance with terms of this agreement for services actually rendered by STATE pursuant to this agreement.

Item #6.6.

Contractor Name: City of Calistoga
Contract No.: 1CA07242
Page No.: 10
B. This agreement may be cancelled at the option of either STATE or LOCAL AGENCY at any time during its term, with or without cause, on giving one year’s written notice to the other party. Either LOCAL AGENCY or STATE electing to cancel this agreement shall give one year’s written notice to the other party prior to cancellation.

9. INDEPENDENT CONTRACTOR: Unless otherwise provided in this agreement LOCAL AGENCY and the agents and employees of LOCAL AGENCY, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the STATE.

10. NON-DISCRIMINATION CLAUSE: During the performance of this agreement, LOCAL AGENCY shall be an equal opportunity employer and shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS) mental disability, medical condition (e.g.cancer), age (over 40), marital status, denial of family care leave, veteran status, sexual orientation, and sexual identity. LOCAL AGENCY shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. LOCAL AGENCY shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. LOCAL AGENCY shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement.

In addition, LOCAL AGENCY acknowledges that it has obligations relating to ethics, Equal Employment Opportunity (EEO), the Fire Fighter’s Bill of Rights Act (FFBOR), and the Peace Officer’s Bill of Rights Act (POBOR). LOCAL AGENCY shall ensure that its employees comply with all the legal obligations relating to these areas. LOCAL AGENCY shall ensure that its employees are provided appropriate training.

11. TIMELINESS: Time is of the essence in the performance of this agreement.

12. COMPENSATION: The consideration to be paid STATE, as provided herein, shall be in compensation for all of STATE’s expenses incurred in the performance hereof, including travel, per Diem, and taxes, unless otherwise expressly so provided.

13. GOVERNING LAW: This agreement is governed by and shall be interpreted in accordance with the laws of the State of California.

14. CHILD SUPPORT COMPLIANCE ACT: “For any Agreement in excess of $100,000, the LOCAL AGENCY acknowledges in accordance with Public Contract Code 7110, that:

A. The LOCAL AGENCY recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and
B. The LOCAL AGENCY, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department.” Item #6.6.

Contractor Name: City of Calistoga
Contract No.: 1CA07242
Page No.: 11

15. UNENFORCEABLE PROVISION: In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby.

16. COMPLIANCE WITH THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY

ACT (HIPAA)
The STATE and LOCAL AGENCY have a responsibility to comply with the provisions of the 1996 Federal Health Insurance Portability and Accountability Act (HIPAA) and the 2001 State Health Insurance Portability and Accountability Implementation Act. HIPAA provisions become applicable once the association and relationships of the health care providers are determined by the LOCAL AGENCY. It is the LOCAL AGENCY’S responsibility to determine their status as a “covered entity” and the relationships of personnel as “health care providers”, “health care clearinghouse”, “hybrid entities”, business associates”, or “trading partners”. STATE personnel assigned to fill the LOCAL AGENCY’S positions within this Agreement, and their supervisors, may fall under the requirements of HIPAA based on the LOCAL AGENCY’S status. It is the LOCAL AGENCY’S responsibility to identify, notify, train, and provide all necessary policy and procedures to the STATE personnel that fall under HIPAA requirements so that they can comply with the required security and privacy standards of the act.

17. LIABILITY INSURANCE
The STATE and LOCAL AGENCY shall each provide proof of insurance in a form acceptable to the other party at no cost one to the other, to cover all services provided and use of local government facilities covered by this agreement. If LOCAL AGENCY is insured and/or self-insured in whole or in part for any losses, LOCAL AGENCY shall provide a completed Certification of Self Insurance (Exhibit D, Schedule E) or certificate of insurance, executed by a duly authorized officer of LOCAL AGENCY. Upon request of LOCAL AGENCY the STATE shall provide a letter from DGS, Office Risk and Insurance Management executed by a duly authorized officer of STATE. If commercially insured in whole or in part, a certificate of such coverage executed by the insurer or its authorized representative shall be provided.

Said commercial insurance or self-insurance coverage of the LOCAL AGENCY shall include the following:

A. Fire protection and emergency services - Any commercial insurance shall provide at least general liability for $5,000,000 combined single limit per occurrence.

B. Dispatch services – Any commercial insurance shall provide at least general liability for $1,000,000 combined single limit per occurrence.

C. The CAL FIRE, State of California, its officers, agents, employees, and servants are included as additional insured’s for purposes of this contract.

D. The STATE shall receive thirty (30) days prior written notice of any cancellation or change to the policy at the addresses listed on page 2 of this agreement.

18. WORKERS COMPENSATION: (only applies where local government employees/volunteers are supervised by CAL FIRE, as listed in Exhibit D Schedule C. STATE contract employees’ workers compensation is included as part of the contract personnel benefit rate).

A. Workers' Compensation and related benefits for those persons, whose use or employment is contemplated herein, shall be provided in the manner prescribed by California Labor Codes, State Interagency Agreements and other related laws, rules, insurance policies, collective bargaining agreements, and memorandums of understanding.

Item #6.6.

Contractor Name: City of Calistoga
Contract No.: 1CA07242
Page No.: 12
B. The STATE Unit Chief administering the organization provided for in this agreement shall not use, dispatch or direct any non STATE employees, on any work which is deemed to be the responsibility of LOCAL AGENCY, unless and until LOCAL AGENCY provides for Workers' Compensation benefits at no cost to STATE. In the event STATE is held liable, in whole or in part, for the payment of any Worker's Compensation claim or award arising from the injury or death of any such worker, LOCAL AGENCY agrees to compensate STATE for the full amount of such liability.

C. The STATE /LOCAL AGENCY shall receive proof of Worker’s Compensation coverage and shall be notified of any cancellation and change of coverage at the addresses listed in Section 1.

19. CONFLICT OF INTEREST: LOCAL AGENCY needs to be aware of the following provisions regarding current or former state employees. If LOCAL AGENCY has any questions on the status of any person rendering services or involved with the Agreement, the STATE must be contacted immediately for clarification.

Current State Employees (Public Contract Code §10410):
1) No officer or employee shall engage in any employment, activity or enterprise from which the officer or employee receives compensation or has a financial interest and which is sponsored or funded by any state agency, unless the employment, activity or enterprise is required as a condition of regular state employment.
2) No officer or employee shall contract on his or her own behalf as an independent contractor with any state agency to provide goods or services.

Former State Employees (Public Contract Code §10411):
1) For the two-year period from the date he or she left state employment, no former state officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements or any part of the decision-making process relevant to the contract while employed in any capacity by any state agency. 2) For the twelve-month period from the date he or she left state employment, no former state officer or employee may enter into a contract with any state agency if he or she was employed by that state agency in a policy-making position in the same general subject area as the proposed contract within the 12-month period prior to his or her leaving state service.

If LOCAL AGENCY violates any provisions of above paragraphs, such action by LOCAL AGENCY shall render this Agreement void. (Public Contract Code §10420) Members of boards and commissions are exempt from this section if they do not receive payment other than payment of each meeting of the board or commission, payment for preparatory time and payment for per diem. (Public Contract Code §10430 (e))

20. LABOR CODE/WORKERS' COMPENSATION: LOCAL AGENCY needs to be aware of the provisions which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions, and LOCAL AGENCY affirms to comply with such provisions before commencing the performance of the work of this Agreement. (Labor Code Section 3700)

21. AMERICANS WITH DISABILITIES ACT: LOCAL AGENCY assures the State that it complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis Item #6.6.

Contractor Name: City of Calistoga
Contract No.: 1CA07242
Page No.: 13
of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et seq.)

22. LOCAL AGENCY NAME CHANGE: An amendment is required to change the LOCAL AGENCY’S name as listed on this Agreement. Upon receipt of legal documentation of the name change the STATE will process the amendment. Payment of invoices presented with a new name cannot be paid prior to approval of said amendment.

23. RESOLUTION: A county, city, district, or other local public body must provide the STATE with a copy of a resolution, order, motion, or ordinance of the local governing body which by law has authority to enter into an agreement, authorizing execution of the agreement.

24. AIR OR WATER POLLUTION VIOLATION: Under the State laws, the LOCAL AGENCY shall not be: (1) in violation of any order or resolution not subject to review promulgated by the State Air Resources Board or an air pollution control district; (2) subject to cease and desist order not subject to review issued pursuant to Section 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions; or (3) finally determined to be in violation of provisions of federal law relating to air or water pollution.

25. AFFIRMATIVE ACTION. STATE certifies its compliance with applicable federal and State hiring requirements for persons with disabilities, and is deemed by LOCAL AGENCY to be in compliance with the provisions of LOCAL AGENCY’S Affirmative Action Program for Vendors.

26. DRUG AND ALCOHOL-FREE WORKPLACE. As a material condition of this Agreement, STATE agrees that it and its employees, while performing service for LOCAL AGENCY, on LOCAL AGENCY property, or while using LOCAL AGENCY equipment, shall comply with STATE’s Employee Rules of Conduct as they relate to the possession, use, or consumption of drugs and alcohol.

27. ZERO TOLERANCE FOR FRAUDULENT CONDUCT IN LOCAL AGENCY SERVICES.

STATE shall comply with any applicable “Zero Tolerance for Fraudulent Conduct in LOCAL AGENCY Services.” There shall be “Zero Tolerance” for fraud committed by contractors in the administration of LOCAL AGENCY programs and the provision of LOCAL AGENCY services.

Upon proven instances of fraud committed by the STATE in connection with performance under the Agreement, the Agreement may be terminated consistent with the termination for cause/cancellation term, Exhibit C, section 8, subsection B, of Cooperative Fire Programs Fire Protection Reimbursement Agreement, LG-1, between the California Department of Forestry and Fire Protection (CAL FIRE) and the LOCAL AGENCY.

28. CONFIDENTIAL INFORMATION. “Confidential information” means information designated by CAL FIRE and/or the LOCAL AGENCY disclosure of which is restricted, prohibited or privileged by State and federal law. Confidential Information includes, but is not limited to, information exempt from disclosure under the California Public Records Act (Government Code Sections 6250 et seq.) Confidential Information includes but is not limited to all records as defined in Government Code section 6252 as well as verbal communication of Confidential Information.

Any exchange of Confidential Information between parties shall not constitute a “waiver” of any exemption pursuant to Government Code section 6254.5
CAL FIRE and LOCAL AGENCY personnel allowed access to information designated as Confidential Information shall be limited to those persons with a demonstrable business need for such access. CAL FIRE and LOCAL AGENCY agree to provide a list of authorized personnel in writing as required by Government Code section 6254.5(e). CAL FIRE and the LOCAL Item #6.6.

Contractor Name: City of Calistoga
Contract No.: 1CA07242
Page No.: 14
AGENCY agree to take all necessary measures to protect Confidential Information and shall impose all the requirements of this Agreement on all of their respective officers, employees and agents with regards to access to the Confidential Information. A Party to this Contract who experiences a security breach involving Confidential Information covered by this Contract, agrees to promptly notify the other Party of such breach

29. ENTIRE AGREEMENT: This agreement contains the whole agreement between the Parties. It cancels and supersedes any previous agreement for the same or similar services.

Item #6.6.

Contractor Name: City of Calistoga
Contract No.: 1CA07242
Page No.: 15

EXHIBIT D

ADDITIONAL PROVISIONS
EXCISE TAX: State of California is exempt from federal excise taxes, and no payment will be made for any taxes levied on employees' wages. STATE will pay any applicable State of California or local sales or use taxes on the services rendered or equipment or parts supplied pursuant to this agreement. The STATE may pay any applicable sales and use tax imposed by another state.

Schedules
The following Schedules are included as part of this agreement (check boxes if they apply):

A. Fiscal Display, PRC 4142 AND/OR PRC 4144 - STATE provided LOCAL AGENCY funded fire protection services. STATE-owned vehicles shall be operated and maintained in accordance with policies of STATE at rates listed in Exhibit D, Schedule A.

B. STATE Funded Resource - A listing of personnel, crews and major facilities of the STATE overlapping or adjacent to the local agency area that may form a reciprocal part of this agreement.

C. LOCAL AGENCY Provided Local Funded Resources - A listing of services, personnel, equipment and expenses, which are paid directly by the local agency, but which are under the supervision of the Unit Chief.

D. LOCAL AGENCY Owned STATE Maintained Vehicles - Vehicle information pertaining to maintenance responsibilities and procedures for local agency-owned vehicles that may be a part of the agreement.

LOCAL AGENCY-owned firefighting vehicles shall meet and be maintained to meet minimum safety standards set forth in Title 49, Code of Federal Regulations; and Titles 8 and 13, California Code of Regulations.

LOCAL AGENCY-owned vehicles that are furnished to the STATE shall be maintained and operated in accordance to LOCAL AGENCY policies. In the event LOCAL AGENCY does not have such policies, LOCAL AGENCY-owned vehicles shall be maintained and operated in accordance with STATE policies. The cost of said vehicle maintenance and operation shall be at actual cost or at rates listed in Exhibit D, Schedule D.

Exhibit D, Schedule D is incorporated into this section if LOCAL AGENCY-owned vehicles listed in Exhibit D, Schedule D are to be operated, maintained, and repaired by STATE.

LOCAL AGENCY assumes full responsibility for all liabilities associated therewith in accordance with California Vehicle Code Sections 17000, 17001 et seq. STATE employees operating LOCAL AGENCY-owned vehicles shall be deemed employees of LOCAL AGENCY, as defined in Vehicle Code Section 17000. Except where LOCAL AGENCY would have no duty to indemnify STATE under Exhibit C, Section 6 for all LOCAL AGENCY-owned vehicles operated or used by employees of STATE under this agreement.

Item #6.6.

Contractor Name: City of Calistoga
Contract No.: 1CA07242
Page No.: 16
LOCAL AGENCY employees, who are under the supervision of the Unit Chief and operating STATE-owned motor vehicles, as a part of the duties and in connection with fire protection and other emergency services, shall be deemed employees of STATE, as defined in Vehicle Code Section 17000 for acts or omissions in the use of such vehicles. Except where STATE would have no duty to indemnify LOCAL AGENCY under Exhibit C, Section 6.

E. Certification of Insurance - Provider Insurance Certification and/or proof of selfinsurance.

Item #6.6.

Fiscal Year: 2025 PS Sub Total $73,338
Index: 1400 Unit: LNU OE Sub Total $2,125
PCA 17301 Admin $8,127 1CA07242
PRC: 4142 Total $83,590
Comments Overtime Total: $0
Staff Benefit Rate as of 7/1/23 for POF Classifications 93.92% Staff Benefit Rate as of 7/1/23 for SAF Classifications 67.30% Staff Benefit Rate as of 7/1/23 for MIS Classifications 81.85% Number of Positions Classification/ad-ons (Pick From List) RET. Period Salary Months
Salary
Rate Total Salary EDWC Rate EDWC Periods Total EDWC Salary Benefits FFI UI EDWC Benefits Total Salary &
EDWC
Total Position
Cost
1 Communications Operator, Range B SAF 6 $7,306 $43,836 $0 0 $0 $29,502 $0 $0 $73,338 $73,338 Night-Shift Pay Differential SAF 6 $303 $0 $0 $0 $0 $0
SAF $0 $0 $0 $0 $0 $0
SAF $0 $0 $0 $0 $0 $0
SAF $0 $0 $0 $0 $0 $0
Overtime SAF $0 $0 $0 $0
$0 $0 $0 0 $0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
Overtime $0 $0 $0 $0
$0 $0 $0 0 $0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
Overtime $0 $0 $0 $0
$0 $0 $0 0 $0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
Overtime $0 $0 $0 $0
Operating Expense

1.45%
Category (Pick from List) Details Number Months Rate Sub-Total Uniform Benefits Total FY 25/26 $83,590 UNIFORM ALLOWANCE FOR COMM OP 1 6 $104 625 $ 625 $ FY 26/27 (+5%) $87,769 UTILITIES 1 6 $150 900 $ 900 $ FY 27/28 (+5%) $92,158
GENERAL EXPENSE 1 6 $100 600 $ 600 $ Total $263,517
$ - $ -
$ - $ -
$ - $ -
$ - $ -
$ - $ -
$ - $ -
Total OE 2,125 $
This is a Schedule A - 4142 of the Cooperative Agreement, dated July 1, 2025 between the City of Calistoga and The California Department of Forestry and Fire Protection (CAL FIRE)
Contract Name: Calistoga Dispatching
Contract No.:

Page No.:

CAL FIRE Unit Chief
CAL FIRE Region Chief
Matt Ryan
George Morris III
Item #6.6.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Greg Desmond, Planning & Building Director
Meeting: City Council - Jun 24 2025
Subject: Agreement for Exchange of Easements and Construction of a Pathway DESCRIPTION:

Agreement for Exchange of Easements and Construction of a Pathway RECOMMENDATION:

Consider Adopting the Resolution
SUMMARY:

The City and a private property Owner have entered into an easement agreement for the exchange of easements and the construction of a pathway the locations of which are outlined in the attached Easement Agreement and Exhibits document.
 City is the owner of approximately 1.13 acres of real property located at 1227 Washington Street, designated as A.P.N.s 011-221-010 and 011-221-025.  Owner has purchased real property located at 1343 Lincoln Avenue, designated as A.P.N.s 011-221-019 and 011-221-020.

City and Owner enter into this Easement Agreement in the context of Owner’s recent purchase of the real property located at 1343 Lincoln Avenue.

ANALYSIS:

This exchange of easements involves the city granting utility, access and drainage easements over portions of the above mentioned city owned parcels in exchange for pedestrian access easements through the private parcel located at 1343 Lincoln Avenue to the same city owned parcels.

Additionally, the owner of the private parcel located at 1343 Lincoln Avenue will construct a pedestrian pathway on the city owned parcels, connecting the existing Napa River pathway with the existing pathway at 1343 Lincoln Avenue.

FINANCIAL IMPACT:

This exchange of easements between the City and the Owner has no financial impact.

CEQA STATUS:

Pursuant to CEQA Guidelines Section 15378, the proposed action does not constitute a "project" as defined by CEQA. The action involves general policy direction, ministerial activities, or organizational or fiscal decisions that do not result in a direct or reasonably foreseeable indirect physical change in the environment. For this reason, the proposed action is not subject to Item #6.7.

environmental review requirements as established by the California Code of Regulations, Title 14, Sections 15000-15387 (and Public Resources Code Section 21000-21189.70.10).

ATTACHMENT(S):

Easement Agreement Resolution
Easement Agreements and Exhibits
APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Jun 13 2025 Laura Snideman, City of Calistoga | City Manager Approved - Jun 17 2025 Yudiana Galvan, City of Calistoga | City Clerk Approved - Jun 17 2025 Item #6.7.

4920-0189-6010 v1
RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA APPROVING AND AUTHORIZING: 1) EXECUTION OF AN

AGREEMENT FOR EXCHANGE OF EASEMENTS (INCLUDING

ESCROW INSTRUCTIONS) AND CONSTRUCTION OF PATHWAY
WITH THEOREM LEGACY LLC; 2) GRANTS OF EASEMENTS OVER
CITY PROPERTY GENERALLY LOCATED AT 1227 WASHINGTON
STREET; 3) ACCEPTANCE OF A PEDESTRIAN AND ACCESS
EASEMENT GENERALLY LOCATED AT 1343 LINCOLN AVENUE;

AND FINDING THAT THE EASEMENT EXCHANGE IS EXEMPT FROM
CEQA.

WHEREAS, City is the owner of that certain approximately 1.13 acres of real property generally located at 1227 Washington Street, in the City of Calistoga, County of Napa, State of California designated as Assessor’s Parcel Numbers (APN) 011-221- 010 and 011-221-025 (the “City Property”); and
WHEREAS, Theorem Legacy LLC (“Owner”) has purchased that certain approximately .39 acre of real property generally located at 1343 Lincoln Avenue, in the City of Calistoga, County of Napa, State of California designated as APNs 011-221-019 and 011-221-020 (the “Owner Property”); and
WHEREAS, to effectuate Owner’s use of the Owner Property, City has agreed to grant Owner an easement for access, utilities, and storm drain facilities over APN 011- 221-025, and an easement to formalize existing access use and provide utility use over APN 011-221-010, in exchange for Owner’s grant to City of an easement for public pathway purposes over the Owner Property and Owner’s agreement to construct certain pathway improvements on City Property; and
WHEREAS, the proposed easement exchange has been reviewed in accordance with the California Environmental Quality Act (“CEQA”) and the exchange itself will not have an impact on the environment and is therefore exempt from CEQA review pursuant to CEQA Guidelines Section 15061(b)(3), the “general rule” exemption, which states that, where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is exempt from CEQA.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Calistoga as follows:

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

2. The City Council finds that the proposed easement exchange is exempt from CEQA review pursuant to CEQA Guidelines Section 15061(b)(3), the “general rule” Item #6.7.

4920-0189-6010 v1 -2-
exemption where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. The proposed action would grant certain easements and allow for the construction of minimal pathway work.

3. The City Council hereby approves and authorizes the City Manager to execute the Agreement for Exchange of Easements (Including Escrow Instructions) and Construction of Pathway with Theorem Legacy LLC, in substantially similar form as provided in Exhibit 1, subject to minor modifications as may be approved by the City Attorney (“Exchange Agreement”).

4. The City Manager is further authorized to execute and grant Owner easements over City Property in the forms attached to the Exchange Agreement, to accept a pathway and access easement on behalf of the City of Calistoga in the form attached to the Exchange Agreement, and to take any and all other actions and execute all other documents as necessary or reasonably required to carry out, give effect to, and consummate the transactions contemplated by this Resolution.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Calistoga at a regular meeting thereof held this 24th day of June, 2025, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:
________________________________
Don Williams, Mayor
ATTEST:
______________________________
Yudiana Galvan, City Clerk
Item #6.7.

Item #6.7.

4928-1106-7214 v1
1 AGREEMENT FOR EXCHANGE OF EASEMENTS
(INCLUDING ESCROW INSTRUCTIONS) AND

CONSTRUCTION OF PATHWAY

THIS AGREEMENT FOR EXCHANGE OF EASEMENTS (INCLUDING ESCROW INSTRUCTIONS) AND CONSTRUCTION OF PATHWAY (the "Agreement") is entered into as of June __, 2025 (the date of last execution of this Agreement by the parties as indicated on the signature page hereof), by and between CITY OF CALISTOGA, a municipal corporation of the State of California ("City"), and THEOREM LEGACY LLC, a Texas limited liability company ("Owner"). City and Owner may each be referred to as a “Party” and shall be collectively referred to as the “Parties.”

R E C I T A L S
A. City is the owner of that certain approximately 1.13 acres of real property generally located at 1227 Washington Street, in the City of Calistoga, County of Napa, State of California designated as A.P.N.s 011-221-010 and 011-221-025 (the "City Property").

B. Owner has purchased that certain approximately .39 acre of real property generally located at 1343 Lincoln Avenue, in the City of Calistoga, County of Napa, State of California designated as A.P.N.s 011-221-019 and 011-221-020 (the "Owner Property"). The City Property and the Owner Property are depicted on the Site Map attached as Exhibit A.

C. City and Owner enter into this Agreement in the context of Owner’s recent purchase of the Owner Property from Seller.

D. To effectuate use of the Property, the City has agreed to grant Owner an easement for access, utilities, and storm drain facilities over A.P.N. 011-221-025 of the City Property, and an easement to formalize existing access use and provide utility use over A.P.N. 011-221-010 of the City Property, in exchange for Owner’s grant to City of an easement for public pathway purposes over A.P.N. 011-221-019 of the Owner Property and Owner’s construction of certain pathway improvements over A.P.N. 011-221-025 of the City Property, all pursuant to the terms and conditions set forth herein.

A G R E E M E N T
NOW THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is hereby mutually agreed between the parties as follows:

1. Agreement to Exchange. In consideration of City's grant to Owner of: (a) easements for access, utilities, and storm drain facilities over 011-221-025; and (b) easements to formalize existing access use and provide utility use over A.P.N. 011-221-010 of the City Property (collectively, the “Owner Easements”), Owner shall grant to City, and City shall accept from Owner an easement for public access over the Owner Property (“City Public Access Easement”). In addition, Owner shall a construct a public pathway on the City Property, as Item #6.7.

4928-1106-7214 v1
2 described below in Paragraph 9 (“Public Pathway Work”). The easement areas being conveyed to Owner are legally described in the exhibits to the Owner Easement and are referred to herein as the Owner Easement Areas. The easement area being conveyed to City is legally described in the exhibit to the City Public Access Easement and is referred to herein as the Public Access Easement Area.

2. Exchange Value. City and Owner agree that the value of the Owner Easements is approximately equal to the value of the City Public Access Easement and cost of the Public Pathway Work.

3. Conveyance of Easements.

3.1. At close of escrow, Owner shall convey to City the City Public Access Easement through execution and recording of an easement substantially in the same form as attached as Exhibit B (the “Public Access Easement Agreement”).

3.2. At close of Escrow, City shall convey to Owner the Owner Easements through execution and recording of the two easement agreements substantially in the same form as attached as Exhibit C (the “Owner Easement Agreements”).

4. Title Insurance Policies. City and Owner shall each pay any title policy premium for any title insurance policy party they desire to purchase.

5. Escrow. Owner has opened an escrow (the "Escrow") with Old Republic Title Company (the "Escrow Agent") for the exchange of the easements. This Agreement, together with any supplemental escrow instructions prepared by Escrow Agent and executed by City and Owner, constitutes the joint escrow instructions of City and Owner as to the easements described herein, and Escrow Agent to whom these instructions are delivered is hereby empowered to act under this Agreement. The parties hereto agree to do all acts necessary to close this Escrow in the shortest possible time.

5.1. Easement Agreements. Prior to the close of Escrow, Owner shall execute, acknowledge and deliver into Escrow the Public Access Easement Agreement and City shall execute, acknowledge and deliver into Escrow the Owner Easement Agreements and a Certificate of Acceptance for the Public Access Easement Agreement in a form provided by City.

6. Escrow Agent Authorization. Escrow Agent is authorized to, and shall:

6.1. Pay and Charge Owner. Pay and charge Owner for any amount necessary to issue a title policy desired by Owner.

6.2. Pay and Charge City. Pay and charge City for any amount necessary to issue a title policy desired by City.

6.3. Recordation and Delivery. Record the Owner Easement Agreements, Public Access Easement Agreement, and Certificate of Acceptance; and deliver any title policies Item #6.7.

4928-1106-7214 v1
3 and Non-Foreign Transferor Declarations to City and Owner, when conditions of the Escrow have been fulfilled by City, Owner, and Seller.

6.4. Close of Escrow. The term "close of Escrow," if and where written in these instructions, shall mean the date thirty days from execution of this Agreement.

6.5. Time Limits. All time limits within which any matter specified is to be performed may be extended by mutual agreement of the parties. Any amendment of, or supplement to, any instructions must be in writing.

6.6. Escrow Fees, Charges and Costs. Owner shall each pay all fees, charges, and costs which arise in this Escrow. City shall pay only the cost of any title insurance policy if desired by City pursuant to Paragraph 4 above.

7. Conditions Precedent to Close of Escrow.

7.1. City's Conditions Prior to Closing. The obligation of the City to complete this exchange is subject to the satisfaction or waiver by City of all of the following conditions:
a. Owner shall deliver through Escrow an executed, acknowledged and recordable Public Access Easement Agreement as set forth in Paragraph 3.1. b. Owner shall deliver through Escrow such other funds and documents as are necessary to comply with Owner's obligations under this Agreement, exclusive of Owner’s post-closing obligation of Public Pathway Work. c. Owner shall not be in default of any of its obligations under the terms of this Agreement, and all of Owner's representations and warranties made as of the date of this Agreement shall continue to be true and correct as of the close of Escrow. d. City shall have approved the condition of title to the Public Access Easement Area and Escrow Agent shall have committed to deliver to City a title insurance policy if required by City pursuant to Paragraph 4 hereof.

On failure of any of the conditions set forth above, City may terminate its obligations under this Agreement with no further liability to Owner by giving notice to Owner on or before close of Escrow. City's failure to elect to terminate its obligations shall constitute a waiver of the condition by City.

7.2. Owner's Conditions Precedent to Closing. The obligation of Owner to complete the exchange of the easements is subject to the satisfaction or waiver by Owner of all the following conditions:
a. City shall deliver through Escrow an executed, acknowledged and recordable Owner Easement Agreements as set forth in Paragraph 3.2.

Item #6.7.

4928-1106-7214 v1
4 b. City shall not be in default of any of its obligations under the terms of this Agreement, and all of City's representations and warranties made as of the date of this Agreement shall continue to be true and correct as of the close of Escrow. c. City shall deliver through Escrow such other funds and documents as are necessary to comply with City's obligations under this Agreement. d. Owner shall have approved the condition of title to the Owner Easement Areas and Escrow Agent shall have committed to deliver to Owner a title insurance policy if required by Owner pursuant to Paragraph 4 hereof.

On failure of any of the conditions set forth above, Owner may terminate its obligations under this Agreement with no further liability to City by giving notice to City on or before the close of Escrow. Owner's failure to elect to terminate its obligations shall constitute a waiver of the condition by Owner.

8. Acceptance of Properties As-Is.

8.1. City acknowledges and agrees that prior to the close of Escrow it will have had full opportunity to inspect and investigate every aspect of the Owner Property and the Public Access Easement Area, including all matters related to legal status or requirements, physical condition, zoning, environmental condition, title and all other matters of significance. City specifically acknowledges and agrees that it is accepting the Public Access Easement Area in an "AS IS" condition and "WITH ALL FAULTS" as of the date of close of Escrow. Except as expressly set forth in this Agreement, no statements, representations or warranties have been made or are made and no responsibility has been or is assumed by Owner, or by any officer, employee, person, firm, agent or representative acting or purporting to act on behalf of Owner, as to any matters concerning, or that might in any manner affect, the Owner Property and Public Access Easement Area, including the condition or repair of the Owner Property and Public Access Easement Area or the value thereof, and City is not relying upon any such statement, representation or warranty.

8.2. Owner acknowledges and agrees that prior to the close of Escrow it will have had full opportunity to inspect and investigate every aspect of the City Property, including all matters related to legal status or requirements, physical condition, zoning, environmental condition, title and all other matters of significance. Owner specifically acknowledges and agrees that the Owner Easement Areas are being accepted in an "AS IS" condition and "WITH ALL FAULTS" as of the date of close of Escrow. Except as expressly set forth in this Agreement, no statements, representations or warranties have been made or are made and no responsibility has been or is assumed by City, or by any officer, employee, person, firm, agent or representative acting or purporting to act on behalf of City, as to any matters concerning, or that might in any manner affect, the City Property or the Owner Easement Areas, including the condition or repair of the City Property or the value or income potential thereof, and Owner is not relying upon any such statement, representation or warranty.

9. Installation of Pathway. Owner agrees to design and construct, at Owner’s sole cost and expense, a four foot wide concrete path on the portion of the City Property depicted in Item #6.7.

4928-1106-7214 v1
5 Exhibit D (the “Public Path”). Owner shall prepare plans and specifications for the Public Path within three months of the close of Escrow, subject to review and approval by the City. The construction of the Public Path shall be completed in accordance with City-approved plans and all governmental regulations (“Public Path Work”). Owner and City shall coordinate on the timing for the Public Path Work. The Public Path Work shall be completed upon the earlier of:
(1) issuance of a certificate of occupancy for the renovation project on the Owner Property; or (2) two years from the date of this Agreement. This obligation shall survive the close of Escrow.

10. Closing Statement. Owner and City hereby instruct Escrow Agent to release copies of their respective closing statements to each other.

11. Warranties, Representations, and Covenants of City. City hereby warrants, represents, and/or covenants to Owner that:

11.1. Pending Claims. To the best of City's knowledge, there are no actions, suits, claims, legal proceedings, or any other proceedings affecting the Owner Easement Areas or any portion thereof, at law, or in equity before any court or governmental agency, domestic or foreign.

11.2. City's Title. Until the close of Escrow, City shall not do anything which would impair City's title to any of the Owner Easement Areas.

11.3. Conflict with Other Obligation. To the best of City's knowledge, neither the execution of this Agreement nor the performance of the obligations herein will conflict with, or breach any of the provisions of any bond, note, evidence of indebtedness, contract, lease, covenants, conditions and restrictions, or other agreement or instrument to which City or the City Property may be bound.

11.4. Authority. City is the owner of and has the full right, power, and authority to sell, convey, and transfer the Owner Easements to Owner as provided herein and to carry out City's obligations hereunder. Each party executing this Agreement on behalf of City is duly and validly authorized to do so on behalf of City.

11.5. Change of Situation. Until the close of Escrow, City shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Paragraph 11 (14.1 through 11.5, inclusive) not to be true as of the close of Escrow, immediately give written notice of such fact or condition to Owner.

12. Warranties, Representations, and Covenants of Owner. Owner hereby warrants, represents, and/or covenants to City that:

12.1. Pending Claims. To the best of Owner's knowledge, there are no actions, suits, claims, legal proceedings, or any other proceedings affecting the Owner Property or any portion thereof, at law, or in equity before any court or governmental agency, domestic or foreign.

12.2. Owner's Title. Until the close of Escrow, Owner shall not do anything which would impair Owner's title to the Public Access Easement Area.

Item #6.7.

4928-1106-7214 v1
6 .

12.3. Conflict with Other Obligation. To the best of Owner's knowledge, neither the execution of this Agreement nor the performance of the obligations herein will conflict with, or breach any of the provisions of any bond, note, evidence of indebtedness, contract, lease, covenants, conditions and restrictions, or other agreement or instrument to which the Owner Property or Public Access Easement Area may be bound.

12.4. Authority. Owner is the owner of and has the full right, power, and authority to sell, convey, and transfer the Owner Property and the Public Access Easement to City as provided herein and to carry out Owner's other obligations hereunder.

12.5. Bankruptcy. Neither Owner nor any related entity is the subject of a bankruptcy proceeding, and permission of a bankruptcy court is not necessary for Owner to be able to receive title to and transfer the Owner Property and the Public Access Easement as provided herein.

12.6. Change of Situation. Until the close of Escrow, Owner shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Paragraph 12 (15.1 through 15.5, inclusive) not to be true as of the close of Escrow, immediately give written notice of such fact or condition to City.

13. Broker's Commission. Owner and City each warrants and represents that it has not engaged the services of any agent, finder or broker in connection with the transaction which is the subject of this Agreement, and that it is not liable for any real estate commissions, broker's fees or finder's fees which may accrue by means of the exchange the City Public Access Easement and the Owners Easements. Owner and City agree to and do hereby indemnify and hold the other harmless from and against any and all costs, liabilities, losses, damages, claims, causes of action or proceedings which may result from any broker, agent or finder, licensed or otherwise, which it has employed in connection with the easements exchange transaction covered by this Agreement.

14. Waiver, Consent and Remedies. Each provision of this Agreement to be performed by City and Owner shall be deemed both a covenant and a condition and shall be a material consideration for Owner's and City's performance hereunder, as appropriate, and any breach thereof by City or Owner shall be deemed a material default hereunder. Either party may specifically and expressly waive in writing any portion of this Agreement or any breach thereof, but no such waiver shall constitute a further or continuing waiver of a preceding or succeeding breach of the same or any other provision. A waiving party may at any time thereafter require further compliance by the other party with any breach or provision so waived. The consent by one party to any act by the other for which such consent was required shall not be deemed to imply consent or waiver of the necessity of obtaining such consent for the same or any similar acts in the future. No waiver or consent shall be implied from silence or any failure of a party to act, except as otherwise specified in this Agreement. Except as otherwise specified herein, either party hereto may pursue any one or more of its rights, options or remedies hereunder or may seek damages or specific performance in the event of the other party's breach hereunder, or may pursue any other remedy at law or equity, whether or not stated in this Agreement.

Item #6.7.

4928-1106-7214 v1
7 15. Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered, reputable overnight courier, or sent by registered or certified mail, postage prepaid, return receipt requested, and shall be deemed received upon the earlier of: (i) if personally delivered, the date of delivery to the address of the person to receive such notice; (ii) if mailed, three (3) business days after the date of posting by the United States post office; or (iii) if delivered by Federal Express or other overnight courier for next business day delivery, the next business day. Notice of change of address shall be given by written notice in the manner described in this Paragraph 15. Rejection or other refusal to accept or the inability to deliver because of a change in address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent.

Unless changed in accordance herewith, the addresses for notices given pursuant to this Agreement shall be as follows:

If to Owner: Theorem Legacy
6009 Memorial Drive
Houston, TX 77007
Attention: __________________

If to City: City of Calistoga
1232 Washington Street
Calistoga, CA 94515
Attention: City Manager

16. Default. Failure or delay by either party to perform any covenant, condition or provision of this Agreement within the time provided herein constitutes a default under this Agreement. The injured party shall give written notice of default to the party in default, specifying the default complained of. The defaulting party shall immediately commence to cure such default and shall diligently complete such cure within ten (10) days from the date of the written notice. The injured party shall have the right to terminate this Agreement by written notice to the other party in the event of a default which is not cured within such ten (10) day period.

17. Entire Agreement. This Agreement and its Exhibits A, B, C, and D constitute the entire agreement between the parties hereto pertaining to the subject matter hereof, and the final, complete and exclusive expression of the terms and conditions thereof. All prior agreements, representations, negotiations and understanding of the Parties, oral or written, express or implied, are hereby superseded and merged herein.

18. Captions. The captions used herein are for convenience only and are not a part of this Agreement and do not in any way limit or amplify the terms and provisions hereof.

19. Governing Law. This Agreement and the exhibits attached hereto have been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California, without reference to its choice of law provisions.

Item #6.7.

4928-1106-7214 v1
8 20. Severability. If any provision of this Agreement as applied to any party or to any circumstance shall be adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, the same shall in no way affect (to the maximum extent permissible by law) any other provision of this Agreement, the application of any such provision under circumstances different from those adjudicated by the court, or the validity or enforceability of this Agreement as a whole.

21. Amendments. No addition to or modification of any provision contained in this Agreement shall be effective unless fully set forth in writing by City and Owner.

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

23. Time of Essence. Time is of the essence of each provision of this Agreement.

24. Binding Upon Successors. The terms and conditions, covenants, and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the Parties.

25. Computation of Time. The time in which any act is to be done under this Agreement is computed by excluding the first day (such as the day escrow opens), and including the last day, unless the last day is a holiday or Saturday or Sunday, and then that day is also excluded. The term "holiday" shall mean all holidays as specified in Section 6700 and 6701 of the California Government Code. If any act is to be done by a particular time during a day, that time shall be Pacific Time Zone time.

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

27. Cooperation. Each Party agrees to cooperate with the other in the closing of this transaction and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement. [signatures follow on next page]
Item #6.7.

Item #6.7.

4898-3160-0461 v1

EXHIBIT A

SITE MAP
Item #6.7.

Item #6.7.

4928-1106-7214 v1

EXHIBIT B

OWNER EASEMENTS

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

Dominant Tenement: APN 011-221-019 & 020
Space Above for Recorder's Use
Servient Tenement: APN 011-221-010
The undersigned Grantors declare:

Documentary transfer tax is $0 (Revenue & Taxation Code § 11911)

EASEMENT AGREEMENT
This Easement Agreement (“Agreement”), is made as of ___________, 2025, by and between City of Calistoga, a California municipality of Napa County, (“City” or “Grantor”), and Theorem Legacy LLC, a Texas limited liability company (“Grantee”).

RECITALS
A. City is the fee simple owner of certain real property located in in the City of Calistoga, County of Napa, California, which property is more particularly described on Exhibit A (the “City Property”).

B. Grantee is the fee simple owner of certain real property located in in the City of Calistoga, Napa County, California, which property is adjacent to and contiguous to the City Property and is more particularly described in Exhibit B (the “Grantee Property”).

C. Pursuant to a grant deed (Official Records of Napa County Volume 1029, Page 948, No. CC2237, recorded March 21, 1977 (the “Original Grant Easement”) from a predecessor in interest to City to a predecessor in interest to Grantee, Grantee’s predecessor in interest was granted a non-exclusive access easement, 12 ft. in width, over City’s property, but no exact location for that easement was described in the Original Grant of Easement over City Property.

Item #6.7.

4928-1106-7214 v1 3

D. The King Family Trust (“King”) is the fee simple owner of certain adjacent real property located in in the City of Calistoga, County of Napa, California, which property is more particularly described as APNs 011-221-011, 011-221-012 (the “King Property”).

E. Historically, Grantee’s predecessors have accessed the Grantee Property from Washington Street using a roadway comprised of a portion of the City Parcel (, as described in Exhibit C and depicted in Exhibit D, (the “Easement Area”), as well as a portion of the King Property.

F. Grantor and Grantee now desire to clarify and formalize the historical access use of the Easement Area, such that Grantor desire to grant to Grantee and Grantee desires to obtain from Grantor access and utility easements on, over and across the Easement Area for the purpose of providing the Grantee Property with utilities and vehicular and pedestrian access for ingress and egress over and across the Easement Area for the benefit of the Grantee Property.

GRANT AND AGREEMENT
NOW, THEREFORE, in consideration of the premises and other valuable consideration, the receipt and sufficiency of which are acknowledged, Grantor and Grantee agree as follows:

1. Grant of Easements. The following easements are granted to Grantee by Grantor:

A. City grants and conveys a perpetual, non-exclusive easement (the “Ingress/Egress Easement”) 15.5 feet in width on, above, over, across and through the Easement Area, to Grantee for the purposes of providing the Grantee Property and Grantee and its invitees, contractors, employees, grantees, successors and assigns with vehicular and pedestrian access on, over and across the paved roadway that already exists therein and thereon. The parties expressly agree that Grantee may also use the Ingress/Egress Easement to access real property located at 1339 Lincoln Avenue. This Agreement shall supersede and replace the Original Grant of Easement.

B. City grants and conveys a perpetual, non-exclusive underground utility easement, for the benefit of the Grantee Property (the “Utility Easement”) over, under, across, and through the Easement Area, for the purposes of use by Grantee and Grantee’s contractors, agents, representatives, consultants, service providers, utility companies, employees, tenants, licensees and invitees the construction, installation, inspection, maintenance, repair, replacement, removal and use of public and/or private underground utility facilities serving the Grantee Property. Said underground utility facilities may include, but are not limited to, such wires, cables, electrical conductors with associated, transformers, conduits, fixtures, appurtenances and other facilities (as well as any aboveground fixtures and aboveground appurtenances necessary to any and all thereof, including without limitation, switches, fuses, terminals and transformers with associated concrete pads), as Grantee and/or any utility company reasonably deems necessary for the purpose of supplying Item #6.7.

4928-1106-7214 v1 4

electricity, telephone, cable television, internet and/or communication services to the Grantee Property. The parties expressly agree that Grantee may also use the Utility Easement to serve real property located at 1339 Lincoln Avenue Grantee’s use of the Utility Easement shall not block access through the Easement Area, and Grantee shall apply for and obtain all necessary City and other governmental permits and approvals prior to installing utilities in the Easement Area. The Ingress/Egress Easement and Utility Easement may be collectively referred to as the “Easements.”

2. Nature and Assignment of Easement and Rights. The Ingress/Egress Easement, the Utility Easement, and rights granted herein, and, together with the burdens thereof and obligations associated therewith, shall: (a) run with and burden the Easement Area; (b) inure to the benefit of Grantee and its grantees, successors and assigns; and (c) bind Grantor (as the owner of the Easement Area) and its grantees, successors and assigns. Each instrument which conveys, grants, transfers, creates or assigns any interest in all or any portion of the Easement Area shall be deemed to impose as a limitation or restriction the burden of the Easement and rights granted herein and the obligations associated therewith (whether or not the instrument of conveyance expressly imposes such limitation or restriction).

3. Personal Property. Grantee shall not place any personal property, as defined by California Civil Code §663, on the Easement Area. If any personal property is left on the Easement Area, notwithstanding this prohibition, Grantor and its officers, members, managers, agents, employees, and contractors will not be liable for damage to same.

4. No Increase in Easement Rights. Grantee will also not increase the use or burden of the Easements or make any claim, by adverse possession, prescriptive easement, equitable easement or otherwise, to any greater area of land owned by the Grantor other than the use of the Easement Area. Grantee’s right to use the Easement Area is limited to this express grant and will impose as little of a burden as possible to effectuate the purpose of the Easements.

5. Maintenance and Repair. Grantor shall maintain its Easement Area and will repair or maintain the Easement Area as Grantor deems necessary. Grantee shall contribute fifty percent (50%) of the costs for such maintenance to City within thirty (30) days of receiving an invoice from City. To the extent any maintenance or repair costs are incurred or necessitated resulting from the negligence or willful misconduct of a party or its employees, agents or invitees, then that party shall pay all reasonable costs and expenses for such maintenance and repair. In the event Grantee installs, repairs, or maintains utilities within the Easement Area pursuant to the Utility Easement, Grantee shall bear 100% of the cost to install such utilities and shall return the Easement Area to the condition existing prior to the installation, repair, or maintenance.

6. Indemnification. Grantee shall, to the fullest extent permitted under applicable laws, indemnify and hold Grantor, and its officers, members, managers, agents, contractors, employees and invitees, harmless from any and all claims, actions, suits, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, relating to or arising out of: (i) Grantee’s use of the Easement Area; (ii) any default or failure of Grantee to perform its Item #6.7.

4928-1106-7214 v1 5

obligations under this Agreement; or (iii) the acts or omissions of Grantee or Grantee’s employees, contractors or agents on or about the Easement Area or Grantor’s property, except to the extent any of the same are caused by the negligence or willful misconduct of Grantor or its employees, agents or invitees.

7. Address and Notice. All communications directed to the parties shall be sent to the following address:

If to City
Attn: __________________
City of Calistoga
1232 Washington Street
Calistoga, CA 94515
Email: ________________________

If to Grantee:

Theorem Legacy LLC
6009 Memorial Drive
Houston, TX 77007
Email: ___________________
Any party may change its address by giving written notice to the other parties at the address above (or to which the above has been validly changed pursuant hereto). All notices shall be sent U.S. Mail or by national overnight delivery service, postage prepaid, with a courtesy copy of same to be emailed, and shall be deemed given the next day after mailing for overnight delivery or three business days after mailing for certified or registered mail.

8. Governing Law. The terms and conditions of this Agreement shall be governed by and construed in accordance with the internal laws of the State of California.

9. Partial Invalidity. If any term, covenant, condition or provision of this Agreement or the application thereof to any person or circumstance, shall at any time or to any extent be held invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term, covenant, condition and provision of this Agreement shall continue to be valid, binding and enforceable to the fullest extent permitted by law.

10. Enforcement. Failure to comply with the provisions of this Agreement shall be grounds for an action by the aggrieved party and such action may be maintained at the election of the aggrieved party against a non-complying party. Appropriate relief in any action brought to enforce this Agreement shall include, without limitation, damages, injunctive relief, specific Item #6.7.

4928-1106-7214 v1 6

performance, declaratory relief and the recovery of any damages, costs and reasonable attorney fees incurred by any party successfully enforcing this Agreement, as well as any and all other remedies available to the aggrieved party at law or in equity.

11. Successors and Assigns. The parties intend with this Agreement to create covenants running with the land pursuant to California Civil Code Section 1468. The City Property shall be held, conveyed, hypothecated, encumbered, leased, rented, used, occupied, and improved, subject to the terms, covenants, conditions, and restrictions contained in this Agreement. The terms, covenants, conditions and restrictions contained in this Agreement shall be enforceable as running covenants and as equitable servitudes in any manner provided by law or in equity.

12. Covenant of Further Assurances. The parties shall execute such other documents and perform such other acts as may be necessary or desirable to carry out the purposes of this Agreement.

13. Authority. Each of the individuals executing this Agreement for a party individually represents and warrants that he or she has been authorized to do so and has the power to bind the party for whom they are signing.
[signatures begin on next page]
Item #6.7.

4928-1106-7214 v1 7

IN WITNESS WHEREOF, Grantor and Grantee have duly executed this Access Easement Agreement as of the date first written above.

City:

The City of Calistoga
By:

Printed:

Title:

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

State of California )
County of ____________________ )
On _________________________, before me, ,
(insert name of notary)
Notary Public, personally appeared __________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument he executed the instrument on behalf of the _____________________________________
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
Item #6.7.

4928-1106-7214 v1 8

Grantee:

Theorem Legacy LLC
By:

Printed: Kisha Itkin
Title: Manager

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

State of California )
County of ____________________ )
On _________________________, before me, ,
(insert name of notary)
Notary Public, personally appeared __________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument he executed the instrument on behalf of the _____________________________________
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
Item #6.7.

4928-1106-7214 v1
Exhibit A
Legal Description of City Property
Parcel One:

Lots 10 and 11, in block “D” of Calistoga Proper, so-called according to the map entitled, “Map of Calistoga showing its Extensions, Surroundings and the Hot Sulphur Springs, Napa County, Cal.”, filed March 1, 1871 in the office of the County Recorder of said Napa County.

Parcel Two:

Lot 9 in Block “D”, as shown upon that certain map entitled, “Map of Calistoga showing its Extensions, Surroundings and the Hot Sulphur Springs, Napa County, Cal.”, filed March 1, 1871 in the office the County Recorder of the County of Napa, State of California, in that portion of Calistoga commonly known as and called “Calistoga Proper”, and particularly described as follows:

Beginning at a point on the Southwestern line of Washington Street; distant thereon 172 feet Northwesterly from the point of intersection thereof with the Northwestern line of Lincoln Avenue; running thence Northwesterly along said line of Washington Street, 60 feet; thence at right angles Southwesterly 120 feet; thence at right angles Southeasterly, 60 feet; and thence at right angles Northeasterly 120 feet to the point of beginning.

Parcel Three:

Being a portion of block “D” of Calistoga Proper, so-called, according to the map entitled, “Map of Calistoga, showing its Extensions, Surroundings and the Hot Sulphur Springs, Napa County, Cal.”, filed March 1, 1871 in the office of the County Recorder of said Napa County, and being more particularly described as follows:

Beginning at a point on the Northerly bank of Napa River where it intersects the Easterly line of Lot 12 in said Block “D”; thence Northeasterly along the Easterly line of said Lot 12 to the Southwesterly corner of Lot 11 in said Block “D”; thence Easterly along the Southerly line of Lots 11, 10 and 9, 180 feet to the Northwest line of the land described in Deed to C. A. Carroll, recorded July 14th, 1919, in Book 123 of Deeds at page 217, Napa County Records; thence Southwest along said line to the Northerly bank of Napa River; thence Northwesterly along said Northerly bank to the point of beginning.

Parcel Four:

A Right of Way, 8 feet in width, for road and utility purposes as reserved in the Deed to Charles Erdei, et al, recorded February 20, 1979 in Book 1115 at page 55 of Official Records of Napa County.

Parcel Five:

A 10 foot easement for road and utility purposes the Western line of which is the Eastern line of Parcel One above described.

Item #6.7.

4928-1106-7214 v1
Exhibit B
Legal Description of the Grantee Property
The land referred to in this Report is situated in the County of Napa, City of Calistoga, State of California, and is described as follows:

Parcel One:

Commencing at a point on the Northwesterly line of Lincoln Avenue, as shown upon the map hereinafter referred to, distant thereon 150 feet Southwesterly from the intersection thereof with the Southwesterly line of Washington Street; and running thence Southwesterly along said Northwesterly line of Lincoln Avenue, 60 feet; thence at right angles Northwesterly 120 feet; thence at right angles Southwesterly along the Northwesterly lines of Lots 4 and 3 in Block D as shown upon the map hereinafter referred to, 90 feet to the Southwesterly corner of said Lot 3; thence at right angles Northwesterly 60 feet; thence at right angles Northeasterly 180 feet to the Southwesterly corner of Lot 8 in Block D, as shown upon the map hereinafter referred to; thence at right angles Southeasterly along the Southwesterly line of said Lot 8, 60 feet to the Southeasterly corner of said Lot 8; thence at right angles Southwesterly along the Northwesterly line of Lot 5 hereinafter referred to, 30 feet; thence at right angles Southeasterly 120 feet to the point of commencement.

Being the Southwesterly half of Lot 5, the Northeasterly half of Lot 4 and a tract of land 60 feet by 180 feet lying to the rear of Lots 3, 4 and 5 all in Block "D" as shown upon that certain map entitled, "Map of Calistoga, showing its extensions, surroundings and the Hot Sulphur Springs, Napa County, Cal.", filed for record March 1, 1871 in the Office of the County Recorder of said Napa County, and being in that portion of said city known as "Calistoga Proper".

Excepting therefrom all that portion contained in the Deed to the Town of Calistoga, recorded July 1, 1889 in Book 45 Deeds at Page 242, Napa County Records.

APNs: 011-221-019 & 011-221-020
Parcel Two:

A non-exclusive easement for access purposes, and incidents thereto as contained in Deed recorded March 21, 1977 in Book 1029 at Page 948 of Official Records.

Item #6.7.

4928-1106-7214 v1
Item #6.7.

4928-1106-7214 v1
Exhibit D
Depiction of Access Easement Area
Item #6.7.

4928-1106-7214 v1
Item #6.7.

4928-1106-7214 v1 5

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

Dominant Tenement: APN 011-221-019 & 020
Space Above for Recorder's Use
Servient Tenement: APN 011-221-009 & 025
The undersigned Grantors declare:

Documentary transfer tax is $0 (Revenue & Taxation Code § 11911)

EASEMENT AGREEMENT
This Easement Agreement (“Agreement”), is made as of ___________, 2025, by and between City of Calistoga, a California municipality of Napa County, (“City” or “Grantor”), and Theorem Legacy LLC, a Texas limited liability company (“Grantee”).

RECITALS
G. City is the fee simple owner of certain real property located in in the City of Calistoga, County of Napa, California, which property is more particularly described on Exhibit A (the “City Property”);
H. Grantee is the fee simple owner of certain real property located in in the City of Calistoga, Napa County, California, which property is adjacent to and contiguous to the City Property, and is more particularly described in Exhibit B (the “Grantee Property”); I. Grantor wishes to convey and Grantee wishes to accept a private stormdrain easement on, over and across that portion of City Property described in Exhibit C and depicted in Exhibit D for the purpose of providing the Grantee Property private stormdrain facilities; and J. Grantor wishes to convey and Grantee wishes to accept access and utility easements on, over and across that portion of City Property described in Exhibit E and depicted in Exhibit F for the purposes of providing the Grantee Property with ingress, egress, and utilities.

GRANT AND AGREEMENT
NOW, THEREFORE, in consideration of the premises and other valuable consideration, the receipt and sufficiency of which are acknowledged, Grantor and Grantee agree as follows:

1. Grant of Easements. The following easements are granted to Grantee by Grantor:

Item #6.7.

4928-1106-7214 v1 6

A. City grants and conveys a perpetual, non-exclusive easement (the “Stormdrain Easement”) on, above, over, across and through the approximately 701 square foot area portion of the City Property as described in Exhibit C and depicted in Exhibit D, to Grantee for the purposes of installing, operating, and maintaining private stormdrain facilities serving the Grantee Property (“Stormdrain Easement Area”). The parties expressly agree that Grantee may also use the Stormdrain Easement to serve 1339 Lincoln Avenue.

B. City grants and conveys a perpetual, non-exclusive utility easement, for the benefit of the Grantee Property (the “Utility Easement”) over, under, across, and through the approximately 334 square foot portion of the City Property described in Exhibit E and depicted in Exhibit F (the “Utility and Ingress/Egress Easement Area”) for the purposes of use by Grantee and Grantee’s contractors, agents, representatives, consultants, service providers, utility companies, employees, tenants, licensees and invitees the construction, installation, inspection, maintenance, repair, replacement, removal and use of private utility facilities serving the Grantee Property. Such utilities may include but are not limited to stormwater, electricity, telephone, cable television, internet, and other communications services. The parties expressly agree that Grantee may also use the Utility Easement to serve 1339 Lincoln Avenue.

C. City grants and conveys a perpetual, non-exclusive easement (the “Ingress/Egress Easement”) over the Utility and Ingress/Egress Easement Area, to Grantee for the purposes of providing the Grantee Property and Grantee and its invitees, contractors, employees, grantees, successors and assigns with vehicular and pedestrian access on, over and across the paved area that already exists therein and thereon. The parties expressly agree that Grantee may also use the Ingress/Egress Easement to access 1339 Lincoln Avenue. The Stormdrain Easement, Utility Easement and Ingress/Egress Easement may be collectively referred to as the “Easements.”

2. Nature and Assignment of Easement and Rights. The Ingress/Egress Easement, Stormdrain Easement, and the Utility Easement (collectively referred to as the “Easements”), and rights granted herein, and, together with the burdens thereof and obligations associated therewith, shall: (a) run with and burden the City Property; (b) inure to the benefit of Grantee and its grantees, successors and assigns; and (c) bind Grantor (as the owner of the Grantor Property) and its grantees, successors and assigns. Each instrument which conveys, grants, transfers, creates or assigns any interest in all or any portion of the Utility and Ingress/Egress Easement Area, or Stormdrain Easement Area , shall be deemed to impose as a limitation or restriction the burden of that easement and rights granted herein and the associated obligations.

3. Personal Property. Grantee will not place any personal property, as defined by California Civil Code §663, on the Easement Area. If any personal property is left on the Easement Area, notwithstanding this prohibition, Grantor and its officers, members, managers, agents, employees, and contractors will not be liable for damage to same.

Item #6.7.

4928-1106-7214 v1 7

4. No Increase in Easement Rights. Grantee will also not increase the use or burden of the easement or make any claim, by adverse possession, prescriptive easement, equitable easement or otherwise, to any greater area of land owned by the Grantor other than the use of the Easement Area. Grantee’s right to use Grantor’s land is limited to this express grant.

5. Maintenance and Repair. Grantee shall bear 100% of the cost to install private utilities and/or private stormdrain facilities pursuant to this Agreement and shall return the Stormdrain Easement Area or Utility and Ingress/Egress Easement Area, as applicable, to the condition existing prior to the installation, repair, or maintenance. Grantee shall apply for and obtain all necessary City and other governmental permits and approvals prior to any work within the Stormdrain Easement Area or Utility and Ingress/Egress Easement Area.

6. Indemnification. Grantee shall, to the fullest extent permitted under applicable laws, indemnify and hold Grantor, and its officers, members, managers, agents, contractors, employees and invitees, harmless from any and all claims, actions, suits, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, relating to or arising out of: (i) Grantee’s use of the Easement Area; (ii) any default or failure of Grantee to perform its obligations under this Agreement; or (iii) the acts or omissions of Grantee or Grantee’s employees, contractors or agents on or about the Easement Area or Grantor’s property, except to the extent any of the same are caused by the negligence or willful misconduct of Grantor or its employees, agents or invitees.

7. Address and Notice. All communications directed to the parties shall be sent to the following address:

If to City
Attn: __________________
City of Calistoga
1232 Washington Street
Calistoga, CA 94515
Email: ________________________

If to Grantee:

Theorem Legacy LLC
6009 Memorial Drive
Houston, TX 77007
Email: ___________________
Any party may change its address by giving written notice to the other parties at the address above (or to which the above has been validly changed pursuant hereto). All notices shall be sent U.S. Mail or by national overnight delivery service, postage prepaid, with a Item #6.7.

4928-1106-7214 v1 8

courtesy copy of same to be emailed, and shall be deemed given the next day after mailing for overnight delivery or three business days after mailing for certified or registered mail.

8. Governing Law. The terms and conditions of this Agreement shall be governed by and construed in accordance with the internal laws of the State of California.

9. Partial Invalidity. If any term, covenant, condition or provision of this Agreement or the application thereof to any person or circumstance, shall at any time or to any extent be held invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term, covenant, condition and provision of this Agreement shall continue to be valid, binding and enforceable to the fullest extent permitted by law.

10. Enforcement. Failure to comply with the provisions of this Agreement shall be grounds for an action by the aggrieved party and such action may be maintained at the election of the aggrieved party against a non-complying party. Appropriate relief in any action brought to enforce this Agreement shall include, without limitation, damages, injunctive relief, specific performance, declaratory relief and the recovery of any damages, costs and reasonable attorney fees incurred by any party successfully enforcing this Agreement, as well as any and all other remedies available to the aggrieved party at law or in equity.

11. Successors and Assigns. The parties intend with this Agreement to create covenants running with the land pursuant to California Civil Code Section 1468. The City Property shall be held, conveyed, hypothecated, encumbered, leased, rented, used, occupied, and improved, subject to the terms, covenants, conditions, and restrictions contained in this Agreement. The terms, covenants, conditions and restrictions contained in this Agreement shall be enforceable as running covenants and as equitable servitudes in any manner provided by law or in equity.

12. Covenant of Further Assurances. The parties shall execute such other documents and perform such other acts as may be necessary or desirable to carry out the purposes of this Agreement.

13. Authority. Each of the individuals executing this Agreement for a party individually represents and warrants that he or she has been authorized to do so and has the power to bind the party for whom they are signing.
[signatures begin on next page]
Item #6.7.

4928-1106-7214 v1 9

IN WITNESS WHEREOF, Grantor and Grantee have duly executed this Easement Agreement as of the date first written above.

City:

The City of Calistoga
By:

Printed:

Title:

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

State of California )
County of ____________________ )
On _________________________, before me, ,
(insert name of notary)
Notary Public, personally appeared __________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument he executed the instrument on behalf of the _____________________________________
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
Item #6.7.

4928-1106-7214 v1 10

Grantee:

Theorem Legacy LLC
By:

Printed: Kisha Itkin
Title: Manager

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

State of California )
County of ____________________ )
On _________________________, before me, ,
(insert name of notary)
Notary Public, personally appeared __________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument he executed the instrument on behalf of the _____________________________________
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
Item #6.7.

4928-1106-7214 v1
Exhibit A
Legal Description of City Property
APN 011-221-009
APN 011-221-025
Item #6.7.

4928-1106-7214 v1
Exhibit B
Legal Description of the Grantee Property
The land referred to in this Report is situated in the County of Napa, City of Calistoga, State of California, and is described as follows:

Parcel One:

Commencing at a point on the Northwesterly line of Lincoln Avenue, as shown upon the map hereinafter referred to, distant thereon 150 feet Southwesterly from the intersection thereof with the Southwesterly line of Washington Street; and running thence Southwesterly along said Northwesterly line of Lincoln Avenue, 60 feet; thence at right angles Northwesterly 120 feet; thence at right angles Southwesterly along the Northwesterly lines of Lots 4 and 3 in Block D as shown upon the map hereinafter referred to, 90 feet to the Southwesterly corner of said Lot 3; thence at right angles Northwesterly 60 feet; thence at right angles Northeasterly 180 feet to the Southwesterly corner of Lot 8 in Block D, as shown upon the map hereinafter referred to; thence at right angles Southeasterly along the Southwesterly line of said Lot 8, 60 feet to the Southeasterly corner of said Lot 8; thence at right angles Southwesterly along the Northwesterly line of Lot 5 hereinafter referred to, 30 feet; thence at right angles Southeasterly 120 feet to the point of commencement.

Being the Southwesterly half of Lot 5, the Northeasterly half of Lot 4 and a tract of land 60 feet by 180 feet lying to the rear of Lots 3, 4 and 5 all in Block "D" as shown upon that certain map entitled, "Map of Calistoga, showing its extensions, surroundings and the Hot Sulphur Springs, Napa County, Cal.", filed for record March 1, 1871 in the Office of the County Recorder of said Napa County, and being in that portion of said city known as "Calistoga Proper".

Excepting therefrom all that portion contained in the Deed to the Town of Calistoga, recorded July 1, 1889 in Book 45 Deeds at Page 242, Napa County Records.

APNs: 011-221-019 & 011-221-020
Parcel Two:

A non-exclusive easement for access purposes, and incidents thereto as contained in Deed recorded March 21, 1977 in Book 1029 at Page 948 of Official Records.

Item #6.7.

4928-1106-7214 v1

Item #6.7.

4928-1106-7214 v1
Exhibit D
Depiction of Private Stormdrain Easement

Item #6.7.

4928-1106-7214 v1
Item #6.7.

4928-1106-7214 v1
Exhibit F
Depcition of the Ingress/Egress and Utility Easements
Item #6.7.

4928-1106-7214 v1

EXHIBIT C

PUBLIC ACCESS EASEMENT

RECORDING REQUESTED BY AND WHEN
RECORDED MAIL TO:

Exempt from recording fees: Gov. Code § 6103
and § 27383
Exempt from documentary transfer tax:

Rev & Tax Code § 11922
Assessor’s Parcel #(s): 011-221-019
Space above this line reserved for
County Recorder’s use

PUBLIC ACCESS EASEMENT AGREEMENT
This EASEMENT AGREEMENT (the “Agreement”) is made by Theorem Legacy LLC, a Texas limited liability company (“Grantor”), and the City of Calistoga, a California municipality of Napa County (hereinafter referred to as (“City” or “Grantee”), with an effective date of __________, 2025.

Recitals
WHEREAS, Grantor has acquired the property identified as Napa County Assessor’s Parcel No. 011-221-019 and more fully described in Exhibit A (the “Property”), which is incorporated by reference, and located in the City of Calistoga, County of Napa, State of California; and
WHEREAS, concurrent with other easement conveyances between the parties, Grantor wishes to convey, and City wishes to accept an easement for a public pedestrian path over the Property subject to the terms and conditions herein; NOW, THEREFORE, Grantor and City hereby agree as follows:

1. Easement. Subject to the terms of this Agreement, Grantor grants City a perpetual non-exclusive easement (the “Easement”) on, over, and across a strip of land approximately eight feet in width excepting the existing buildings on the Property as legally described in Exhibit B and depicted in Exhibit C attached hereto and incorporated herein by this reference (the “Easement Area”), for the purpose of using the Easement Area for the use and benefit of public users for pedestrian and access purposes and subject to the terms of this Agreement.

Item #6.7.

4928-1106-7214 v1

2. Restrictions on Use. Subject to Grantor’s retained rights of use and access referenced in Paragraph 4 (Grantor’s Use of the Easement Area) below, no motorized vehicles (including, without limitation, electric or motorized scooters) shall be permitted to use the Easement Area, save and except for motorized wheelchairs or other mobility devices for use by disabled users of the pedestrian path.

3. Maintenance. City shall operate, repair, and maintain the Easement Area and the pedestrian path located therein in good condition and repair and in a good and workmanlike manner including, without limitation, keeping the same free of graffiti and trash, provided however that City has no responsibility for any graffiti on or damage to the adjacent buildings. City or its designee will take reasonable steps to resolve any damage or maintenance issue on the Easement Area that Grantor brings to the City’s attention.

4. Grantor’s Use of the Easement Area. The grant of this Easement shall not restrict in any way (i) Property ingress and egress across the Easement Area; or (ii) any and all lawful operations on Grantor’s Property outside the Easement Area. Subject to and without waiving any rights under Paragraph 6 (Indemnity), and without assuming an affirmative obligation to do so, Grantor, or Grantor’s heirs, successors, and assigns, may at any time temporarily block public access to the Easement Area when, in their reasonable judgment, they determine that it is appropriate to do so in accordance with reasonable operations or if they are engaged in activities that pose a threat to the health or safety of the users of the Easement Area. Grantor has the right, but not the obligation, to improve the Easement Area with aesthetic improvements, including but not limited to pavers, lighting, and artwork, so long as such improvements do not materially interfere with the City’s and public’s use of the Easement granted under this Agreement.

Notwithstanding, Paragraph 3 above, such improvements shall be solely maintained by Grantor. Grantor shall be entitled to grant additional easements or other rights with respect to the Easement Area (including, without limitation, underground or overhead utility, cable or other similar easements) as long as the same shall not materially interfere with the City's and public’s use of the Easement granted under this Agreement.

5. Insurance and Defense.

A. Condition of the Path. Consistent with the City’s defense and indemnification obligations in Paragraph 6, prior to any public entry on the Property and and continuously thereafter, City shall at all times maintain in full force and effect property damage and comprehensive general liability insurance coverage with an insurance carrier qualified to do business in the State of California to insure against claims for property damage and personal injury (including death) within the Easement Area brought by a user of the pedestrian path arising out of the condition thereof, with limits of at least $10,000,000 for property damage claims per occurrence and $10,000,000 for personal injury or death claims per occurrence with aggregate limits double each of those respective amounts (the “Insurance Amount”), subject to whatever underlying self insurance City elects to maintain, as set forth in a letter from the City’s risk/insurance manager to Grantor.

Item #6.7.

4928-1106-7214 v1
B. Insurance Amount Adjustment. Five (5) years following the effective date of this Agreement and every five (5) years thereafter, the Insurance Amount shall be adjusted upon written request by Grantor by an amount equal to the percentage increase in the Index (as hereinafter defined) in effect on the effective date and the Index published most immediately preceeding the adjustment date in question. “Index” shall be defined as the Consumer Price Index for the San Francisco, Oakland, and San Jose Metropolitan Area for all Urban Consumers (CPI-U), All Items (1982-84=100), published by the United States Department of Labor, Bureau of Labor Statistics. In no event shall the Insurance Amount be less than the amount required in the preceding five (5) year period.

6. Indemnification.

A. City or its successors and assigns shall defend, at its own expense, indemnify, and hold harmless Grantor and Grantor’s successors and assigns and subsequent Property owners (collectively, the “Grantor Parties”) from and against any and all liabilities, costs, losses, orders, liens, judicial penalties, claims, demands, damages, expenses, or causes of action or cases, including without limitation reasonable attorneys’ fees (collectively “Losses”), arising out of the public use of the Easement Area, except to the extent of Grantor Parties negligence and willful misconduct. The Grantor Parties shall have no responsibility for the repair, or maintenance of the Easement Area, or warning of hazardous conditions on it, or the protection of the public or any third parties from risks relating to a condition of the Easement Area, except as provided in Paragraph 4 above.

B. This section is intended to provide Grantor Parties with defense and indemnification against Losses where a defense against liability is available under Civil Code section 846 and/or Government Code section 831.4.

C. City and Grantor, or their respective successors or assigns, shall notify the other party promptly in writing of any claim or assertion of Losses related to the entry or use of the Easement Area by members of the public. The parties shall cooperate with each other in the investigation, defense, and disposition of any claim arising out such entry or use, provided that nothing shall require either party to disclose any documents, records, or communications that are protected under the peer review privilege, attorneyclient privilege, or other applicable privilege, or which are considered attorney work product. The indemnification provided in this Paragraph 6 shall survive the termination of this Agreement for the duration of all applicable statutes of limitation.

7. Termination. If the Easement is not, at any time in the future, used by the general public as a pedestrian path for a continuous twelve (12) month period, Grantor may then or thereafter notify City of its intent to terminate the Easement and this Agreement on thirty (30) days notice (the “Notice Period”). If such non-use continues through the Notice Period; provided that closure of, or cessation of use upon, the Easement Area at times for repairs, maintenance, reconstruction, or other improvement, due to acts of God or nature, or other causes beyond the reasonable control of City, shall not be deemed abandonment nor count towards said twelve (12) month period, Grantor Item #6.7.

4928-1106-7214 v1
may terminate the Easement and this Agreement. On termination of this Agreement and the Easement, City will file a quitclaim to return the Easement Area to Grantor or Grantor’s heirs, successors, or assigns after complying with all legal requirements for the vacation of an easement.

8. Run With the Land. The benefits and burdens of this Easement shall run with the title to the described properties of Grantor and City and shall inure to the benefit of and bind the parties hereto, and each of them, as well as their respective agents, heirs, assigns and successors in right, title or interest in or to all or any part of said properties at all times hereinafter.

9. Entire Agreement. This Agreement together with the exhibits hereto, each of which are incorporated herein by this reference, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements with respect thereto.

10. Notices. Any notices required by this Agreement or correspondence between the parties shall be addressed as follows, unless the parties shall provide written notice of a change:

GRANTOR:

Theorem Legacy LLC
6009 Memorial Drive
Houston, TX 77007
CITY:

City of Calistoga
1232 Washington Street
Calistoga, CA 94515
Notice shall be delivered personally, including by messenger or courier, or by certified mail, return receipt requested, postage prepaid. Notices shall be deemed to have been duly given (a) if delivered personally, on the date of delivery; (b) if transmitted by certified mail, on the earlier of (i) the second (2nd) business day after the date of such mailing, or (ii) the date of receipt. The addresses and addressees may be changed by giving written notice of such change in the manner provided herein for giving notice.

Unless and until such written notice is received, the last address and addressee as stated by written notice, or as provided herein if no written notice or change has been sent or received, shall be deemed to continue in effect for all purposes hereunder.

11. Interpretation. This Easement shall be interpreted under the laws of the State of California without regard to the conflicts or choice of law provisions thereof. Any ambiguities and questions of the validity of specific provisions shall be interpreted so as to give maximum effect to its intent to protect Grantor’s reserved rights and uses. Unless specifically stated and attached to this Agreement, references to specific authorities in this Easement shall be to the statute, rule, regulation, ordinance, or other legal provision that is in effect at the time this Easement becomes effective.

Item #6.7.

4928-1106-7214 v1

12. Severability. If any term, provision, covenant, condition, or restriction of this Easement is held by a court of competent jurisdiction to be unlawful, invalid, void, unenforceable, or not effective, the remainder of this Easement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

13. Recordation. This Agreement evidencing the Easement shall be recorded in the official records of Napa County.

14. Third Party Beneficiaries. Nothing under this Agreement is intended to create any rights or interests in any third parties.

15. Injunctive Relief. Either party will have the right to seek injunctive relief from a court of competent jurisdiction in the event that the other party’s conduct threatens imminent irreparable harm to the interests of the party seeking such relief, for which money damages are inadequate. The court will determine whether a bond or other security shall be required in order to obtain such relief.

16. Authority. Each person executing this Agreement on behalf of a party hereto has all requisite consent, power and authority to execute this Agreement on behalf of that party and any other agreements or instruments required hereunder and that party has all requisite consent, power, and authority to enter into and perform its obligations under this Easement Agreement and all other agreements and instruments entered into in connection herewith.
[SIGNATURE PAGE TO FOLLOW]
Item #6.7.

4928-1106-7214 v1
IN WITNESS WHEREOF, this Agreement was executed by the parties hereto as of the date this Agreement is executed below.
“GRANTOR” – THEOREM LEGACY LLC., a
Texas limited liability company

By: Kisha Itkin
Its: Manager

“CITY” - CITY OF CALISTOGA, a political
subdivision of the State of California
By_______________________________________

APPROVED AS TO
FORM
City Attorney
By:

Date:

Item #6.7.

4928-1106-7214 v1

EXHIBIT A
Legal Description of the Grantor Property
The land referred to in this Report is situated in the County of Napa, City of Calistoga, State of California, and is described as follows:

Parcel One:

Commencing at a point on the Northwesterly line of Lincoln Avenue, as shown upon the map hereinafter referred to, distant thereon 150 feet Southwesterly from the intersection thereof with the Southwesterly line of Washington Street; and running thence Southwesterly along said Northwesterly line of Lincoln Avenue, 60 feet; thence at right angles Northwesterly 120 feet; thence at right angles Southwesterly along the Northwesterly lines of Lots 4 and 3 in Block D as shown upon the map hereinafter referred to, 90 feet to the Southwesterly corner of said Lot 3; thence at right angles Northwesterly 60 feet; thence at right angles Northeasterly 180 feet to the Southwesterly corner of Lot 8 in Block D, as shown upon the map hereinafter referred to; thence at right angles Southeasterly along the Southwesterly line of said Lot 8, 60 feet to the Southeasterly corner of said Lot 8; thence at right angles Southwesterly along the Northwesterly line of Lot 5 hereinafter referred to, 30 feet; thence at right angles Southeasterly 120 feet to the point of commencement.

Being the Southwesterly half of Lot 5, the Northeasterly half of Lot 4 and a tract of land 60 feet by 180 feet lying to the rear of Lots 3, 4 and 5 all in Block "D" as shown upon that certain map entitled, "Map of Calistoga, showing its extensions, surroundings and the Hot Sulphur Springs, Napa County, Cal.", filed for record March 1, 1871 in the Office of the County Recorder of said Napa County, and being in that portion of said city known as "Calistoga Proper".

Excepting therefrom all that portion contained in the Deed to the Town of Calistoga, recorded July 1, 1889 in Book 45 Deeds at Page 242, Napa County Records.

APNs: 011-221-019 & 011-221-020
Parcel Two:

A non-exclusive easement for access purposes, and incidents thereto as contained in Deed recorded March 21, 1977 in Book 1029 at Page 948 of Official Records.

Item #6.7.

4898-3160-0461 v1

EXHIBIT B
Item #6.7.

4898-3160-0461 v1

EXHIBIT C
Item #6.7.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Connie Cardenas, Admin. Services Director
Meeting: City Council - Jun 24 2025
Subject: ADOPTION OF THE FISCAL YEAR 2025/26 BUDGET, FEE SCHEDULE AND

ANNUAL APPROPRIATIONS LIMIT
DESCRIPTION:

Fiscal Year 25/26 Budget, Fee Schedule and Annual Appropriations Limit RECOMMENDATION:

1. Consider adopting the attached resolution for the City of Calistoga Fiscal Year 25/26 Budget, and supplemental attachments.

2. Consider adopting the attached resolution for the Annual Appropriations Limit for the Fiscal Year 25/26
SUMMARY:

The City Council held two special budget sessions on April 1 and May 19, 2025. Initial projections presented on April 1 indicated a General Fund deficit; however, staff worked diligently to address this gap before the May 19 session. At that meeting, staff presented a revised draft budget summary to the City Council and the community. The City Council reviewed the full draft budget again at a public hearing during their meeting on June 10. That draft budget met all of the City Council's goals and priorities. Specific budget changes to address priorities include the following:

1. The budget is balanced.

2. The budget maintains 50% reserves, with a small portion of that attributed to a loan for the new fire engine.

3. City Council Priority: Infrastructure
a. Paving maintenance -- approximately 50% of this year's road maintenance budget ($1.7M) of repaving Lake Street and general overlay work will come from the General Fund.
b. Implementation of the $15,000 speed cushion program. c. $235,000 for three capital maintenance projects at the Fairgrounds. (Butler retrofit, fire sprinklers & stove hood at Tubbs, lighting repairs.)
d. $578,000 for South Oak pedestrian bridge design and permitting.

4. City Council Priority: Housing
a. Addition of a new senior planning position to allow for more in-house work done by all planning staff members on housing programs and policies, including on missing middle housing and accessory dwelling unit development incentives. b. $100,000 for utility relief to help the most vulnerable retain their current housing. c. $110,000 for a nexus study on several fees related to housing.

5. City Council Priority: Fairgrounds
a. Addition of a maintenance technician position.

Item #6.8.

b. $1.35M to support the Fairgrounds (includes new position). c. Community poll regarding the Fairgrounds.
a. See 3 c above for new capital maintenance projects.

More detailed and additional budget information is available in the Analysis section below.

On June 10, the City Council also expressed interest in re-looking at the management structure and the staffing model in the Fire Department and continuing to develop our understanding of budget projections, including, but not exclusive to, the general economy and if/when the vehicle license tax funding source will be eliminated or protected long-term. Staff will continue working on these items and bring them back to the City Council for discussion during the next budget year.

ANALYSIS:

The preparation of the budget document is a complex process that involves all City departments.

Each department provided its proposed budgets for Fiscal Year 2025/2026 (FY 25/26) to maintain existing service levels, including the increased costs of services and materials, as well as proposed new services or projects. In developing the FY 25/26 budget, staff made several revenue and expenditure assumptions based on projections. Finance thoroughly collaborated with departments and the City Manager to compile, analyze, and summarize departmental information, ultimately submitting a balanced proposed budget for FY 25/26. The budget was initially reviewed at the June 10 Council meeting; however, it has been brought back for formal adoption following some minor changes and adjustments.

General Fund
The primary operating fund is the General Fund. This is the most extensive and most flexible of City Funds. All unrestricted revenues are recorded in the General Fund, which is the fund that gives the City Council the most discretion in expenditures. Major General Fund revenue sources include but are not limited to transient occupancy tax, property tax, sales tax, and vehicle in-lieu fees. Other revenue sources include current fees for services, franchise fees, licenses, and permits. An estimated revenue amount of $527,025 for Fairgrounds is included. This FY 25/26 budget projects that transient occupancy tax is the highest revenue source for the General Fund, reported at $11.9 million or 49.9%. Details of these revenues can be found in the attachments.

Based on input from councilmembers and staff, the following significant items are included in the General Fund expenditures across multiple departments. These selections reflect feedback from the April 1 and May 19 workshops, as well as additional information received by staff.  $2.50 million for pavement maintenance
 $200,000 Electric Vehicle Stations
 $50,000 Master Services Agreements
 $15,000 Speed Cushions Program
 $577,510 South Oak Bridge
 $185,000 Improvements to Buildings
 $135,500 Brannan Street Sidewalks
 $1,349,417 for Fairgrounds expenses and $527,025 revenues with a net budget of $822,392 from the General Fund. The Fairground budget includes a new Maintenance Technician position.
 $460,668 for Public Works truck, JLF lift, vacuum trailer, truck liftgate  $710,400 for increases CIRA liability insurance and other liabilities  $126,500 increase in Unfunded CalPERS Liability
Item #6.8.

 $30,000 for Community Enrichment Grants
 Changes in authorized positions
o +1 Deputy Public Works Director (not a net new position due to elimination of Senior Engineer position)
o +1 Principal Engineer (not a net new position due to the elimination of the Associate Engineer
o +1 Human Resources/Finance Specialist (not a net new position due to the elimination of Administrative Services Technician)
o +1 Fairgrounds Maintenance Technician (net new position) o +1 Senior Planner (net new position)
o +2 Public Safety Dispatchers (previously approved by the City Council) due to contract with the City of St. Helena
Several key budget adjustments have been made since the initial draft was presented during the April 1 special City Council budget session. These changes address the net increases outlined above and eliminate the previously projected $1.5 million deficit in the General Fund. Notable adjustments include:
 - $966,966 - Reduction in requested Fairgrounds budget, a portion of which has been moved to CIP and funded by the Council's Infrastructure fund
 - $183,855 - Freezing a Police Officer position
 - $107,000 - Decrease in contracts for Planning Department  -$90,000 - Decrease in contracts for Building Department  -$73,000 - Decrease in contracts for Police Department  -$50,000 - Requested fire training grounds not included in budget  +$3,663,010 - rollover of FY 24/25 capital project funding that is not needed until FY 25/26  + $100,000 - repayment to the General Fund from the Water Fund as partial loan repayment against the $1 million FY 22/23 General Fund loan to the Water Fund  + $115,000 - repayment to the General Fund from the Wastewater Fund as partial loan repayment against the $500,000 FY 22/23 General Fund loan to the Wastewater Fund  +$438,366 - transfer from Development Impact Fire Fees to repay a portion of the purchase of the fire engine (additional information provided later in this overview) Additional budget changes compared to last Fiscal Year are moving expenses from #4407 Community Promotions to specific departments, including the following:
 $130,000 - UpValley Family Center moved to Recreation #4152  $40,000 - Boys & Girls Club moved to Recreation #4152  $55,000 - JPA Climate moved to Planning #4115
 $30,000 - Community Enrichment Grants moved to City Council #4110  $5,000 - Economic Diversity Grants moved to City Council #4110  $24,000 - Animal services agreement moved to Police #4106  $60,000 - Napa Housing moved to Measure D
 $12,000 - Fair Housing moved to Measure D
 $8,300 - NVTA Shuttle moved to Transit Shuttle #4405
General fund reserves: In addition to achieving a balanced General Fund, the budget also complies with the City Council’s policy of maintaining reserves equal to 50% of General Fund operating (non-capital) expenditures, totaling $10.7 million.

Item #6.8.

Fire Engine
The budget includes the 50% reserve adjustment due to the purchase of a Fire Engine. The balance owed for the Fire Engine at the end of FY 25/26 will be $594,000. The balance includes the donation of $178,624 from Calistoga Fire Association and two transfers from Water and Wastewater for the loans from the General Fund. The purchase of the new fire engine, made possible by utilizing General Fund reserves, reduced the available reserves to approximately 44.5% ($10.1 million). The loan has four years remaining (roughly $200,000 per year), and this timeframe may be shortened if General Fund revenues exceed expectations or expenditures are lower than anticipated.

Fee Schedule
Revenue from fees represents an estimated amount of 1.5 million or 7.11% of the City's total operating revenue. These fees should be reviewed annually and are incorporated into the adoption of this budget item.

Water and Wastewater Funds
The utility rate adjustments adopted in 2023 are functioning as they were intended. In the current budget year, the structural deficit has been eliminated, and in the upcoming budget year, there is sufficient revenue to cover mandatory maintenance and capital repairs.

Special Funds
The budgets for various special funds are also included in the comprehensive budget document.

Included are Measure D and Infrastructure funds, with the following notable expenditures:
 $100,000 - Utility relief program from Measure D budget  $110,000 - Nexus Study from Measure D budget
 $200,000 - Fairgrounds Butler Building Retrofit from Infrastructure budget  $20,000 - Fairgrounds sprinklers and hood from Infrastructure budget  $15,000 - Fairgrounds Lighting repairs from Infrastructure budget Budget Vulnerabilities
While the budget is balanced, it does not include any special funding for potential revenue declines, such as those resulting from a recession, nor does it address the need for a long-term plan for the fairgrounds. Additionally, it fails to address various staff-related needs for sufficient space.

Furthermore, we will be entering into labor negotiations, which will have an impact on this budget.

Appropriations Limit
State Law requires the City to set an appropriation limit, commonly referred to as the Gann Limit.

The limit is based on appropriations (formal authorization by the City Council to spend funds) only from proceeds of taxes, as defined by the law and statewide reporting guidelines. The appropriation limit amount is increased each year by a formula that uses a combination of percent changes in the Statewide Per Capita Income (PCI), City or County Population, and Nonresidential assessed valuation.

The FY25/26 appropriations limit for the City is $184,350,132. This percentage may be used as an alternative to the change in California's PCI for calculating a taxing agency's annual adjustment of its Appropriations Limit, according to Article XIIIB of the State Constitution, as amended by Item #6.8.

Proposition 111 in June 1990. In FY 25/26, appropriations were limited to 21.06% of nonresidential new construction.

The FY 25/26 budget appropriations of $17,572,370 are the portion funded from tax proceeds and are subject to the limit. Calistoga's utilization is just 10% of the allowed limit. The amount under the appropriations limit is $166,777,762 or 90%.

Attachment 2 of the staff report includes the resolution and the report for the FY 25/26 adoption of the appropriation limit.

FINANCIAL IMPACT:

An adopted budget provides the financial resources to provide day to day services to the community and adequate funding for specific capital improvement projects.

CEQA STATUS:

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

ATTACHMENT(S):

FY 25-26 Budget Adoption Resolution FINAL
Attachment 2 Resolution-Gann Limit FY 25-26 Gann Report 06.24.25 FY 25-26 Budget Book - 06.24.25
FY 25-26 Fee Schedule - 06.24.25
Exhibit A - FY 25-26 Salary Schedule
APPROVAL(S):

Rachel Stepp, Deputy City Manager Approved - Jun 15 2025 Connie Cardenas, Admin. Services Director Approved - Jun 16 2025 Laura Snideman, City of Calistoga | City Manager Approved - Jun 17 2025 Yudiana Galvan, City of Calistoga | City Clerk Approved - Jun 17 2025 Item #6.8.

RESOLUTION NO. 2025-XXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA, COUNTY OF NAPA, STATE OF CALIFORNIA, APPROVING THE CITY’S

OPERATING AND CAPITAL IMPROVEMENT BUDGET FOR FISCAL YEAR 2025-26, FEE SCHEDULE, PERSONNEL AND STAFF LISTING, AND

SALARY SCHEDULE
WHEREAS, the City Council has reviewed the proposed Operating Budget and Capital Improvement Budget for the period of July 1, 2025, through June 30, 2026, and does hereby find the recommendation to be necessary and in the City’s best interest; and
WHEREAS, the City Manager has reviewed the Fee Schedule as it relates to the city’s costs for providing various activities, products, and services; and WHEREAS, the City Manager has reviewed the staffing needs of the organization necessary to implement the priorities of the City Council; and WHEREAS, having reviewed the Public Works Department scope of services, the City Manager recommends elimination of the Assistant/Associate Engineer and Senior Engineer positions and the addition of one Principal Engineer and one Deputy Public Works Director position; and WHEREAS, having reviewed the Planning and Building Department's scope of services, the City Manager recommends the addition of one Senior Planner position for the department to have more time overall to devote to Housing Element implementation, including housing applications, programs, and policies; and
WHEREAS, having reviewed the Fairground Revitalization Department's scope of services, the City Manager recommends the addition of one Maintenance Technician position; and
WHEREAS, having reviewed the Administrative Services Department's scope of services, the City Manager recommends elimination of one Administrative Services Technician position and the addition of one Human Resources/Finance Specialist position; and
WHEREAS, the salary schedule needs to incorporate a salary range for the Principal Engineer; and
WHEREAS, having reviewed compensation of the City’s comparable agencies and considering internal salary consistency, the City Manager recommends a top salary of $ 12,997.33 per month for the Principal Engineer; Attachment 1
Item #6.8.

Resolution No. 2025-____

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Calistoga hereby:
1) Approves the budget for the City of Calistoga Operating and Capital Improvement Budget as presented on June 24, 2025, including the salary schedule for Fiscal Year 2025-26 shown as Exhibit A to this resolution, which incorporates the following classification and salary range effective July 6, 2025:

Classification Monthly-1 Monthly-2 Monthly-3 Monthly-4 Monthly-5 FLSA Principal Engineer $10,692.93 $11,227.58 $11,788.96 $12,378.41 $12,997.33 Exempt The Principal Engineer is an unrepresented management
classification.
2) Approves the Personnel and Staffing listing as shown in the budget book, which incorporates the following amendments:

Allocation
Classification
Effective
Date Current Proposed Change
Deputy Public Works Director 07-06-25 0.0 1.0 1.0
Senior Engineer 07-06-25 1.0 0.0 -1.0
Principal Engineer 07-06-25 0.0 1.0 1.0
Associate Engineer 07-06-25 1.0 0.0 -1.0
Senior Planner 07-01-25 0.0 1.0 1.0
Maintenance Technician I/II 07-01-25 6.0 7.0 1.0
Human Resources/Finance Specialist
Reclass
07-06-25 0.0 1.0 1.0
Administrative Services Technician
Reclass
07-06-25 1.0 0.0 -1.0
Net Change 2.0
3) Approves the Fee Schedule for the City of Calistoga for Fiscal Year 2025-26 as ‘FY 25-26 Fee Schedule – 06.10.25 as attached’ Item #6.8.

Resolution No. 2025-____

4) Approves the amendment to the General Fund excess reserve policy at year-end closing, from 100% transfer to Fund #10-3299 Infrastructure, to the following structure:
• 50% transfer to Fund #10-3299 Infrastructure
• 25% transfer to Fund #10-3299-0100 Vehicle and Equipment Replacement
• 25% transfer to Fund #66 CalPERS Employer Unfunded
Accrued Liability Contribution
5) Authorizes the City Manager to make any technical corrections in any of the associated documents.

I, Yudiana Galvan, City Clerk of the City of Calistoga, hereby certify that the foregoing Resolution was duly adopted by the City Council of the City of Calistoga at a regular meeting held on the 24th day of June 2025, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST:
______________________________ _______________________
Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.8.

RESOLUTION NO. 2025
-xxx

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

NAPA, STATE OF CALIFORNIA, ADOPTING THE APPROPRIATION LIMIT FOR FISCAL YEAR 2025-26 AND THE APPROPRIATIONS SUBJECT TO LIMIT FOR FISCAL YEAR 2025-26
WHEREAS, the people of California on November 6, 1979, added Article XIII-B to the State Constitution placing various limitations on the appropriations of the State and local governments; and WHEREAS, the State Legislature adopted Chapters 1205 and 1342 of the 1980 Statutes which implemented Article XIII-B; and
WHEREAS, the people of California on June 5, 1990 amended Article XIII-B effective July 1, 1990; and
WHEREAS, the provisions of the amendments have been interpreted by a coalition of statewide organizations, and the organizations have issued through the League of California Cities revised guidelines to recalculate the appropriations limit; and WHEREAS, the Government Code provides the process in which to calculate the appropriations limit and requires cities to adopt a resolution setting the annual appropriation limit (attached to this resolution as Exhibit A); and
WHEREAS, the City has complied with the provisions of Article XIII-B in determining the appropriations limit for Fiscal Year 2025-26; and

NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF CALISTOGA DOES RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS:

Section 1. The annual adjustment factors used to calculate the FY 2025-26 appropriations limit shall be the change in non-residential assessed valuation percentage 9.96% and January 2024 City population .56%.

Section 2. The FY 2025-26 appropriation limit shall be $184,350,132.

Section 3. The FY 2025-26 final appropriations subject to the appropriation limit is $17,572,370.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Calistoga at a regular meeting held on the 10th day of June 2025.

I, Yudiana Galvan, City Clerk of the City of Calistoga, hereby certify that the foregoing Resolution was duly adopted by the City Council of the City of Calistoga at a regular meeting held on the 24th day of June 2025, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

Item #6.8.

Resolution No. 20XX-0XX

ATTEST: APPROVED:
____________________________ _____________________________ Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.8.

City of Calistoga Fiscal Year 25-26 Budget
Exhibit A
Appropriations Limit for Fiscal Year 2025-26 Budget
DESCRIPTION: Consideration of a Resolution adopting the Fiscal Year 2025-26 appropriation limit.

RECOMMENDATION: Consider adopting resolution.

BACKGROUND: State law requires the City to set an appropriation limit. The limit is based on appropriations (formal authorization by the City Council to spend funds) only from proceeds of taxes, as defined by the law and statewide reporting guidelines. The appropriations limit amount is increased each year by a formula that uses a combination of percent changes in the Statewide Per Capita Income (PCI), City or County Population and Non-residential assessed valuation.

In November 1979, the people of California added Article XIII-B to the State Constitution, which placed limitations on the appropriations of State and local governments. In June 1990, the people approved Proposition 111, which, among other things, amended the Article XIII-B. The amendment created a new base year of FY 86-87, allowed annual increases based on the City or County population growth and assessed valuation growth of non-residential property, provides for exclusion of capital expenditures over $100,000 and requires an annual independent auditor review of the calculations. Statewide reporting guidelines were developed to define and implement the changes and establish the annual audit requirements.

The City's appropriation limit and the appropriations subject to limit are calculated based on the statewide reporting guidelines and are reviewed by the independent auditor for compliance with the State law and guidelines. The appropriations limit has increased significantly since 1987 by applying the higher of County or City population growth rates and the percentage of non-residential assessed valuation growth. The State Department of Finance provides the PCI and population growth rates. The County Assessor provided the non-residential assessed valuation information.

In reviewing the statewide reporting guidelines and best practices in other Cities, it has become practice in recent years to perform a year end update of the appropriations subject to limit. This is done to determine if there have been any significant changes in appropriations from the initial budget adoption.

Fiscal Year 25-26 Appropriations Limit
The Fiscal Year 25-26 appropriations limit for the City is $184,350,132. This limit increased from the prior year for two reasons: 1) .56% increase for the County population growth rate and 2) 9.96% increase from the prior year valuation growth primarily due to a FY 24-25 increase in taxable values for the City due to Item #6.8.