Agenda — Calistoga City Council, June 23, 2026 (part 1 of 2)

Mayor
Donald Williams
Vice Mayor
Lisa Gift
Councilmembers
Irais Lopez-Ortega
Scott Cooper
Kevin Eisenberg
AGENDA
City Council - Regular Meeting
Tuesday, June 23, 2026 - 6:00 PM
1307 Washington St., Calistoga
Hybrid
AMENDED 6/19/26
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

2. Listen or participate via your phone – dial 1-669-900-6833, enter webinar ID: 869-7536-9274

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 the 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 must be submitted at least four hours prior to the meeting start time to be included in the agenda and posted online. Comments received thereafter, will be made part of the official record and given to the Committee 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.

3.1. Public Comment 6.23 (Page 5 - 10)
Additional Public Comment (Page 5 - 10)

4. CITY MANAGER’S REPORT

5. PROCLAMATIONS/PRESENTATIONS/ AWARDS

5.1. Council will consider making a proclamation in honor of Parks Make Life Better!® Recommended Action: - Consider Making the Proclamation
Staff Report - Proclaiming July as Parks Make Life Better!® Month - Pdf (Page 11 - 12)

5.2. Council will receive a presentation regarding a proposed project at 1800 Lincoln Avenue.

Recommended Action: - Receive the Presentation
Staff Report - Council will Receive a Presentation - Pdf (Page 13 - 39) Presentation (Page 13 - 39)

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 Approving and Accepting the Grant of Utility Easement and Maintenance and Access Agreement with the Calistoga Joint Unified School District and Authorizing the City Manager to Execute the Agreement to Create a 15-Foot-Wide Utility Easement and Confirm Other Maintenance Obligations.

Recommended Action: - Consider Adopting the Resolution
Staff Report - Utility Easement and Maintenance and Access Agreement with the Calistoga Joint Unified School District to create a 15 foot wide utility - Pdf (Page 40 - 67)

6.3. Consider Adoption of a Resolution Authorizing the City Manager to Execute a License Agreement with the Calistoga Chamber of Commerce for the Continued Operation of the Calistoga Farmers Market.

Recommended Action: - Consider Adopting the Resolution
Staff Report - License Agreement with Calistoga Chamber of Commerce - Pdf (Page 68 - 97)

6.4. Authorization for the City Manager to Execute a License Agreement with New Cingular Wireless PCS, LLC for Cellular Communications Facilities at the Calistoga Fairgrounds.

Recommended Action: - Consider Authorizing the City Manager/Staff to Enter into the Agreement
Staff Report - License Agreement with New Cingular Wireless PCS, LLC - Pdf (Page 98 - 121)

6.5. Consideration of a request to authorize the issuance of a Purchase Order (PO) to Rescue Engineers in the amount of $69,500 for the installation of granulated activated carbon (GAC) into the existing filters at the Kimball Water Treatment Plant (WTP).

Recommended Action: Adopt a resolution authorizing the City Manager to issue a Purchase Order to Rescue Engineers in an amount not to exceed $69,500, inclusive of a 5% contingency, for GAC installation at the Kimball WTP.

Staff Report - Authorization to Issue a Purchase Order to Rescue Engineers for Installation of Granulated Activated Carbon Media at the Kimball Water - Pdf (Page 122 - 127)

6.6. Consideration of an Ordinance amending Sections 8.16.010, 8.16.020, and 8.16.030 and adding Section 8.16.090 to Chapter 8.16, “Garbage and Refuse” of Title 8 of the Calistoga Municipal Code relating to commercial waste collection and disposal.

Recommended Action:

Staff recommends that City Council waive the second reading and approve the Ordinance amending Sections 8.16.010, 8.16.020, and 8.16.030 and adding Section

8.16.090 to Chapter 8.16, “Garbage and Refuse” of Title 8 of the Calistoga Municipal Code relating to commercial waste collection and disposal.

Consider Approving the Ordinance Amendment

Page 2 of 182 ends

Staff Report - Second Reading of an Ordinance Amending Chapter 8.16 of the Calistoga Municipal Code, “Garbage and Refuse” Relating to Commercial Waste - Pdf (Page 128 - 137)

6.7. Consider adopting a Resolution Authorizing the City Manager to Execute an Agreement with UpValley Family Centers for Administration of the City of Calistoga Water and Wastewater Utility Assistance Program.

Recommended Action: - Consider Adopting the Resolution
Staff Report - Agreement with UpValley Family Centers for Administration of the Water and Wastewater Utility Assistance Program - Pdf (Page 138 - 159)

6.8. First amendments to Boys and Girls Club Consultant Services Agreement and Monhoff Center Lease Agreement
Recommended Action: Consider resolution approving First Amendments to Consultant Services and Building Lease Agreements.

Staff Report - Boys & Girls Club Consultant Services and Monhoff Building Lease Agreements - Pdf (Page 160 - 166)

7. PUBLIC HEARING

8. GENERAL GOVERNMENT

8.1. Provide input, discuss options, and provide direction to staff on what grant to submit to UVA.

Recommended Action: - Consider Discussing the Item and Providing Staff Direction Staff Report - City Council Direction on Priority Projects for Upper Valley Waste Management Agency (UVA) Funding Application - Pdf (Page 167 - 171)

8.2. Consideration and direction regarding the development and release of a Request for Proposals (RFP) for the operation and long-term management of the Mt. St. Helena Golf Course.

Recommended Action: - Consider Discussing the Item and Providing Staff Direction Staff Report - Consideration and direction regarding development and release of a Request for Proposals (RFP) for operation and long-term management o - Pdf (Page 172 - 182)
PUBLIC COMMENT (Page 172 - 182)

8.3. ***THIS ITEM WAS CONTINUED TO A FUTURE MEETING*** Consideration of Amending Calistoga Municipal Code Chapter 17.37 – Accessory Dwelling Units, to comply with state regulations and provide additional incentives for ADU development.

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.calistogca.gov.

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,

Page 3 of 182 ends

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 16, 2026.

Yudiana Galvan, City Clerk

Page 4 of 182 ends

1 Yudiana Galvan
From: Ira Warm
Sent: Friday, June 19, 2026 3:54 PM
To: Public Comment
Subject: Golf
Please restore golf in Calistoga at the fairgrounds
Thank you
Ira Warm
Item #3.1.

Page 5 of 182 ends

Item #3.1.

Page 6 of 182 ends

Item #3.1.

Page 7 of 182 ends

Item #3.1.

Page 8 of 182 ends

Item #3.1.

Page 9 of 182 ends

1 Yudiana Galvan
From: Ted Antonopoulos
Sent: Tuesday, June 23, 2026 2:54 PM
To: Public Comment
Cc:

Subject: Oral Communication - 4th Street in Calistoga
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

This letter is in reference to two ongoing conditions affecting those who reside on 4th Street in Calistoga.

Though the street is only one block long, it had been plagued on the South end of the street by an ongoing apartment construction project that has been going on for well over 2 years and still not nearing completion. The residual effects of this project include construction vehicles, traffic cones, traffic signage posted for weeks at a time and taking up valuable parking opportunities for residents and guests, the typical noises associated with construction projects, debris dumpsters in the street, piles of construction materials in the street, sidewalk interruptions, blocking access to Washington Street from the south end of 4th street for days at a time (including weekends when no construction work is taking place), digging up the street on multiple occasions for sewer installation and other installations … you get the picture. And there appears to be no sense of urgency for this project to be completed. Days go by with only an occasional worker present while piles of construction debris lay untouched. It seems that the city would have some restrictions in place which govern how long a project like this can go on before it is completed. It has clearly become a nuisance … not only for the residents of 4th Street, but also for paid services like garbage pickup, street sweeping, postal delivery and the like who all need access to the street but are challenged by the constant disruptions denying such access.

The second item is the condition of the street itself. The concrete pavement is ridden with large cracks that have been left untreated for years. Compounding that, several homes (including ours) have required sewer repairs that have resulted in more uneven pavement once the projects are completed. Resurfacing of this street is long overdue and is in need of your attention.

We do not own our residence of 5 years at 1427 4th Street. And while city and county taxes are paid by the owners of our rental home, we do pay a premium for living in Calistoga and feel compelled to bring these disruptions that affect residents of 4th Street to your attention.

Thank you for your time and we hope that you will consider these suggestions in your governance of our city.

Best wishes,
Teddy and Susie Antonopoulos
Item #3.1.

Page 10 of 182 ends

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Yudiana Galvan, City of Calistoga | City Clerk
Meeting: City Council Regular Meeting - Jun 23 2026
Subject: Proclaiming July as Parks Make Life Better!® Month DESCRIPTION:

Council will consider making a proclamation in honor of Parks Make Life Better!® RECOMMENDATION:

Consider Making the Proclamation
CEQA STATUS:

None
ATTACHMENT(S):

Parks proclamation
APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Jun 12 2026 Rachel Stepp, Deputy City Manager Approved - Jun 12 2026 Yudiana Galvan, City of Calistoga | City Clerk Approved - Jun 15 2026 Item #5.1.

Page 11 of 182 ends

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 2026 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.

SIGNED AND SEALED THIS 23RD DAY OF JUNE 2026
___________________________
Donald Williams, Mayor
Item #5.1.

Page 12 of 182 ends

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Yudiana Galvan, City of Calistoga | City Clerk
Meeting: * AMENDED AGENDA* City Council Regular Meeting - Jun 23 2026 Subject: Council will Receive a Presentation
DESCRIPTION:

Council will receive a presentation regarding a proposed project at 1800 Lincoln Avenue.

RECOMMENDATION:

Receive the Presentation
CEQA STATUS:

None
ATTACHMENT(S):

Presentation
APPROVAL(S):

Page 13 of 182 ends

1800 LINCOLN AVENUE
A Plan Built for Calistoga
Choosing less density and building housing the town actually needs.

A locally owned, 3rd-generation Calistoga family
City Council Presentation · Calistoga, California · 2026 Item #5.2.

Page 14 of 182 ends

Who We Are & How We Got Here
A local family with a long history on this land, and a builder who has done this the right way in Calistoga.

Here since 1971
Our family has owned this site for three generations, along with commercial property downtown. Calistoga is our home, not just an opportunity.

Owners, not outside developers
We intend to build and hold. That means we have to live with what gets built, and with our neighbors, long after the ribbon is cut.

Partnered with Diamond Construction
A custom builder we watched navigate neighbor concerns and deliver at 2400 Grant Street, working closely with the City and the community.

THE 2400 GRANT STREET TRACK RECORD
Diamond Construction took on a difficult
Calistoga infill site and earned approval by
listening first.

They worked through neighbor concerns,
adjusted the plan, and built something the
community could accept, rather than building
and walking away.

That is exactly the approach we are bringing to
1800 Lincoln.
1800 Lincoln Avenue · City Council Presentation 2
Item #5.2.

Page 15 of 182 ends

About the Site

8.36 vacant acres in the middle of town, split-zoned and named for housing.

Source: City of Calistoga zoning map. The subject parcel is outlined in red.

8.36 acres, vacant
Three adjoining parcels our family has held since 1971, in the middle of Calistoga off Lincoln Avenue.

Split-zoned today
R-3 Multi-Family on the inside and Community Commercial (CC) along Lincoln Avenue.

A named opportunity site
1 of only 7 sites in the current Housing Element, with a targeted maximum of 181 units before state density bonus law. It was also named an opportunity site in the prior Housing Element.
1800 Lincoln Avenue · City Council Presentation 3
Item #5.2.

Page 16 of 182 ends

The Baseline the Law Already Sets
We are not choosing between this plan and open space. The realistic alternative is a denser by-right project. "By Right" Approval vs. Negotiated Development Plan
Due to its inclusion in the Housing Element, this site has drawn strong developer interest, all of whom indicated they would take advantage of maximum density.

SB 330: Housing Crisis Act
Limits hearings and locks in rules early. A qualifying project can move with little or no design review and few chances for neighbors to weigh in on issues such as building heights and setbacks.

State Density Bonus Law
With affordable units as few as 5%, the state grants bonus units plus unlimited waivers and concessions that override local controls on key issues such as building heights and setbacks.

The city has little to no room to say no.

Already proven nearby
The Lincoln Ave Apartments received 21 bonus
units and Silverado Terrace received 11 bonus
units, both using versions of these laws.

So the real question for Council:
a well-designed, reviewable, lower-density
plan shaped together, or a denser by-right
project with unforeseen impacts on
adjacent properties?
1800 Lincoln Avenue · City Council Presentation 4
Item #5.2.

Page 17 of 182 ends

The Process So Far
We are doing this the right way: vested under housing laws, and in close coordination with the City.

Submitted & vested SB 330 application
Filed and vested, locking in the governing rules and our right to proceed under housing laws.
10+ meetings with City staff
Shared designs with the Planning and Building Director 10+ times over the past few years to align with City priorities.

Met with City leadership
Sat down with the current and prior City Managers to learn what the City wants here and how we can support it.

Met with Council members
Individual conversations to understand priorities directly and shape a plan that reflects them.

Held a community meeting
Met with neighbors of the parcel a couple weeks ago to
walk through the plan and hear what they thought.

Brought it to public review
Presenting the plan openly through the City's process, the way responsible development should be done.
1800 Lincoln Avenue · City Council Presentation 5
Item #5.2.

Page 18 of 182 ends

What We Heard
From the neighborhood meeting. These concerns are shaping how we refine the plan.

Impact along the fence line
Studying setbacks, massing, and buffering where our
homes meet existing back yards.

Traffic and circulation
Refining circulation to direct trips toward Lincoln Avenue and ease pressure on neighborhood streets.

Building heights & water table
Evaluating how high finished floors must sit given
groundwater, and how that affects building height.

Impact on existing trees
Taking a closer look at tree preservation and what the
layout can protect.
1800 Lincoln Avenue · City Council Presentation 6
Item #5.2.

Page 19 of 182 ends

The Current Concept
A walkable neighborhood of homes to own and apartments, organized around a central park. 37 single-family & duet homes to own · 80 apartments (20% Missing Middle) · central park · pedestrian connections to downtown and the Oat Hill Mine Trailhead 1800 Lincoln Avenue · City Council Presentation 7
Item #5.2.

Page 20 of 182 ends

Housing Laws Applied
The state and local laws in play here, and what each one allows on this land.

SB 330: Housing Crisis Act
Once an application is submitted and vested, SB 330 freezes the rules in place and caps the number of public hearings. The standards that govern this project are locked, and the City cannot move the goalposts after the fact.

AB 130: CEQA Exemption
AB 130 exempts qualifying infill housing from CEQA, the environmental-review process that normally invites years of study, appeals, and litigation. With CEQA off the table, the usual tool used to slow a project down no longer applies.

State Density Bonus Law
By committing affordable units, a builder unlocks bonus units above the maximum zoning, plus waivers and concessions
that override local controls on housing, setbacks, parking, and more. We are using this to support affordability, but in other hands it is how a much larger, taller project gets approved with little the City can refuse.

RHNA & Housing Element
The state assigns Calistoga a housing quota (RHNA), and the City's Housing Element names where it goes. This parcel was named in the last two cycles, which is what gives it
streamlined, by-right development power and has brought this land significant attention from regional and national developers.
1800 Lincoln Avenue · City Council Presentation 8
Item #5.2.

Page 21 of 182 ends

AB 130: Streamlined Housing Approval
A 2025 state law that speeds infill housing, and it applies to this site.

What AB 130 does
Signed in 2025, AB 130 streamlines approvals for qualifying infill housing and provides a CEQA exemption, cutting cost and delay for eligible projects.

Why it applies here
1800 Lincoln is exactly the kind of infill, Housing-Element site AB 130 was written for:
vacant land, in town, already designated for housing.

The City concurs
The City agrees AB 130 applies to this site, giving us a shared, state-backed framework to move a responsible plan forward.

What this means
AB 130 removes the CEQA uncertainty and the
years of delay that usually come with a project
this size.
1800 Lincoln Avenue · City Council Presentation 9
Item #5.2.

Page 22 of 182 ends

Inclusionary vs. Missing Middle Housing
Two different objectives. The need in Calistoga points toward the one this plan delivers.

Inclusionary Housing
Deed-restricted low- and moderate-income units required by the City's inclusionary ordinance.

Serves households who qualify for income-restricted affordable housing.

Already required and being built; not the gap Calistoga is struggling with today.

Missing Middle Housing
Homes attainable for working households who earn too much for income-restricted units but can't afford market-rate.

Teachers, nurses, tradespeople, local employees, the people Calistoga is losing.

The housing Calistoga most needs, and has built the least of.

Calistoga has done a great job providing low- and very-low-income housing. Missing Middle is the harder problem: today's laws and funding don't reward building it, so outside developers have little reason to. That is exactly the gap we are choosing to solve for here. 1800 Lincoln Avenue · City Council Presentation 10
Item #5.2.

Page 23 of 182 ends

A Development Agreement
We agree Missing Middle is the need. Let's negotiate the exact commitment, together.

We understand Missing Middle housing is an issue in Calistoga. Each Council member has communicated that to us, which is why it is central to our plan and why we are solving for it here. We would welcome the chance to help solve for it on other sites in town too, and we are willing to commit to it by contract.

TODAY'S ORDINANCE REQUIRES EITHER
A. 10% low income
or
B. 20% moderate income
One option or the other, applied across the total site. This is the floor the City can require today.

WHAT WE BRING TO THE TABLE
A minimum of 20% of the apartments as Missing Middle.

Measure D partnership. Measure D funding would let us underwrite the project without needing to add additional density, while still delivering Missing Middle housing, which remains one of the City's top priorities.

Earl & Eddy. A site on Council's radar for years. We would partner with Diamond Construction to build and sell these as for-sale Missing Middle townhomes for Calistoga residents.

Designed for Calistoga, to respect our town. Not what a bigbox developer would maximize, but something built to respect this town. 1800 Lincoln Avenue · City Council Presentation 11
Item #5.2.

Page 24 of 182 ends

Where We Go From Here
Something will be built on this land. The best version of it gets built together.

We are still meeting with neighbors and business owners, and we are hearing conflicting input, from Council and from the community.

Hear each other
Neighbors, business owners, and
Council in one room, reacting to a real
plan together.
›
Refine the plan
Reconcile conflicting input and fold
what we learn into a sharper, more
sensitive design.
›
Work with the City
Continue through the public process
to do what is right for this site and this
downtown.
›
Build for Calistoga
Deliver housing the town actually
needs, by a family that will still be
here for it.

Something will be built on this land, and the best version gets built together. Let's build it now, before the new hotels come online, so there is housing for the workers our local economy will need to thrive. 1800 Lincoln Avenue · City Council Presentation 12
Item #5.2.

Page 25 of 182 ends

Thank You
We are here to introduce ourselves, the site, and a plan we want to build together. The floor is open.

Adam Hemberger
Brian Griggs and Jeff Stone
Diamond Construction and Development
Calistoga Lincoln Investments LLC
[email protected]
1800 Lincoln Avenue · City Council Presentation 13
Item #5.2.

Page 26 of 182 ends

1800 LINCOLN AVENUE
A Plan Built for Calistoga
Choosing less density and building housing the town actually needs.

A locally owned, 3rd-generation Calistoga family
City Council Presentation · Calistoga, California · 2026 Item #5.2.

Page 27 of 182 ends

Who We Are & How We Got Here
A local family with a long history on this land, and a builder who has done this the right way in Calistoga.

Here since 1971
Our family has owned this site for three generations, along with commercial property downtown. Calistoga is our home, not just an opportunity.

Owners, not outside developers
We intend to build and hold. That means we have to live with what gets built, and with our neighbors, long after the ribbon is cut.

Partnered with Diamond Construction
A custom builder we watched navigate neighbor concerns and deliver at 2400 Grant Street, working closely with the City and the community.

THE 2400 GRANT STREET TRACK RECORD
Diamond Construction took on a difficult
Calistoga infill site and earned approval by
listening first.

They worked through neighbor concerns,
adjusted the plan, and built something the
community could accept, rather than building
and walking away.

That is exactly the approach we are bringing to
1800 Lincoln.
1800 Lincoln Avenue · City Council Presentation 2
Item #5.2.

Page 28 of 182 ends

About the Site

8.36 vacant acres in the middle of town, split-zoned and named for housing.

Source: City of Calistoga zoning map. The subject parcel is outlined in red.

8.36 acres, vacant
Three adjoining parcels our family has held since 1971, in the middle of Calistoga off Lincoln Avenue.

Split-zoned today
R-3 Multi-Family on the inside and Community Commercial (CC) along Lincoln Avenue.

Page 29 of 182 ends

The city has little to no room to say no.

Already proven nearby
The Lincoln Ave Apartments received 21 bonus
units and Silverado Terrace received 11 bonus
units, both using versions of these laws.

Page 30 of 182 ends

The Process So Far
We are doing this the right way: vested under housing laws, and in close coordination with the City.

Met with City leadership
Sat down with the current and prior City Managers to learn what the City wants here and how we can support it.

Met with Council members
Individual conversations to understand priorities directly and shape a plan that reflects them.

Held a community meeting
Met with neighbors of the parcel a couple weeks ago to
walk through the plan and hear what they thought.

Brought it to public review
Presenting the plan openly through the City's process, the way responsible development should be done.
1800 Lincoln Avenue · City Council Presentation 5
Item #5.2.

Page 31 of 182 ends

What We Heard
From the neighborhood meeting. These concerns are shaping how we refine the plan.

Impact along the fence line
Studying setbacks, massing, and buffering where our
homes meet existing back yards.

Traffic and circulation
Refining circulation to direct trips toward Lincoln Avenue and ease pressure on neighborhood streets.

Building heights & water table
Evaluating how high finished floors must sit given
groundwater, and how that affects building height.

Impact on existing trees
Taking a closer look at tree preservation and what the
layout can protect.
1800 Lincoln Avenue · City Council Presentation 6
Item #5.2.

Page 32 of 182 ends

Page 33 of 182 ends

Housing Laws Applied
The state and local laws in play here, and what each one allows on this land.

Page 34 of 182 ends

AB 130: Streamlined Housing Approval
A 2025 state law that speeds infill housing, and it applies to this site.

What AB 130 does
Signed in 2025, AB 130 streamlines approvals for qualifying infill housing and provides a CEQA exemption, cutting cost and delay for eligible projects.

Why it applies here
1800 Lincoln is exactly the kind of infill, Housing-Element site AB 130 was written for:
vacant land, in town, already designated for housing.

The City concurs
The City agrees AB 130 applies to this site, giving us a shared, state-backed framework to move a responsible plan forward.

What this means
AB 130 removes the CEQA uncertainty and the
years of delay that usually come with a project
this size.
1800 Lincoln Avenue · City Council Presentation 9
Item #5.2.

Page 35 of 182 ends

Inclusionary vs. Missing Middle Housing
Two different objectives. The need in Calistoga points toward the one this plan delivers.

Inclusionary Housing
Deed-restricted low- and moderate-income units required by the City's inclusionary ordinance.

Serves households who qualify for income-restricted affordable housing.

Already required and being built; not the gap Calistoga is struggling with today.

Missing Middle Housing
Homes attainable for working households who earn too much for income-restricted units but can't afford market-rate.

Teachers, nurses, tradespeople, local employees, the people Calistoga is losing.

The housing Calistoga most needs, and has built the least of.

Page 36 of 182 ends

A Development Agreement
We agree Missing Middle is the need. Let's negotiate the exact commitment, together.

TODAY'S ORDINANCE REQUIRES EITHER
A. 10% low income
or
B. 20% moderate income
One option or the other, applied across the total site. This is the floor the City can require today.

WHAT WE BRING TO THE TABLE
A minimum of 20% of the apartments as Missing Middle.

Earl & Eddy. A site on Council's radar for years. We would partner with Diamond Construction to build and sell these as for-sale Missing Middle townhomes for Calistoga residents.

Designed for Calistoga, to respect our town. Not what a bigbox developer would maximize, but something built to respect this town. 1800 Lincoln Avenue · City Council Presentation 11
Item #5.2.

Page 37 of 182 ends

Where We Go From Here
Something will be built on this land. The best version of it gets built together.

We are still meeting with neighbors and business owners, and we are hearing conflicting input, from Council and from the community.

Page 38 of 182 ends

Thank You
We are here to introduce ourselves, the site, and a plan we want to build together. The floor is open.

Adam Hemberger
Brian Griggs and Jeff Stone
Diamond Construction and Development
Calistoga Lincoln Investments LLC
[email protected]
1800 Lincoln Avenue · City Council Presentation 13
Item #5.2.

Page 39 of 182 ends

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Derek Rayner, Public Works Director/City Engineer Meeting: City Council Regular Meeting - Jun 23 2026
Subject: Utility Easement and Maintenance and Access Agreement with the Calistoga Joint Unified School District to create a 15 foot wide utility easement and confirm other maintenance obligations.

DESCRIPTION:

Consider adopting a Resolution Approving and Accepting the Grant of Utility Easement and Maintenance and Access Agreement with the Calistoga Joint Unified School District and Authorizing the City Manager to Execute the Agreement to Create a 15-Foot-Wide Utility Easement and Confirm Other Maintenance Obligations.

RECOMMENDATION:

Consider Adopting the Resolution
SUMMARY:

During the construction of the new Calistoga Joint Unified School District ("District") synthetic track and field, City staff discovered that no easement existed for the City’s potable and recycled water pipelines that run beneath the new facilities and continue across the District’s property. City staff worked with District leadership to create a 15-foot-wide utility easement and prepare an agreement that clearly defines each party’s responsibilities for maintenance, utility repairs, and turf restoration.

ANALYSIS:

After reviewing the District's existing title report, City staff determined no utility easements had ever been recorded for the City’s potable water main and recycled water main that cross the District’s property. Easements are necessary for the City to access the utilities to construct, maintain, or repair these facilities.

Because maintenance of these pipelines may require excavation within the synthetic turf area, staff initiated discussions with Superintendent Dr. Audra Pittman and Facilities Director Chris Ochs to define the easements and agreement language necessary to ensure clear long-term responsibilities.

The District expressed concern about protecting its investment in the new field, and both agencies agreed that the City should remain fully responsible for utility maintenance and repairs, as the owner of the utilities, while the District would remain responsible for replacement of the synthetic turf and track surfaces above the pipelines. The attached Grant of Utility Easement and Maintenance and Access Agreement (“Agreement”) identifies the location, and the agreement formalizes this division of responsibilities and outlines coordination procedures, backfill standards, and restoration requirements.

Item #6.2.

Page 40 of 182 ends

To legally establish access rights, a licensed surveyor prepared a 15-foot-wide utility easement with a legal plat and description, which is included as part of the Agreement.

This easement and Agreement ensure the City can maintain essential water/recycle infrastructure while protecting the District’s facilities and clarifying responsibilities between both agencies.

FINANCIAL IMPACT:

The city spent $7,558 to hire a surveyor from our pre-qualified list to complete the licensed surveyed plat and descriptions defining the easements for both the water and recycle pipelines and staff spent time meeting and reviewing documents with District staff and legal costs to finalize the documents.

CEQA STATUS:

Replacement of existing infrastructure not increasing capacity is exempt from CEQA.

ATTACHMENT(S):

Draft Resolution - Utility Easement
FINAL AGREEMENT_CALISTOGA_CJUSD
APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Jun 11 2026 Rachel Stepp, Deputy City Manager Approved - Jun 11 2026 Yudiana Galvan, City of Calistoga | City Clerk Approved - Jun 15 2026 Item #6.2.

Page 41 of 182 ends

RESO Utility Easement (CAO Edits) 4918-9127-1092 v.1.doc RESOLUTION NO. 2026-XXX

ADOPTED XXXXX

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

NAPA, STATE OF CALIFORNIA, APPROVING AND ACCEPTING THE GRANT OF

UTILITY EASEMENT AND MAINTENANCE AND ACCESS AGREEMENT WITH THE

CALISTOGA JOINT UNIFIED SCHOOL DISTRICT AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT TO CREATE A 15 FOOT WIDE

UTILITY EASEMENT AND CONFIRM OTHER MAINTENANCE OBLIGATIONS WHEREAS, the Calistoga Joint Unified School District (“District”) owns certain real property located at 1608 Lake Street in the City of Calistoga on which the District operates its Calistoga Junior/Senior High School (“District Property”) identified as APN:
011-091-001-000; and
WHEREAS, the City of Calistoga (“City”) has a potable water and recycled water pipeline and desires to establish a 15-foot-wide utility easement on, over and across the District Property (“Utility for a potable water main line and a recycled water main line (the “City Facilities”); and
WHEREAS, the City and District desire to establish responsibilities for maintenance, repair, and restoration activities in the Utility Easement Area and obligations relating to the repair and replacement of the Synthetic Surfaces and other areas.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CALISTOGA DOES HEREBY find the following:

1. Approve and accept the Grant of Utility Easement and Maintenance and Access Agreement with the Calistoga Joint Unified School District to create a 15-Foot-wide utility easement as set forth in Exhibit A, which formalizes this division of responsibilities and outlines coordination procedures, backfill standards, and restoration requirements to establish access rights.

2. Authorize the City Manager to execute the Agreement and take any and all further actions and execute any and all documents to effectuate the terms of this Resolution.

Item #6.2.

Page 42 of 182 ends

Resolution No. 2026-XXX

Page 2 of 2 ends

RESO Utility Easement (CAO Edits) 4918-9127-1092 v.1.doc PASSED, APPROVED AND ADOPTED this 23rd day of June, 2026.

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.

Page 43 of 182 ends

4922-3902-1226 v2
4936-5294-9915, v. 2

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
ap

Space Above for Recorder's Use
APN:011-091-001-000
The undersigned Grantors declare:

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

GRANT OF UTILITY EASEMENT AND MAINTENANCE AND ACCESS AGREEMENT

BETWEEN THE CITY OF CALISTOGA AND CALISTOGA JOINT UNIFIED SCHOOL DISTRICT AGREEMENT NO. ________
This Grant of Utility Easement and Maintenance and Access Agreement (“Agreement”) is entered into as of 2025 (“Effective Date”), by and between the City of Calistoga, a political subdivision of the State of California (“City” or “Grantee”), and the Calistoga Joint Unified School District, a public school district organized under the laws of the State of California (“District” or “Grantor”). Collectively referred to as the “Parties.”

RECITALS
A. WHEREAS, Grantor is the fee simple owner of certain real property utilized as a High School located at 1608 Lake Street in the City of Calistoga, California, identified as APN: 011-091-001-000 and is more particularly described on Exhibit A (the “District Property”), which is attached hereto and incorporated by reference;
B. WHEREAS, the Grantee is a potable water and recycled water provider (collectively referred to as “City Facilities”) and desires to establish a 15’ wide waterline utility easement on, over and across the District Property for a potable water main line and a recycled water main line; C. WHEREAS, Grantor desires to grant to Grantee a utility easement over certain portions of the Property for the purpose of utilities subject to the terms and conditions as provided herein; D. WHEREAS, the Grantor owns and maintains synthetic track and football/soccer field surfaces that the utility easements cross under on the Grantor’s Property (“Synthetic Surfaces”) located within a portion of the Utility Easement Area, defined below and more particularly depicted in the hatched area on Exhibit A); E. WHEREAS, the Parties desire to establish responsibilities for maintenance, repair, and restoration activities in the Utility Easement Area and obligations relating to the repair and replacement of the Synthetic Surfaces to Grantor and other areas the Grantee will be responsible to replace to match in kind; Item #6.2.

Page 44 of 182 ends

4922-3902-1226 v2
4936-5294-9915, v. 2
F. WHEREAS, the Synthetic Surfaces section covers approximately 280 lineal feet of watermain and approximately 300 feet of recycle pipe within the Easement Area as depicted in Exhibit A. and the Parties have agreed that the top 18-inches is the synthetic surface zone that will be the Grantor’s responsibility to replace if the Grantee has to do any maintenance, repair or replacement of these pipes.

AGREEMENT
NOW, THEREFORE, in consideration of the premises, the receipt and sufficiency of which are acknowledged, City and District agree as follows:

1. Recitals. The foregoing recitals are incorporated into this Agreement as though set forth in full herein.

2. Grant of Easement. Grantor hereby GRANTS to Grantee a permanent, exclusive easement in, under, on, over, along, and across that certain area of land located in the City of Calistoga, California, more particularly described in Exhibit “B” and more particularly depicted in the Map attached hereto as Exhibit “B-1” and described in Exhibit “C” and more particularly depicted in the Map attached hereto as Exhibit “C-1” (Exhibits B, B1, C and C-1 are collectively referred to herein as the “Utility Easement Area”) for the Easement Purpose as defined in Section 3 of this Agreement (“Easement”), on the terms and conditions set forth in this Agreement.

3. Easement Purpose. The “Easement Purpose” collectively means the use of the Utility Easement Area as is necessary, desirable, or advisable for Grantee: the right to construct, lay, install, use, maintain, alter, add to, repair, replace, inspect and remove underground, wires, cables, conduits, manholes, vaults, pull boxes, markers, appliances, and other fixtures, necessary or convenient to operate and maintain the City Facilities, with the right of ingress and egress in, on, over, under, across and through District Property to use, construct, maintain, operate, alter, add to, repair, replace, reconstruct, inspect, and/or remove the City Facilities; and for no other purpose.

4. Maintenance and Repair Work. Each Party shall bear its own costs to construct, repair, replace, reconstruct, alter, inspect, maintain and remove (“Maintenance and Repair Work”) facilities within the Utility Easement Area on District Property. Grantee shall, at its sole cost, at all times maintain and keep the City Facilities and the immediately surrounding Utility Easement Area in good order and repair. Any repair, maintenance, or removal of the City Facilities shall be done in a clean, good, and workmanlike manner.

4.1 When any Maintenance and Repair Work is within that portion of the Utility Easement Area that is below the Synthetic Surfaces (“Synthetic Surface Area” as depicted in Exhibit A), the City shall be responsible for backfilling the with native soil or appropriate fill, as depicted in Exhibit D, and in accordance with the Synthetic Turf Base Specifications, attached hereto and hereinafter incorporated by reference as Exhibit E for backfill below Synthetic Surfaces. The City may remove the Synthetic Surfaces within the Utility Easement Area as part of the Maintenance and Repair Work. The City shall not be responsible for any damage to or replacement of the Synthetic Surfaces so long as (a) such damage or replacement need results from the City’s Maintenance and Repair Work pursuant to this Section 4, and (b) such Maintenance and Repair Work is coordinated with the District as set forth herein. The foregoing shall not relieve the City from any other damage to or destruction of District property inclusive of the Synthetic Surface Area. As it relates to the Maintenance and Repair Work, the District shall be responsible for backfilling down to subgrade as depicted in Exhibit D of the Utility Easement Area with appropriate materials and replacing or repairing the Synthetic Surface as necessary. The City shall provide compaction soil test results to the District to ensure base under pavement or concrete was adequately compacted.

4.2 For any Maintenance and Repair Work done outside Synthetic Surface Area, the City shall be responsible to backfill to finish grade and restore landscape materials in-kind in accordance with the City of Santa Rosa Standards dated January 13, 2004, or most current version. In areas that are paved, City will replace per Exhibit D. The City shall provide compaction soil test results to the District to ensure base under pavement is adequately compacted.

4.3 All Maintenance and Repair Work shall be coordinated with the District in advance of construction.

Item #6.2.

Page 45 of 182 ends

4922-3902-1226 v2
4936-5294-9915, v. 2

5. Notification and Coordination. The City shall notify the District in writing Prior to conducting any nonemergency Maintenance or Repair Work, the City shall notify the District in writing, and shall coordinate with the District regarding the Work including scheduling and specific location thereof. However, the District and the City agree that there may be instances where unscheduled, immediate Maintenance and Repair work is necessary on an urgent basis and in those cases the City shall notify the District as soon as reasonably possible. The Parties shall coordinate in good faith to ensure timely Maintenance and Repair Work with minimal disruption to District activities. Access to the Utility Easement Area shall not be unreasonably withheld.

6. Liens Prohibited. Grantee shall not cause the Utility Easement Area or the District Property to be encumbered by liens, including mechanic’s liens, as a result of its use, maintenance, or operation of the City Facilities. Grantee shall immediately remove, by payment, bonding or otherwise, any mechanic’s liens or encumbrances on the Utility Easement Area or any District Property arising out of activities conducted on Grantee’s behalf. In the event that Grantee does not, within thirty (30) calendar days following the imposition of any such lien, cause such lien to be released of record by payment or posting of a proper bond, Grantor shall have, in addition to all other remedies provided herein and by law, the right, but not the obligation to cause, upon ten (10) business days prior written notice to Grantee, the same to be released by such means as it shall deem proper, including payment in satisfaction of the claim giving rise to such lien. All such sums paid by Grantor and all expenses incurred by it in connection therewith, including costs and attorneys’ fees, shall be paid by Grantee to Grantor within ten (10) days of written demand therefor.

7. Compliance with Laws. Grantee shall ensure that the City Facilities, its use and access of the Utility Easement Area, and any activities under this Agreement fully comply with any statute, law, treaty, rule, regulation, ordinance, code, permit, enactment, injunction, order, writ, decision, authorization, judgment, decree, or other legal or regulatory determination or restriction by a court or governmental authority of competent jurisdiction, including any of the foregoing that are enacted, amended, or issued after the execution, delivery, and recordation of this Agreement, and which becomes effective after the execution, delivery, and recordation of this Agreement, or any binding interpretation of the foregoing (collectively, “Applicable Laws”).

Notwithstanding that the City Facilities may be in compliance with Applicable Laws then in effect at the time of the grant of this Agreement, if the City Facilities later become non-compliant for any reason (for example, amendment of Applicable Laws), Grantee shall immediately, and within thirty (30) days from the date Grantee is given notice of non-compliance, remove or modify the City Facilities to bring them into compliance with Applicable Laws. The grant of Easement shall not relate to, constitute a waiver of, supersede or otherwise limit or affect the rights or prerogatives of the City of Calistoga, as a government entity, including the right to enact, amend or repeal any Applicable Laws, which may affect the Utility Easement Area and the City Facilities thereon. Moreover, Grantor shall not be liable to Grantee for any diminution or deprivation of Grantee’s rights under this Agreement which may result from Grantee’s obligation to comply with any and all Applicable Laws on account of the exercise of any such authority as is provided in this Section.

8. Notices. All notices required or authorized by this Agreement shall be in writing and delivered in person, or by deposit in the United States mail, sent by certified mail, postage prepaid, return receipt requested, at the address for the receiving party set forth below. Either party may change its address by notifying the other party of the change of address. Any notice sent by mail in the manner prescribed herein will be deemed to have been received on the date noted on the return receipt or three (3) days following the date of deposit, whichever is earlier. Any notice sent by email shall be deemed to have been received on the date sent, if sent during business hours or if sent after business hours, the next business day. Notices shall be sent to the addresses below:

Calistoga Joint Unified School District
1520 Lake Street
Calistoga, CA 94515
Attn: Superintendent
Email:

City of Calistoga
Item #6.2.

Page 46 of 182 ends

4922-3902-1226 v2
4936-5294-9915, v. 2
414 Washington Street
Calistoga, Ca. 94515
Attn:

Email:

9. Insurance and Liability. Each Party shall maintain insurance or self-insurance coverage appropriate to its operations and responsibilities under this Agreement. The City will issue a Certificate of Coverage confirming self-insurance and any excess insurance programs for the following coverages:
(i) Workers’ compensation benefits and coverage in amounts no less than required by law (State Compensation Insurance Fund shall be acceptable) for qualified City employees operating the equipment.
(ii) Comprehensive commercial general liability coverage in the minimum amount of $1,000,000 per occurrence and $2,000,000 general aggregate, including but not limited to coverage for bodily injury and property damage; and (iii) Vehicle/Automobile liability insurance coverage for the Equipment in the minimum amount of $1,000,000 per occurrence and $2,000,000 general aggregate, for bodily injury and property damage.

In the event City hires a contractor to perform the Maintenance and Repair Work, City will require the contractor to procure and maintain the above listed insurance coverages.

10. Indemnification & Hold Harmless. To the fullest extent permitted by law, District and the City will each defend, indemnify, and hold each other and their respective officers, agents, and employees harmless from any claims, suits, proceedings, losses, or liabilities, including reasonable attorneys' fees, (collectively “Claims and Losses”) for personal injury (including death) or property damage arising out of or connected with the acts or omissions of the indemnifying party or any of its officers, agents, employees, volunteers, or other contractors or subcontractors in the performance of the indemnifying party's obligations under this Agreement, except to the extent such Claims and Losses are caused by the breach of the indemnified party’s obligations under this Agreement or the negligence or willful misconduct of the indemnified party or that of its employees or agents.

Each party will notify the other party promptly in writing of any Claims and Losses subject to this Section and the parties will cooperate with each other in the investigation and disposition of any claim arising under this Section; provided that nothing in this Agreement will require either party to disclose any documents, records, or communications that are protected under attorney-client privilege, litigation privilege, or the attorney work product doctrine.

11. No Third Party Beneficiaries. Nothing in this Agreement will be construed to create any rights in third parties and the parties do not intend to create such rights.

12. Authority to Contract. The City and District warrant that they are legally permitted to and otherwise have the authority to enter and perform their respective obligations under this Agreement.

13. Relationship of the Parties. None of the parties shall be construed to be a partner, joint ventures, employee, agent, representative, or participant of the other party for any purpose. None of the parties have any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other party or to bind the other party in any manner.

14. Amendment/Modification. Except as specifically provided herein, this Agreement may be modified or amended only in a writing if signed and agreed to by all parties.

Item #6.2.

Page 47 of 182 ends

4922-3902-1226 v2
4936-5294-9915, v. 2

15. Interpretation; Governing Law; Venue. This Agreement will be governed by and interpreted under the laws of the State of California, resolving any ambiguities and questions of the validity of specific provisions to give maximum effect to the Agreement's purpose. Venue for any legal action filed by either party for the purpose of interpreting or enforcing any provision hereof will be in the Superior Court of California, County of Napa, for state court actions, or the Northern District of California for federal court actions.

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

17. Entire Agreement. This Agreement contains the entire agreement among the parties relating to the rights granted and the obligations assumed hereunder. Any oral representations or modifications concerning this Agreement are of no force and effect except as documented in a subsequent modification in writing, signed and agreed to by all parties.

18. Binding Effect. This Agreement will be binding upon and inure to the benefit of the parties, their respective heirs, executors, successors-in-interest, and assigns.

19. Not a Taking. Nothing in this Agreement shall be construed as Grantor’s exercise of its eminent domain power, and Grantee acknowledges and agrees that no taking or condemnation of its property has or will result under this Agreement.

20. Successors and Assigns. The provisions of this Agreement are intended to and will run with the land, and will bind, be a charge upon, and inure to the benefit of Grantor and Grantee, their respective successors and assigns.

21. Further Assurances. Each of the parties hereto does hereby covenant and agree, without the necessity of any further consideration whatsoever, to execute, acknowledge and deliver all such other documents and instruments and to take all such other actions as may in the reasonable opinion of any of the parties hereto be necessary in order to consummate the transactions contemplated hereby or carry out more effectively any of the purposes of this Agreement.

22. Taxes. Grantee shall not be responsible for payment of any taxes, including without limitation, ad valorem taxes, levied or assessed with respect to the Utility Easement Area, except for taxes levied or assessed on any personal property installed or placed within the Utility Easement Area by Grantee.

23. Remedy. If Grantee fails to perform any of its obligations hereunder and if such failure is not cured within thirty (30) days following a written notice from Grantor, Grantee failing to perform its obligations shall be in default under the terms hereof, and Grantor shall have all rights and remedies available at law and in equity to redress such default.

24. Recordation. Upon full execution, this Easement shall be recorded in the Official Records of Napa County, State of California.
[Signatures on Next Page]
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

CITY OF CALISTOGA, GRANTEE
By: ___________________________
Mitchell Celaya, Interim City Manager
Item #6.2.

Page 48 of 182 ends

4922-3902-1226 v2
4936-5294-9915, v. 2

CALISTOGA JOINT UNIFIED SCHOOL DISTRICT, GRANTOR
By: ___________________________
Audra Pittman, Ph.D., Superintendent

APPROVED AS TO
FORM
City Attorney

APPROVED BY THE CITY
COUNCIL, City of Calistoga
Date:

By:

Date:

Processed By:

City Clerk

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

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

WITNESS my hand and official seal.

Signature: (seal)
Item #6.2.

Page 49 of 182 ends

4922-3902-1226 v2
4936-5294-9915, v. 2

EXHIBIT A-DISTRICT PROPERTY & UTILITY SCHEMATIC
Item #6.2.

Page 50 of 182 ends

4922-3902-1226 v2
4936-5294-9915, v. 2

EXHIBIT B -WATER LINE PARCEL DESCRIPTION

B
Item #6.2.

Page 51 of 182 ends

4922-3902-1226 v2
4936-5294-9915, v. 2
EXHIBIT B-1 WATER LINE DEPICTION
B-1
Item #6.2.

Page 52 of 182 ends

4922-3902-1226 v2
4936-5294-9915, v. 2

EXHIBIT C -RECYCLED WATER LINE DESCRIPTION

C
Item #6.2.

Page 53 of 182 ends

4922-3902-1226 v2
4936-5294-9915, v. 2
EXHIBIT C-1 RECYCLED WATER LINE DEPICTION

C-1
Item #6.2.

Page 54 of 182 ends

4922-3902-1226 v2
4936-5294-9915, v. 2

CITY OF CALISTOGA

RESPONSIBLE FOR GRADE

BELOW RED LINE PER

CITY OF SANTA ROSA

TECHNICAL SPECIFICATION

CALISTOGA JOINT

UNIFIED SCHOOL

DISTRICT RESPONSIBLE

FOR PAVEMENT/BASE

ABOVE RED LINE

CITY OF CALISTOGA

RESPONSIBLE FOR GRADE

BELOW RED LINE PER

TECHNICAL SPECIFICATION
SECTION 32 18 14 (EXHIBIT E)

CALISTOGA JOINT

UNIFIED SCHOOL

DISTRICT RESPONSIBLE

FOR TURF AND BASE

ABOVE RED LINE
(GEOTEXTILE FABRIC)

EXHIBIT D- DEPICTION OF LAYERS RESPONSIBILITY
Item #6.2.

Page 55 of 182 ends

4922-3902-1226 v2
4936-5294-9915, v. 2

EXHIBIT E- SPECIFICATIONS
SECTION 32 18 14

SYNTHETIC TURF BASE
PART 1 - GENERAL

1.01 SUMMARY
A. Section Includes: Base for the synthetic turf consisting of, but is necessarily limited to, the following:

1. Vertical draining, porous stone aggregate base consisting of a uniform single stone base.

2. Stone aggregate base for stability and leveling purposes, and substrate for porous drainage composite.

3. Manufactured porous closed-cell composite.

B. Related Requirements:

1. Section 01 78 29 – Conformance Survey

2. Section 31 20 00 – Earth Moving

3. Section 31 23 00 – Excavation and Fill

4. Section 32 18 13 – Synthetic Turf Playing Field

1.02 REFERENCES
A. California Building Code (CBC):

1.Chapter 33 – Site Work, Demolition, and Construction.

B. American Society for Testing and Materials (ASTM):

1. ASTM D1557-12: “Standard Test Methods for Laboratory Compaction Characteristics of Soil Using Modified Effort.”

2. ASTM F2898-11: “Standard Test Method for Permeability of Synthetic Turf Sports Field Base Stone and Surface System by Non-confined Area Flood Test Method”

3. ASTM D2434-22: “Standard Test Methods for Measurement of Hydraulic Conductivity of CoarseGrained Soils.”

4. ASTM C88-13: “Standard Test Method for Soundness of Aggregates by Use of Sodium Sulfate or Magnesium Sulfate.”

5. ASTM C136-06: “Standard Test Method for Sieve Analysis of Fine and Coarse Aggregates.”

6. ASTM D75-03: “Standard Practice for Sampling Aggregates.”

7. ASTM F1936-19: “Standard Specification for Impact Attenuation of Turf Playing Systems as Measured in the Field.”
Item #6.2.

Page 56 of 182 ends

4922-3902-1226 v2
4936-5294-9915, v. 2
C. California Occupational Safety and Health Standards (OSHA):

1. Article 6 - Excavations and Shoring.

D. State of California, Business and Transportation Agency, Department of Transportation (Caltrans)
"Standard Specifications."

1.03ADMINISTRATIVE REQUIREMENTS
A. Submittal Procedures:

1. Action and Informational Submittals shall be submitted in accordance with Section 01 33 00 Submittal Procedures.

2. Closeout Submittals shall be submitted in accordance with Section 01 78 39 - Project Record Documents.

1.04ACTION SUBMITTALS
A. Product Data: Manufacturer’s descriptive literature for filter fabric and manufactured porous closed-cell composite as applicable. Descriptive literature and product cut sheets for each rock material from quarries, including initial sieve analyses per Part 2 Materials Section, shall be provided with the initial action submittals and shall be certified as current data (within 60 days from date of submission) from the quarries. Once initial submittals and samples are authorized from the District’s representative, the Contractor may proceed with the additional testing as outlined in Part 1 Section “Material Testing”.

B. Samples: Two 1-quart samples of each rock material and additional samples of each rock material to the District’s testing agent as specified under Article “Material Testing,” and Two 1-quart samples of Subdrain Trench Leveling Rock, as required.

C. Refer to Section 01 78 29 – Conformance Survey for Action Submittals relative to Synthetic Turf Base. 1.05 INFORMATIONAL SUBMITTALS
A. Manufacturer's installation instructions.

B. Certification: Certification signed by Contractor and drainage system (piping, structures, and fittings) Installer that installed materials conform to specified requirements and system was successfully checked and tested prior to covering with engineered permeable rock base, trench drain rock, and/or subdrain trench leveling rock.

1.06CLOSEOUT SUBMITTALS
A. Project Record Drawings.

1.07 QUALITY ASSURANCE
Item #6.2.

Page 57 of 182 ends

4922-3902-1226 v2
4936-5294-9915, v. 2
A. Control of Work: Conform to Section 5 of the Standard Specifications.

B. Control of Materials: Conform to Section 6 of the Standard Specifications.

C. Single-Source Responsibility: Crushed stone shall come from only one supplier.

D. Material delivered to the site not meeting the Specifications will be rejected by the District. Material rejected by the District shall be removed from the site at the Contractor’s expense.

1.08DELIVERY, STORAGE, AND HANDLING
A. Prior to trucking of material to project sites, crushed rock shall be washed so it is clean of impurities and fines created during rock crushing operations.

B. Store products to be installed as part of the field base neatly and orderly, stacked and blocked to prevent damage and contamination.

1.09 FIELD CONDITIONS
A. Protection of Project Site: Make provisions, and take the necessary precautions, for protect existing and completed work from damage during turf installation.

B. Contractor shall be responsible for stabilizing top of subgrade elevations for the synthetic turf areas prior to receiving the stone aggregate base and for executing fine grading as may be necessary or incidental to placement of the synthetic turf.

C. Contractor shall prevent surface water and subsurface or groundwater from flowing into excavations and flooding area to receive turf base. Contractor shall not allow water to accumulate in excavations. Contractor shall remove water to prevent softening of sub grades.

1.10MATERIAL TESTING
A. General:

1.The summary of Synthetic Turf Base Material Testing includes the following:
a. Initial Action Submittal and samples for District Representative authorization to proceed.
b. Pre-construction testing procedures described in Section 1.10.B. c. Testing procedures during construction described in Section 1.10.C and Section 3.03.
d. In-situ permeability of Engineered Permeable Base Rock as described in Section 1.10.D.

2. The District will employ and pay for the services of an Independent Testing Agency as specified in Section 01 45 00 – Quality Control.

3. Payment for initial material testing is the responsibility of the District.

4. Employment by the District of the Testing Agency shall in no way relieve Contractor’s obligations to perform the Work of the Contract.

Item #6.2.

Page 58 of 182 ends

4922-3902-1226 v2
4936-5294-9915, v. 2

5. The District reserves the right to change its testing laboratory if the need arises.

6. Cost of testing which are repeated on materials that have failed to meet specifications or are as a result of shortages shall be borne by the Contractor.

7. The Contractor shall include the following with its sample submittals:
a. Identification of proposed source and supplier.
b. Current lab mechanical analysis (within the last 60 calendar days) of the proposed stone using ASTM standards for sieve analysis. c. Sample sizes as specified.
d. Certification that the supplier can deliver the total quantity of material needed to complete the project in a timely manner.

B. Pre-Construction Testing Procedures: The following tests will be performed by the District’s Testing Agent prior to acceptance of rock provided under this Section, after authorization/review from the District’s Representative of the initial Action Submittal and samples provided. Testing will be performed in the following steps:

1.Engineered Permeable Base Rock and Subgrade Trench Drain Rock:
a. Contractor shall submit a 5-gallon separate composite to the District’s Testing Agency, unless the District’s Testing Agent elects to pull the sample directly at the quarry and/or requests test samples of varying quantities based on the testing labs’ needs, for each porous base rock material. The District’s testing agent will evaluate these materials as specified using ASTM C136-06 and ASTM D75-03 testing protocol as a guideline.
b. The submitted samples will be used for comparison with all subsequent samples submitted for acceptance during construction.
c. Material shall not be delivered to the project site until tests show it complies with the accepted material.
d. Engineered Permeable Rock Base and Subdrain Trench Drain Rock shall be tested to show that both materials meet the following stability requirements:

Test Method Criteria
LA Abrasion (California Test
211)
Not to exceed 35
Durability Index (California
Test 229)
Not less than 40
Aggregate Soundness (ASTM
C88-13)
Not to exceed 12% loss for coarse aggregate,
10% for Mine aggregate (based on a sulfate
solution)
e. If Contractor provides current certification (within last four months) that a Permeable Rock Base and Subdrain Trench Drain rock are from the same quarry and vein of rock, only one set of stability testing requirements are required.

2.Engineered Permeable Base Rock Testing ONLY:
a. To ensure structural stability: D60/D10 > 5 and 1 < D2 30 < 3
Item #6.2.

Page 59 of 182 ends

4922-3902-1226 v2
4936-5294-9915, v. 2
D10 * D60
Fragmentation shall be
100%.

D”x” is the size of the sieve (in millimeters) that lets pass “x” percent of the stone. For example, D60 is the size of the sieve that lets 60 percent of the stone pass. For calculation purposes, these sizes may be obtained by interpolation on a semi-log graph of the sieve analysis. b. To ensure proper drainage: Porosity of Engineered Permeable Rock Base > 25%
(when stone is saturated and compacted to 92% Modified Proctor) Permeability of stone base > 30 in/hr
(Tested through ASTM D2434-22
with rock saturated and compacted
to 92% Modified Proctor)
Depending on the type of rock present in the crushed stone mix, other mechanical characteristics might be necessary for approval.

C. Testing During Construction:

1. During construction, samples will be taken and analyzed periodically by the District’s representative/Testing Agent to assure strict compliance with the Specifications. The District may sample and test the rock material either at the source or at the project site upon delivery from incoming transfer trucks.

Frequency of sampling for gradation testing would be to sample every 500 tons of Engineered Permeable Base Rock delivered to the site. Rock not meeting Specifications will be rejected by the District’s representative.

Materials rejected by the District’s representative shall be removed from the site at the Contractor’s expense.

2. It is the Contractor’s responsibility to ensure that all permeable stone for the synthetic turf base meet the above requirements throughout the installation process, including transfer and delivery to the site, placement, spreading, compaction, and installation of synthetic turf material. Proper investigation into rock sources may be required by the Contractor to ensure that the rock that was bid will meet the project specifications.

3. Refer to Section 3.03 Placing the Engineered Permeable Rock Base for additional testing required during construction.

4. Subdrain Trench Leveling Rock: The leveling rock shall comply with section

2.04 A and be submitted to the District's Testing Agent for gradation testing.

No additional tests are required for the leveling stone.

D. Permeability of placed engineered permeable rock base shall not be less than 10 in/hr (Tested per ASTM F2898-11)
Item #6.2.

Page 60 of 182 ends

4922-3902-1226 v2
4936-5294-9915, v. 2

1.11PROJECT RECORD DOCUMENTS
A. Accurately record location of pipe runs, connections, cleanouts and invert elevations. Include locations of utilities remaining, re-routed utilities, new utilities, and newly discovered utilities as applicable by horizontal dimensions, elevations, inverts, and slope gradients.

1.12MANUFACTURED POROUS CLOSED-CELL COMPOSITE GUARANTY
A. The manufacturer of the porous closed-cell composite shall provide a guaranty, in writing, that for a period of twenty five (25) years, the porous closed-cell composite shall be a part of a turf system that will not exceed a field average Gmax of 120 g’s as tested according to the ASTM F1936-19 Standard Specification.

PART 2 - MATERIALS

2.01DESIGN AND PERFORMANCE CRITERIA
A. The finished crushed stone or aggregate base supplied shall be stable, unyielding, and permeable.

2.02ENGINEERED PERMEABLE ROCK BASE
A. Engineered Permeable Rock Base: Virgin, un-recycled, crushed stone meeting the gradation criteria for the California Department of Transportation 3/4-inch Permeable Class II (Section 68) and the following gradation.

Mesh size Percent Passing
1" 100
3/4" 90-100
3/8" 40-100
#4 25-40
#8 18-33
#30 5-15
#50 0-7
#200 0-3
B. The above rock gradation range is a general recipe for the Contractor to use in order to meet the product performance requirements of the built stone base. The Contractor is responsible for ensuring that the type of rock and blend they submit and install will meet all the specified requirements, including those outlined in item 1.10 of this specification section.

C. Soft rock materials, including sandstone, limestone, and shale, are not suitable.

Rock supplier shall certify that all supplied rock will be void of this type of rock.

Item #6.2.

Page 61 of 182 ends

4922-3902-1226 v2
4936-5294-9915, v. 2

2.03SUBDRAIN TRENCH DRAIN ROCK
A. Shall be 3/4-inch x 1/2-inch crushed virgin, un-recycled, washed rock, meeting the following general gradation requirements:

Sieve Size Percent Passing
1” 100
3/4” 90-100
1/2” 10-40
3/8” 0-15
#4 0-5
B. The rock profile will extend from the bottom of the trench to the top of both sides of the subdrain trench, and to the top of rock elevation. The Engineered Permeable Base Rock shall not be installed over the subdrain trench drain rock.

A. The Contractor is responsible for ensuring the type of rock and blend they submit and install will meet all the specified requirements, including those outlined in item 1.10 of this specification section.

B. Soft rock materials, including sandstone, limestone, and shale, are not suitable.

Rock supplier shall certify that all supplied rock will be void of this type of rock.

2.04SUBDRAIN TRENCH LEVELING ROCK
A. For planarity purposes, a clean, washed, uniform 3/8-inch crushed stone material, of the same source as the subdrain trench drain rock or Engineered Permeable Rock Base may be installed over the subdrain trench profile upon approval of District’s representative. Maximum thickness for this stone layer is 1/2 inch.

2.05ROCK BASE AND SUBDRAIN TRENCH DRAIN ROCK SUPPLIERS
A. The following suppliers are recommended. Recommendations do not preclude suppliers from meeting all rock requirements specified herein:

Region Supplier Address Phone Number
South Bay Vulcan Pleasanton
50 El Charro Rd,
Pleasanton, CA
94588
1 (925) 846-5125
DeSilva Gates
Sunol
6527 Calaveras
Rd,
Sunol, CA 94586
1 (925) 862-1909
Item #6.2.

Page 62 of 182 ends

4922-3902-1226 v2
4936-5294-9915, v. 2
Graniterock –
Wilson Quarry
1900 Quarry Rd,
Aromas, CA
95004
1 (831) 768-2330
East Bay Vulcan Pleasanton
50 El Charro Rd,
Pleasanton, CA
945881 (925)
8465125
1 (925) 846-5125
DeSilva Gates
Sunol
6527 Calaveras
Rd,
Sunol, CA 94586
1 (925) 862-1909
Teichert -
Woodland
35030 County Rd.
20 Woodland, CA
95695
1 (530) 661-4290
North Bay Syar
885 Lake Herman
Rd,
Vallejo, CA 94591
1 (707) 252-8711
Vulcan Pleasanton
50 El Charro Rd,
Pleasanton, CA
94588
1 (925) 846-5125
DeSilva Gates
Sunol
6527 Calaveras
Rd,
Sunol, CA 94586
1 (925) 862-1909
Peninsula/SF Dutra
2350 Kerner Blvd,
San
Rafael, CA 94901
1 (415) 258-6876
Central Coast
Graniterock –
Wilson Quarry
1900 Quarry Rd,
Aromas, CA
95004
1 (831) 768-2330

2.06MANUFACTURED POROUS CLOSED-CELL COMPOSITE BASE
A. Manufactured Porous Close-Cell Composite Base: Resilient, interlocking, polypropylene panels specifically engineered for sports fields; “PowerBase YSR” by Brock International, 303-544-5800, or equal.

1. Panel Size: Approximately 73.5 x 49.0 inches.

2. Thickness: 1.0 inches, (25 mm).

3. Weight: 5.56 lbs per panel

2.07PERMEABLE GEOTEXTILE FILTER FABRIC
A. Geotextile Filter Fabric: Mirafi 140 N, or accepted equal, conforming to the following minimum specifications, unless otherwise recommended by the Geotechnical Engineer:

Item #6.2.

Page 63 of 182 ends

4922-3902-1226 v2
4936-5294-9915, v. 2
Property Test Method Typical Values
Grab Strength ASTM D4632 80 lb.

Puncture Strength ASTM D4833 25 lb.

Burst Strength ASTM D3786 130 lb.

Trapezoid Tear ASTM D4533 25 lb.

Permeability ASTM D4491 0.1 cm/sec
Apparent Opening Size ASTM D4751 #50 Sieve size
Permittivity ASTM D4491

2.08DRAINAGE ELEMENTS
A.Refer to Storm Drainage Specification Section for in-field drainage elements.

PART 3 - EXECUTION

3.01SUBGRADE PREPARATION
A. Contractor shall verify that subgrade has been prepared according to specification Section 31 20 00 – Earth Moving with regard to compaction, grade tolerances in accordance with Section 01 71 23 – Field Engineering and is free of debris, noncompactable material, topsoil, or organics prior to beginning work.

B. Top of subgrade elevations shall be verified using laser-operation survey instruments. Refer to Conformance Surveying specifications for requirements.

C. Once the subgrade conformance has been accepted and compaction has been properly achieved, the geotextile filter fabric shall be installed over the compacted and prepared subgrade, as shown on the plans, without disturbing grades.

D. Geotextile fabric shall be laid in shingle fashion overlapping 12 inches minimum following direction of slope with upslope fabric laying atop the down slope fabric and stapled 6’ on-center along seams. Staples to be 6” staples.

3.02INSTALLATION OF THE SUBDRAIN TRENCH
A. Contractor to install piping in strict compliance with the manufacturer’s written instructions and as indicated in the Drawings. Contractor to exercise caution and the appropriate sequencing of work, so as not to damage any drainage piping during the base rock installation.

B. Contractor to protect drain trenches to ensure that pipe is not damaged in any way by construction operations and that the rock is not contaminated with native soils, unintended construction material, or deleterious materials during subsequent construction operations.

Item #6.2.

Page 64 of 182 ends

4922-3902-1226 v2
4936-5294-9915, v. 2
C. NO VIBRATORY COMPACTION OF THE SUBDRAIN TRENCHES SHALL BE PERMITTED.

D. Contractor shall protect the installed subdrain trenches with fabric until ready for installation of turf. If rain is imminent, add straw waddles and silt fencing to prevent contamination of the subdrain trench rock.

3.03PLACING THE ENGINEERED PERMEABLE ROCK BASE
A. The stone shall be laid without damaging the soil subgrade. Do not create depressions in subgrade with heavy equipment. If damage to subgrade occurs, correct as specified for subgrade preparation.

B. The crushed stone shall be carefully and evenly spread over the subgrade and up both sides of the subdrain trenches to the depth shown on the Drawings.

C. Excess water shall not be applied during installation of rock base and rough grading due to the potential of softening the subgrade and altering the grading.

D. Crushed stone shall be smoothed and compacted uniformly to design grades by alternating raking, water settling, and rolling operations. Minimal rolling is advisable to achieve design grades and compaction. Only static rolling is allowed, and max 3-5-ton rollers should be used on the permeable stone base. Vibratory rolling of the permeable stone is not permitted. Contractor shall roll field ridges so as to provide a rounded ridge and not a harsh break.

E. If the required compacted depth of the base course exceeds 6 inches, the base stone course shall be constructed in 2 or more layers or lifts of approximate equal thickness. Each layer shall achieve a uniform 90 percent relative compaction.

F. Top of porous rock elevations shall be verified using laser-operation survey instruments. Refer to Conformance Surveying specifications for requirements.

G. The final grade shall be ideally compacted to a uniform 90 – 92 percent relative compaction.

H. Contractor shall not overwork the stone material and consequently modify its gradation characteristics. Minimal moving of the stone upon placement of the material on the subgrade and rolling is advisable to achieve design grades and compaction. Do not compact greater than 93 percent relative compaction.

I. Contractor shall prepare an initial 50’ X 50’ area of compacted, placed permeable base during the start of base import for initial permeability testing per ASTM 2898-

11. Notify the District’s Representative three (3) days prior to completion of the test area being ready for testing. Testing Shall be completed by The District’s Representative Testing Agency.

J. Contractor shall manually screed the top stone surface to ensure tolerances are met.

Item #6.2.

Page 65 of 182 ends

4922-3902-1226 v2
4936-5294-9915, v. 2
K. Top of rock elevations shall be verified using laser-operation survey instruments.

Refer to Conformance Surveying specifications for requirements.

L. Finish surface planarity shall be verified, and if necessary adjusted, by the Contractor using string line method.

1. Entire finished surface shall be “walked” with mason’s line in increments of approximately 3 feet.

2. A mason’s line shall be held taught between two workers separated by a distance of approximately 40 feet then placed directly on the finished surface parallel to the direction of greatest slope.

3. A third worker shall check for separations between the mason’s line and the finished surface that are equal to or greater than the specified tolerances.

4. Areas of separation shall be outlined with marking paint and the depth of separation indicated.

5. Areas outlined with marking paint shall be filled with top rock to the depth indicated and raked by hand. Filled areas shall be compacted to provide a non-yielding, smooth, flat surface.

6. Final finished surface planarity shall be approved by the District and the synthetic turf installer.

M. Once the top of the Engineered Permeable Rock Base is fully installed and compacted, the Contractor shall notify the District Testing Agent that it is ready for the field permeability test.

1. The Agent shall be given 2 working days’ notice and have 2 days to complete the in-field test which will consist of a minimum of 4 controlled field permeability tests per synthetic turf field.

2. Tests shall be by the following test method: ASTM F2898-11: “Standard Test Method for Permeability of Synthetic Turf Sports Field Base Stone and Surface System by Non-confined Area Flood Test Method”

3. Permeability of placed Engineered Permeable Rock Base shall comply with specified requirements.

4. If the test does not comply with section 1.10, the Contractor shall provide within 48 hours a written repair procedure to correct the permeability deficiency.

5. Repair work, including associated delays, shall be the Contractor’s sole responsibility. Fine tuning of the field base due to the testing operations is the responsibility of the Contractor.

3.04INSTALLATION OF MANUFACTURED DRAINAGE MATERIAL
A. Upon successful completion of installing the base, the porous drainage composite shall be installed in accordance with the Drawings and in strict compliance with the manufacturer installation instructions. Contractor to exercise extreme care in order to avoid disturbing the crushed stone base.

B. Contractor to take measures to ensure that the product is not exposed to the outdoor elements longer than the manufacturer’s recommendations. Product that exceeds this exposure time duration shall be removed from the project site immediately and not used on the project.

Item #6.2.

Page 66 of 182 ends

4922-3902-1226 v2
4936-5294-9915, v. 2
C. Sections of the material shall be interlocked and/or connected to adjacent pieces of the drainage material in strict conformance with the manufacturer’s written installation instructions.

D. Provide geotextile filter fabric in the areas designated on the Drawings. Fabric shall be laid in shingle fashion overlapping 12 inches minimum following direction of slope with upslope fabric laying atop the down slope fabric.

END OF SECTION
Item #6.2.

Page 67 of 182 ends

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Rachel Stepp, Deputy City Manager
Meeting: City Council Regular Meeting - Jun 23 2026
Subject: License Agreement with Calistoga Chamber of Commerce DESCRIPTION:

Consider Adoption of a Resolution Authorizing the City Manager to Execute a License Agreement with the Calistoga Chamber of Commerce for the Continued Operation of the Calistoga Farmers Market.

RECOMMENDATION:

Consider Adopting the Resolution
SUMMARY:

The City of Calistoga has historically supported the Calistoga Farmers Market as a communityserving program that provides residents and visitors with access to local agricultural products and contributes to the community's vitality. The Farmers Market is operated by a volunteer board that oversees the day-to-day coordination and management of market activities.

The proposed action would approve a License Agreement between the City of Calistoga ("Licensor") and the Calistoga Chamber of Commerce ("Licensee") for the operation of the Calistoga Farmers Market on City-owned property. The Chamber of Commerce serves as the contracting party because it provides insurance coverage for the Farmers Market. The License Agreement establishes the terms and conditions governing use of the property and outlines responsibilities related to insurance, maintenance, operational requirements, and compliance with applicable laws.

While the agreement is with the Chamber of Commerce, the City will continue to coordinate directly with the Farmers Market's volunteer board regarding day-to-day operational matters and compliance with market requirements.

ANALYSIS:

The proposed License Agreement authorizes the Calistoga Chamber of Commerce to continue operating the Calistoga Farmers Market within the Sharpsteen Parking Area located at 1311 Washington Street. The agreement establishes a five-year revocable license for a defined portion of City-owned property and does not convey any leasehold or property interest. The Chamber of Commerce serves as the Licensee and maintains responsibility for insurance coverage, operational compliance, and other obligations established under the agreement.

Under the agreement, the Licensee is responsible for maintaining required insurance coverage and ensuring compliance with the terms of the agreement and applicable laws. The Chamber of Commerce will serve as the contracting entity, while the City will continue to coordinate directly with Item #6.3.

Page 68 of 182 ends

the Farmers Market's board and designated representatives regarding operational matters, including traffic control, safety planning, maintenance, and event operations.

The agreement includes a nominal annual license fee of one dollar and may be terminated by either party with thirty days' written notice. Approval of the License Agreement formalizes the continued operation of a long-standing community amenity, preserves City ownership and oversight of the property, and establishes clear operational, maintenance, insurance, and risk management responsibilities for use of the site.

FINANCIAL IMPACT:

Approval of the License Agreement is not anticipated to have a material fiscal impact on the City.

The agreement includes a nominal annual license fee of one dollar, and the Licensee is responsible for insurance and reimbursement of applicable City staff costs associated with market operations.

CEQA STATUS:

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

ATTACHMENT(S):

Famers Market License Resolution
Farmer's Market License FINAL
APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Jun 11 2026 Yudiana Galvan, City of Calistoga | City Clerk Approved - Jun 15 2026 Item #6.3.

Page 69 of 182 ends

RESOLUTION NO. 2026-XX

ADOPTED XXXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA AUTHORIZING

THE CITY MANAGER TO EXECUTE A LICENSE AGREEMENT WITH THE

CALISTOGA CHAMBER OF COMMERCE FOR THE CONTINUED OPERATION OF THE CALISTOGA FARMERS MARKET.

WHEREAS, the City of Calistoga owns the property located at 1311 Washington Street, including the area commonly known as the Sharpsteen Parking Area; and WHEREAS, the Calistoga Farmers Market has operated in Calistoga for many years and provides residents and visitors with access to local agricultural products, prepared foods, artisan goods, and community gathering opportunities, contributing to the economic vitality, agricultural heritage, and quality of life of the Calistoga community; and
WHEREAS, the Calistoga Chamber of Commerce serves as the contracting entity for the Farmers Market and provides insurance coverage on behalf of the market; and
WHEREAS, the proposed License Agreement establishes the terms and conditions for continued operation of the Calistoga Farmers Market on City-owned property, including provisions related to insurance, maintenance, operational requirements, and compliance with applicable laws; and
WHEREAS, the License Agreement preserves City ownership and oversight of the property while supporting the continued operation of the Farmers Market as a community-serving use; and
WHEREAS, the City Council finds that approval of the License Agreement is in the best interests of the City and the Calistoga community.

NOW, THEREFORE BE IT RESOLVED, by the City Council of the City of Calistoga that the City Manager is hereby authorized to execute a License Agreement with the Calistoga Chamber of Commerce for the Continued Operation of the Calistoga Farmers Market
BE IT FURTHER RESOLVED that all terms, conditions, and covenants of said Agreement be, and the same are, hereby approved, ratified, and confirmed.

PASSED, APPROVED AND ADOPTED this 23rd day of June 2026. 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:

ABSENT:

ABSTAIN:

ATTEST: APPROVED:

Item #6.3.

Page 70 of 182 ends

_________________________ ___________________________
Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.3.

Page 71 of 182 ends

4938-4650-1790 v6

LICENSE AGREEMENT

BY AND BETWEEN

CITY OF CALISTOGA,
a California municipal corporation

AS LICENSOR
and
Calistoga Chamber of Commerce

AS LICENSEE
1311 Washington Street
Item #6.3.

Page 72 of 182 ends

4938-4650-1790 v6 i

TABLE OF CONTENTS
PAGE

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

2. LICENSE AREA ..............................................................................................................1

2.1 License Area........................................................................................................1

2.2 No Representations .............................................................................................1

2.3 Licensor’s Reserved Rights .................................................................................1

2.4 No Interest in Land Granted.................................................................................1

3. TERM AND HOURS OF OPERATION ............................................................................1

3.1 Generally .............................................................................................................1

3.2 Hours of Operation...............................................................................................2

3.3 Early Termination.................................................................................................2

3.4 Extension of Term................................................................................................2

4. LICENSE FEES...............................................................................................................2

4.1 Base License Fee ................................................................................................2

4.2 Additional Fees ....................................................................................................2

5. USE; COMPLIANCE WITH LAWS ..................................................................................2

5.1 Use of License Area.............................................................................................2

5.2 Compliance with Laws .........................................................................................3

6. UTILITIES .......................................................................................................................3

6.1 Payments for Utilities and Services......................................................................3

6.2 No Liability of Licensor.........................................................................................3

7. CLEANING, MAINTAINING AND REPAIRING LICENSE AREA .....................................3

7.1 Licensee Maintenance, Cleaning and Repair.......................................................3

7.2 Licensor Maintenance and Repair........................................................................4

8. ENVIRONMENTAL PROTECTION PROVISIONS...........................................................4

8.1 Hazardous Materials ............................................................................................4

8.2 Reportable Uses Required Consent.....................................................................4

8.3 Remediation Obligations......................................................................................5

8.4 Licensor’s Inspection Right ..................................................................................5

8.5 Hazardous Materials Indemnity............................................................................5

9. INDEMNITY AND WAIVER OF CLAIMS .........................................................................5

9.1 Licensee Indemnification......................................................................................5

9.2 Waiver of Claims..................................................................................................6 Item #6.3.

Page 73 of 182 ends

TABLE OF CONTENTS
(CONTINUED)
PAGE
4938-4650-1790 v6 ii

9.3 Survival/No Impairment........................................................................................6

10. INSURANCE ...................................................................................................................6

10.1 Licensee’s Insurance ...........................................................................................6

10.1.1 Commercial General Liability Coverage....................................................6

10.1.2 Automobile Liability Coverage ..................................................................6

10.1.3 Property Insurance Coverage...................................................................6

10.1.4 Workers Compensation Coverage............................................................7

10.2 Additional Insureds ..............................................................................................7

10.3 Notice of Cancellation ..........................................................................................7

10.4 Sufficiency of Insurance.......................................................................................7

10.5 Insurer Acceptability.............................................................................................7

10.6 Certificate of Insurance ........................................................................................7

11. PROHIBITION AGAINST TRANSFERS ..........................................................................7

12. SURRENDER..................................................................................................................8

13. NONDISCRIMINATION...................................................................................................8

14. SUBMISSION OF NOTICES ...........................................................................................8

15. CONDITION OF LICENSE AREA....................................................................................8

16. DEFAULT........................................................................................................................8

16.1 Events of Default..................................................................................................8

16.2 Remedies ............................................................................................................9

16.3 Licensor’s Right to Perform Licensee’s Obligations..............................................9

16.4 Severability ..........................................................................................................9

17. WAIVER OF RELOCATION ASSISTANCE.....................................................................9

18. MISCELLANEOUS........................................................................................................10

18.1 Entire Agreement...............................................................................................10

18.2 Amendments......................................................................................................10

18.3 Severability ........................................................................................................10

18.4 Incorporation of Exhibits and Recitals ................................................................10

18.5 Broker’s Commissions .......................................................................................10

18.6 Attorneys’ Fees..................................................................................................10

18.7 Access by Licensor............................................................................................10

18.8 OFAC Certification.............................................................................................11 Item #6.3.

Page 74 of 182 ends

TABLE OF CONTENTS
(CONTINUED)
PAGE
4938-4650-1790 v6 iii

18.9 Certified Access Specialist Disclosure ...............................................................11

18.10 Rules and Regulations.......................................................................................11

18.11 Further Assurances............................................................................................11

18.12 Time...................................................................................................................11

18.13 Captions ............................................................................................................11

18.14 Governing Law...................................................................................................11

18.15 Authority ............................................................................................................11

18.16 Counterparts......................................................................................................12 Item #6.3.

Page 75 of 182 ends

4938-4650-1790 v6 iv

INDEX OF EXHIBITS
Exhibit A DEPICTION OF LICENSE AREA
Exhibit B RULES AND REGULATIONS
Exhibit C COMMENCEMENT DATE MEMO
Item #6.3.

Page 76 of 182 ends

4938-4650-1790 v6 1

LICENSE AGREEMENT

BASIC LICENSE INFORMATION
License Date: Dated as of June 23, 2026 for reference purposes only Licensor: City of Calistoga,
a California municipal corporation
Licensor’s Address: City of Calistoga
1232 Washington St.

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

Burke, Williams & Sorensen, LLP
1999 Harrison Street, Suite 1650
Oakland, CA
Tel: (510) 273-8780
Attn: Michelle Marchetta Kenyon, City Attorney
Licensee: Calistoga Chamber of Commerce
Licensee’s Address: 1457 Lincoln Ave.

Calistoga, CA
California 94515
Tel: (707) 942-6333
Attn: Eric Reichert
License Area: 1311 Washington Street, including the parking spots between the Police Department and the Community Center, commonly referred to as Sharpsteen Parking Area, as depicted on the drawing attached hereto as Exhibit A and incorporated herein by reference Length of Term: Sixty (60) months
Hours of Operation: Saturdays only with:
setup commencing no earlier than 7:30 a.m.
farmers market event commencing at 9 a.m. and continuing until 1:00 p.m.
clean-up ending no later at 2:00 p.m.

Estimated Commencement
Date:

July 1, 2026
Estimated Expiration Date: June 30, 2031
Extension of Term: As described in Section 3.4
License Fee: Months Yearly License Fee
$1
Item #6.3.

Page 77 of 182 ends

4938-4650-1790 v6 2
Utilities: Licensee shall pay costs related to all Utilities required for the Permitted Use at the License Area, as further described in Section

6.1 Maintenance, Repair and
Landscaping:

Licensee shall be responsible for maintenance, repair and cleaning of the License Area, as further described in Section 7 Security Deposit: None
Permitted Use: Operation of a public farmer’s market, including the sale of produce, flowers, food, non-alcoholic beverages, crafts, artisanal items, live music using a small amplifier, and ancillary uses to the extent permitted by Laws
Brokers: None
Item #6.3.

Page 78 of 182 ends

4938-4650-1790 v6 1

LICENSE AGREEMENT
THIS LICENSE AGREEMENT is entered into this 23 day of June, 2026 (“Agreement”), by and between the City of Calistoga, a California municipal corporation (“Licensor” or “City”) and the Calistoga Chamber of Commerce, a California non-profit public benefit corporation (“Licensee”).

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

2. LICENSE AREA:

2.1 License Area. Licensee may occupy those areas as specified in the Basic License Information (“License Area”). The License Area has the address in the Basic License Information. Licensee may operate within the License Area subject to the rules and regulations attached hereto as Exhibit B.

2.2 No Representations. Licensee accepts the License Area in “AS-IS” condition “WITH ALL FAULTS” without any representations or warranties by Licensor, and with no obligation of Licensor to make alterations or improvements to the License Area. Licensee acknowledges that neither Licensor nor any agent of Licensor has made any representation or warranty with respect to the suitability of the License Areas for the conduct of Licensee’s business or the Permitted Use. Licensor shall not be liable for any latent or patent defects in the License Area. If required for the conduct of Licensee’s business or the Permitted Use, Licensee shall be responsible for requesting an inspection and obtaining a Certificate of Occupancy from City and complying with all requirements contained in that Certificate of Occupancy.

2.3 Licensor’s Reserved Rights. Licensor reserves the right, at any time and from time to time, without the same constituting an actual or constructive eviction, to make alterations, additions, repairs, improvements to or in all or any part of the License Area and to change the arrangement and/or location of entrances, public restrooms, parking areas, drive isles, landscaping, curb cuts, paved and unpaved portions and other public portions of the License Area. In connection with any of the foregoing activities, Licensor shall use reasonable efforts to minimize any interference with Licensee’s use of the License Area and shall not, without the prior written approval of Licensee, (a) materially change the location, size or configuration of the License Area; or (b) do anything which would have a material and adverse effect on access to the License Area, or ingress and egress to the License Area.

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

3. TERM AND HOURS OF OPERATION:

3.1 Generally. Unless otherwise earlier terminated, the term of this Agreement (“Term”) shall be for the period specified in the Basic License Information, commencing on the later of (a) the Estimated Commencement Date, or (b) one (1) day after this Agreement has been approved by City Council, in its sole and absolute discretion (“Commencement Date”). Subject to the Extension Options described in Section 3.4, this Agreement shall terminate at midnight on Item #6.3.

Page 79 of 182 ends

4938-4650-1790 v6 2
the date set out in the Basic License Information (“Expiration Date”), unless sooner terminated as hereinafter provided. Promptly following the Commencement Date, Licensor and Licensee shall enter into a letter agreement substantially in the form attached hereto as Exhibit C, specifying and confirming the Commencement Date and the Expiration Date; if Licensee fails to execute and deliver such letter agreement to Licensor within ten (10) business days after Licensor’s delivery of the same to Licensee, said letter agreement as completed by Licensor will be deemed final and binding upon Licensee.

3.2 Hours of Operation. Licensee may operate at the License Area for the Permitted Use only during the Hours of Operation described in the Basic License Information.

3.3 Early Termination. At any time during the Term, Licensor or Licensee may terminate the License by the giving of not less than thirty (30) days’ prior written notice to the other in accordance with Section 14. 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.

3.4 Extension of Term. This term of this Agreement may be extended beyond the Expiration Date by mutual agreement of Licensor and Licensee. If Licensee desires to extend the term of this Agreement, Licensee shall deliver a written request for extension to the City Clerk not less than thirty (30) days prior to the Expiration Date (as such may have been extended).

Within forty-five (45) days of receipt by Licensor of Licensee’s written extension request, Licensor shall advise Licensee in writing if Licensor agrees to extend the term of this Agreement and deliver to Licensee an amendment to this Agreement so extending the term. Licensee shall promptly execute such amendment and return it to Licensor.

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 at 1232 Washington St., Calistoga, CA 94515 or such other place as Licensor shall direct. If the Term commences on a day other than the first day of the calendar month or 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 Additional Fees. As used in this License, the term “Additional Fees” shall mean all sums of money that are due and payable by Licensee under the terms of this Agreement, other than the base License Fee. The term “Fees,” as used herein, shall mean the License Fee and, Additional Fees and all other amounts payable hereunder from Licensee to Licensor. 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 Licensor.

5. USE; COMPLIANCE WITH LAWS:

5.1 Use of License Area. Licensee may use the License Area for operation of a public farmer’s market, including the sale of produce, flowers, food, non-alcoholic beverages, crafts, artisanal items, live music using a small amplifier, and ancillary uses to the extent permitted by Laws (collectively, “Permitted Use”) and for no other purposes without the express written consent of Licensor. If during the Term Licensee wishes to serve or sell alcoholic beverages in the License Area, (a) such expansion of the Permitted Use shall be subject to the advance written Item #6.3.

Page 80 of 182 ends

4938-4650-1790 v6 3
consent of Licensor, (b) Licensee shall be required to comply with all California Department of Alcoholic Beverage Control regulations, Laws and requirements, (c) Licensee shall be required to obtain and maintain additional insurance covering the risk posed by the sale/service of alcoholic beverages, the form and substance of which shall be satisfactory to Licensor, and (d) Licensor and Licensee shall enter into an amendment to this Agreement documenting the additional terms and conditions applicable to such modification of the Permitted Use. Licensee acknowledges that neither Licensor nor any agent of Licensor, has made any representation or warranty with respect to the suitability or fitness of the License Area for the conduct of Licensee’s business or the Permitted Use. Licensor acknowledges and agrees that Licensee shall designate an “Event Manager” experienced in the operation of comparable farmer’s markets to operate the Permitted Use on Licensee’s behalf, provided however, that Licensee shall remain fully obligated hereunder and shall comply with all terms and conditions of this Agreement. Licensee agrees that upon selection of the Event Manager, it shall provide (or has provided) Licensor with the name and contact information of the person who shall serve as the primary contact for Event Manager with respect to day-to-day operational communication with City related to this Agreement. If the primary contact changes during the Term, Licensee shall update this information with Licensor.

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

6. UTILITIES:

6.1 Payments for Utilities and Services. Licensee shall provide and pay for all charges and costs for any utilities and services required for its Permitted Use, except that Licensee may use Licensor’s refuse collection containers, so long as Licensee provides its own refuse suppliers, such as garbage bags (“Utilities”).

6.2 No Liability of Licensor. Except in the case of Licensor’s gross negligence or willful misconduct, in no event shall Licensor be liable or responsible for any loss, damage, expense or liability, including, without limitation, loss of business or any consequential damages, arising from any failure or inadequacy of Utilities required for the License Area, whether resulting from any change, failure, interference, disruption or defect in supply or character of the Utilities provided to the License Area, or arising from the partial or total unavailability of the Utilities to the License Area, from any cause, 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.

7. CLEANING, MAINTAINING AND REPAIRING LICENSE AREA:

7.1 Licensee Maintenance, Cleaning and Repair. Licensee shall, at its sole costs and expense, maintain the License Area in good repair and in a neat, clean and orderly 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, or any users, invitees or agents, use of the License Area. At the conclusion of each farmer’s market Item #6.3.

Page 81 of 182 ends

4938-4650-1790 v6 4
event, Licensee shall leave the License Area free of rubbish, debris and graffiti, broom clean and with all refuse containers empty and containing a clean garbage bag.

7.2 Licensor Maintenance and Repair. Licensor shall maintain and repair the License Area consistent with its usual and customary City practices. Licensee hereby waives any and all rights under and benefits of subsection 1 of Section 1932, and Sections 1941 and 1942 of the California Civil Code or any similar or successor Laws now or hereby in effect. Licensee shall immediately give Licensor written notice of the need for repair of the items for which Licensor is responsible. If Licensee or Licensee’s invitees or anyone in the employ or control of Licensee caused any damages necessitating such repair, then Licensee shall pay to Licensor the cost thereof, immediately upon demand therefor. Except as otherwise expressly set forth in this Agreement, Licensee waives any right to terminate this Agreement or offset or abate Rent by reason of any failure of Licensor to make repairs to the License Area.

8. ENVIRONMENTAL PROTECTION PROVISIONS:

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

8.2 Reportable Uses Required Consent. Except as permitted in this Section 8, Licensee and Licensee’s officers, employees, representatives, agents, Event Manager, contractors, subcontractors, successors, assigns, vendors, concessionaires, invitees, users and any other occupants of the License Area (collectively, “Licensee’s Representatives”) shall not cause or permit any Hazardous Materials to be used, generated, manufactured, refined, produced, processed, stored or disposed of, on, under or about the License Area or transport to or from the License Area without the express prior written consent of Licensor. 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. 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, common household cleaning materials and gasoline and oil in vehicle tanks, so long as such use is in compliance with all Hazardous Materials Laws and does not expose the License Area or neighboring property to any meaningful risk of contamination or damage or expose Licensor to any liability therefor.

Item #6.3.

Page 82 of 182 ends

4938-4650-1790 v6 5

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

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

Licensee shall have no claim against Licensor, or any officer, agent, employee, contractor or subcontractor of Licensor by reason of entrance of such Licensor officer, agent, employee, contractor or subcontractor onto the License Area, provided such inspection is undertaken in a manner designed to minimally disrupt or interfere with the Permitted Use. Except in the event of an emergency, Licensor shall provide Licensee with reasonable prior notice and an opportunity to have a representative present at any inspection.

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

9. INDEMNITY AND WAIVER OF CLAIMS:

9.1 Licensee Indemnification. Licensee shall indemnify, defend and hold Licensor and Licensor Related Parties (as defined herein) harmless against and from all third party liabilities, obligations, damages, penalties, claims, actions, costs, charges, judgment and expenses (including reasonable attorneys’ fees, costs and disbursements) (collectively, “Losses”), arising from (a) the use of, or any activity done, permitted or suffered in or about the License Area by Licensee (including, but not limited to, injuries suffered by Licensee’s agents, Event Manager, vendors, invitees or employees), (b) any activity done, permitted or suffered by Licensee or Licensee’s agents, Event Manager, vendors, invitees or employees in or about the License Area during Licensee’s possession and use of the License Area, (c) any act, neglect, fault, willful misconduct of Licensee or Licensee’s agents, Event Manager, vendors, invitees or employees in or about the License Area during Licensee’s possession and use thereof, or (d) from any breach or default in the terms of this Agreement by Licensee or Licensee’s agents, Event Manager, vendors, invitees or employees, except to the extent such claims arise out of or relate to the gross negligence or willful misconduct of Licensor or another Licensor Related Party. If any action or proceeding is brought against Licensor by reason of any such claim, upon notice from Licensor, Licensee shall defend the same at Licensee’s expense by Licensor’s Office of the City Attorney or, at Licensor’s election, other counsel satisfactory to Licensor. As a material part of the consideration to Licensor, Licensee releases Licensor and its elected and appointed officials, trustees, members, principles, beneficiaries, partners, officers, directors and employees (“Licensor Related Parties”) from responsibility for, waives its entire claim of recovery for, and assumes all risks of (i) damage to property or injury to person in or about the License Area from Item #6.3.

Page 83 of 182 ends

4938-4650-1790 v6 6
any cause whatsoever except to the extent caused by the gross negligence or willful misconduct of Licensor or Licensor Related Parties, or (ii) loss resulting from business interruption or loss of income at the License Area.

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

Licensee agrees that in no case shall Licensor or any Licensor Related Party or Licensee be responsible or liable to the other on any theory for any injury to such parties’ business, loss of profits, loss of income or any other form of consequential, punitive or incidental damages.

9.3 Survival/No Impairment. The obligations of Licensee under this Section 9 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 are subject to the foregoing indemnity.

10. INSURANCE:

10.1 Licensee’s Insurance. On or before the commencement of the Term of this License, Licensee shall procure and maintain for the duration of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with Licensee’s operation and use of the License Area. The cost of such insurance shall be borne by Licensee. Licensee shall maintain the following types of insurance with limits no less than the following as set forth below; provided that during the Term of this License, Licensor shall have the right from time-to-time, but no more frequently than annually, to review and revise the insurance types, limits and other specifics described below to the extent needed to cause such insurance requirements to be consistent with then commercially reasonable insurance requirements, as reasonably determined by Licensor.

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

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

10.1.3 Property Insurance Coverage: Licensee shall maintain in full force and effect on all of its personal property, furniture, furnishings, vehicles, fixtures and equipment, Item #6.3.

Page 84 of 182 ends

4938-4650-1790 v6 7
either owned by Licensee or its agents, vendors, or clients, which may from time to time be located in, on or upon the License Area (“Licensee’s Property”) in an amount not less than their full replacement value from time to time during the Term, providing protection against all perils, included within the standard form of “all-risk” (i.e., “Special Cause or Loss”) fire and casualty insurance policy.

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

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

10.3 Notice of Cancellation. Licensee’s third party insurance policies shall be endorsed to require the insurer to provide Licensor with at least thirty (30) days’ written Notice of Cancellation; provided, however, that if Licensee’s insurers are unwilling to issue such an endorsement, then Licensee agrees as follows: if Licensee is notified by any insurer of the insurance coverage required under this Section 10 that the insurer is cancelling any required policy, Licensee shall immediately provide Licensor with written notice of having received such notice from its insurer and shall take all reasonable action to either preserve the existing policy/policies or replace the cancelled insurance with other policy/policies of insurance meeting the requirements of this Section 10 before the effective date of the cancellation.

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

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

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

11. PROHIBITION AGAINST TRANSFERS: Licensee shall not assign, sublicense, hypothecate, or transfer this Agreement 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, Item #6.3.

Page 85 of 182 ends

4938-4650-1790 v6 8
hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

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

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

14. 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.

15. CONDITION OF LICENSE AREA. The License Area is delivered to Licensee by Licensor “as is, where is,” and, as such, Licensor makes no warranty as to such facilities and property either as to their usability generally or as to their fitness for any particular purpose, including the Permitted Use. No promises of Licensor to alter, remodel, repair or improve the License Area and no representation respecting the condition of the License Area have been made by Licensor to Licensee, except as expressly stated in this Agreement, and Licensor shall have no obligation to repair or maintain License Area.

16. DEFAULT.

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

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

16.1.2 Licensee violates the restrictions on Transfer set forth in Section 11.

Item #6.3.

Page 86 of 182 ends

4938-4650-1790 v6 9

16.1.3 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.

16.1.4 Licensee fails to perform or comply with any provision of this Agreement other than those described in Sections 16.1.1 through 16.1.3, 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.

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

16.3 Licensor’s Right to Perform Licensee’s Obligations. If Licensee is in Default of any of its non-monetary obligations under this Agreement, in addition to the other rights and remedies of Licensor provided herein, then Licensor may at Licensor’s option, but without any obligation to do so and without further notice to Licensee, perform any such term, provision, covenant or condition or make any such payment and, except in the case of its gross negligence or willful misconduct, Licensor by reason of doing so shall not be liable or responsible for any loss or damage thereby sustained by Licensee. If Licensor performs any of Licensee’s obligations hereunder in accordance with this Section 16.3, the reasonable costs and expense incurred or the payments so made shall be immediately be owed by Licensee to Licensor, and Licensee shall promptly pay to Licensor upon demand, as Additional Fees, the full amount thereof with interest thereon from the day of payment by Licensor the lower of ten percent (10%) per annum, or the highest rate permitted by applicable law.

16.4 Severability. This Section 16 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.

17. 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.

Item #6.3.

Page 87 of 182 ends

4938-4650-1790 v6 10

18. MISCELLANEOUS.

18.1 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.

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

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

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

18.5 Broker’s Commissions. Licensor and Licensee each represents and warrants to the other that neither it nor its officers or agents nor anyone acting on its behalf has dealt with any real estate broker in the negotiating or making of this Agreement. Each party agrees to indemnify and hold harmless the other from any claim or claims, and costs and expenses, including attorneys’ fees, incurred by the indemnified party in conjunction with any such claim or claims of any other broker or brokers to a commission in connection with this Agreement as a result of the actions of the indemnifying party.

18.6 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.

18.7 Access by Licensor. In addition to access provided by this Agreement, Licensor shall be allowed access to the License Area at all reasonable times throughout the Term of this Agreement, for any reasonable purpose upon prior written notice to Licensee. Licensor will normally give Licensee a minimum of twenty-four (24) hours prior notice of an intention to enter the License Area, unless the entry is reasonably required on an emergency basis for safety, environmental, operations or security purposes. Licensee shall ensure that a telephone roster is maintained at all times for on-call persons representing Licensee who will be available on short notice, twenty-four (24) hours a day, three hundred sixty-five (365) days per year, and have authority to use all keys, if any, necessary to gain access to the License Area to facilitate entry in time of emergency. Licensee shall ensure that Licensor has a current roster of such on-call personnel and their phone numbers. Licensee shall not change any existing locks, or attach any Item #6.3.

Page 88 of 182 ends

4938-4650-1790 v6 11
additional locks or similar devices to any entrances or exits, without providing to Licensor one set of keys or any codes therefor. All keys must be returned to Licensor at the expiration or termination of this Agreement. Licensee shall have no claim against Licensor for exercise of its rights of access hereunder.

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

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

55.53. 18.10 Rules and Regulations. Licensee shall faithfully observe and comply with the non-discriminatory rules and regulations attached hereto as Exhibit B and incorporated herein by this reference, as the same may be modified from time to time by Licensor. Any additions or modifications to those rules shall be binding upon Licensee upon Licensor’s delivery of a copy to Licensee.

18.11 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.

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

18.13 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.

18.14 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.

18.15 Authority. If Licensee is a corporation, partnership, trust, association or other entity, Licensee and each person executing this Agreement 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 Agreement and to perform all Licensee’s obligations hereunder, and (d) each person (and all of the persons if more than one signs) signing this Agreement on behalf of Licensee is duly and validly authorized to do so. Upon execution hereof and at Licensor’s request, Licensee shall provide Licensor with written Item #6.3.

Page 89 of 182 ends

4938-4650-1790 v6 12
evidence substantiating the authority of the person(s) executing this Agreement on behalf of Licensee to bind Licensee to this Agreement.

18.16 Counterparts. This Agreement may be executed in multiple counterparts, including via an electronic signature program, such as Docusign or comparable electronic signature program, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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

LICENSEE:

Calistoga Chamber of Commerce, a
California nonprofit public benefit corporation
By: _________________________________
Name: ______________________________
Title: _____________________________
LICENSOR:

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

By: _____________________________
Michelle Marchetta Kenyon
City Attorney
Date: _____________________________
Eric Reichert (Jun 8, 2026 14:46:11 PDT)
President & CEO Eric Reichert
Item #6.3.

Page 90 of 182 ends

4938-4650-1790 v6 Exhibit A-1

EXHIBIT A
Depiction of License Area
Item #6.3.

Page 91 of 182 ends

4938-4650-1790 v6 Exhibit A-2
Item #6.3.

Page 92 of 182 ends

4938-4650-1790 v6 Exhibit B-1

EXHIBIT B
Rules and Regulations
Licensee shall faithfully observe and comply with the following Rules and Regulations.

Licensor shall not be responsible to Licensee for the non-performance of any of said Rules and Regulations by or otherwise with respect to the acts or omissions of any other licensees or users of the License Area. In the event of any conflicts between the Rules and Regulations and other provisions of this Agreement, the latter shall control. These Rules and Regulations shall apply and be adhered to by Licensee at each farmers market event. • As a condition precedent to the effectiveness of this Agreement, Licensee shall submit to City for City’s approval a traffic control plan. • Licensee shall be responsible for posting “No Parking” signs and placing all necessary traffic control devices at its own expense, in accordance with the approved traffic control plan. All temporary signage and devices must be removed immediately following each farmers market event.
• Licensee shall ensure that all vendors and contractors involved in each farmers market event comply with local business licensing and seller’s permit requirements. • As a condition precedent to the effectiveness of this Agreement, Licensee must submit a detailed safety plan for approval by both the Police Department and Fire Department.
• Licensee shall reimburse costs incurred by City for staff time and resources resulting from each farmers market event.
• Licensee shall ensure access at each farmers market event for public safety vehicles, including maintaining a 20-foot fire lane on the property site. • In the event of a natural disaster, war, civil disobedience, or other emergency requiring government use of the License Area, the License Area may be relocated and/or this Agreement may be terminated. City is not liable for any loss or expenses incurred by Licensee, its Event Manager, users, vendees, invitees or patrons due to such an emergency declaration or cancellation.
• Licensee shall ensure that all personal and event-related vehicles and equipment are legally located off the traveled way and do not interfere with traffic or pedestrian flow.
• Licensee shall provide appropriate pedestrian protection devices for any event equipment situated on sidewalks or in areas where it may interfere with pedestrian movement.
• Licensee shall ensure that all food sales are conducted in accordance with Health Management Special Event Food Sales requirements.
• Licensee shall ensure that all amplified music, announcements and entertainment comply with City noise regulations, as stated in Chapter 8.20 of the Calistoga Municipal Code.
• License shall ensure that any food service offered at each event complies with Chapter 8.17 of the Calistoga Municipal Code, Reusable Foodware and Waste Reduction.

Item #6.3.

Page 93 of 182 ends

4938-4650-1790 v6 Exhibit B-2
• Licensee shall ensure that all power cords are properly fastened down to prevent tripping hazards.
• Licensee shall ensure the cleanup and removal of all trash and garbage generated at each event, including implementing a comprehensive trash management plan throughout each event, as well as a post-event cleanup plan to address any remaining waste.
• License shall restore the event site to its original condition, including repairing any damage to landscaping, pathways, or facilities and reseeding the lawn if necessary.
• Licensee shall obtain a Fire Code Permit from the Calistoga Fire Department for any event booth involving open fire, open burning, or exterior cooking operations.

Licensee must ensure that all fire safety requirements are met and be prepared for on-site inspection by the Fire Department on the day of each event. • Licensee shall install appropriate barriers to section off restricted areas as part of the event’s security/safety plan.
• Licensee shall ensure that wetting roadways is prohibited. • No advertisements, pictures or signs of any sort shall be displayed on or outside the License Area without the prior written consent of Licensor. This prohibition shall include any portable signs or vehicles placed within the parking lot or on streets adjacent thereto for the purpose of advertising or display. Licensor shall have the right to remove any such unapproved item without notice and at Licensee’s expense. • 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.
• Licensee hereby acknowledges that Licensor shall have no obligation to provide guard service or other security measures for the benefit of the License Area. Licensee hereby assumes all responsibility for the protection of Licensee and its agents, Event Manager, employees, contractors, invitees and guests, and the property thereof, from acts of third parties, including keeping gates locked and other means of entry to the License Area closed.
• No auction, liquidation, fire sale, going out of business or bankruptcy sale shall be conducted in or about the License Area without the prior written consent of Licensor. • If the License Area becomes infested with vermin as a result of the use or any misuse or neglect of the License Area by Licensee, its agents, Event Manager, 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 Licensor and shall employ such licensed exterminators as shall be approved in writing in advance by Licensor.
• Licensor reserves the right at any time to change or rescind any one or more of these Rules and Regulations, or to make such other and further reasonable Rules and Regulations as in Licensor’s judgment may from time to time be necessary for the management, safety, care and cleanliness of the License Area, and for the preservation of good order therein. Licensor may waive any one or more of these Rules and Regulations, but no such waiver by Licensor shall be construed as a waiver of such Rules and Regulations, nor prevent Licensor from thereafter enforcing any such Rules and Regulations against Licensee. Licensee shall be deemed to have read these Rules Item #6.3.

Page 94 of 182 ends

4938-4650-1790 v6 Exhibit B-3
and Regulations and to have agreed to abide by them as a condition to its use of the License Area.

Item #6.3.

Page 95 of 182 ends

4938-4650-1790 v6 Exhibit C-1

EXHIBIT C

COMMENCEMENT DATE MEMO
Date: _________________, 2026
Re: License Agreement dated as of _________, 2026 (“Agreement”), by and between City of Calistoga, as Licensor, and the Calistoga Chamber of Commerce, as Licensee, for 1311 Washington Street, including the parking spots between the Police Department and the Community Center, commonly referred to as Sharpsteen Parking Area Dear __________________:

In accordance with the terms and conditions of the above referenced Agreement, Licensee accepts possession of the License Area and agrees:

1. The Commencement Date of the Agreement is ____________, 2026; and

2. The Expiration Date of the Agreement is ______________, 2031.

Please acknowledge your acceptance of possession and agreement to the terms set forth above by signing this Commencement Date Memo in the space provided and returning it to Licensor.

Agreed and Accepted:

Licensor: City of Calistoga
By: ___________________
Name: Mitch Celaya
Title: Interim City Manager
Licensee: Calistoga Chamber of Commerce
By: ___________________
Name: ___________________
Title: ___________________
By: ___________________
Name: ___________________
Title: ___________________
[Exhibit Do not sign]
Item #6.3.

Page 96 of 182 ends

Farmer's Market License FINAL
Final Audit Report 2026-06-08
Created: 2026-06-08
By: Rachel Melick ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAR7aQ_zWw7E0op5fX02SGbzJ9Hb1XEXmb "Farmer's Market License FINAL" History
Document created by Rachel Melick ([email protected]) 2026-06-08 - 9:13:15 PM GMT
Document emailed to Eric Reichert ([email protected]) for signature 2026-06-08 - 9:13:21 PM GMT
Email viewed by Eric Reichert ([email protected]) 2026-06-08 - 9:45:26 PM GMT
Document e-signed by Eric Reichert ([email protected]) Signature Date: 2026-06-08 - 9:46:11 PM GMT - Time Source: server - Signature Appearance Selected: MOBILE_DRAW Agreement completed.
2026-06-08 - 9:46:11 PM GMT
Item #6.3.

Page 97 of 182 ends

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Sheli Wright, Fairgrounds Revitalization Director Meeting: City Council Regular Meeting - Jun 23 2026
Subject: License Agreement with New Cingular Wireless PCS, LLC DESCRIPTION:

Authorization for the City Manager to Execute a License Agreement with New Cingular Wireless PCS, LLC for Cellular Communications Facilities at the Calistoga Fairgrounds.

RECOMMENDATION:

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

Upon review of the cellular tower lease agreements acquired with the Fairgrounds property, staff determined that the existing terms were not structured to maximize the Fairgrounds' long-term benefit. Staff worked with AT&T to renegotiate the agreement to align the revenue structure more closely with current market standards and industry agreements.

ANALYSIS:

New Cingular Wireless PCS, LLC, formerly known as AT&T Wireless, operates an existing cellular communication facility located on the Calistoga Fairgrounds property. Staff renegotiated the existing license agreement to improve long-term revenue generation and ensure the agreement reflects current market standards.

Under the previous agreement, the base monthly rent was $2,000 with a 7% escalation every five years. The renegotiated agreement increases the base monthly rent to $3,137.01, with a 3% annual escalation.

The revised agreement provides a substantial increase in annual revenue while establishing more consistent yearly rent adjustments that better align with current market conditions and the long-term operational value of the Fairgrounds property.

Staff requests approval of the agreement and authorization for the City Manager to execute the agreement on behalf of the City.

FINANCIAL IMPACT:

The agreement for this cell tower increased from $2150 per month to $3137 per month, resulting in a net increase of $11,844 in annual revenue to account 170-5592-3296.

Item #6.4.

Page 98 of 182 ends

CEQA STATUS:

The proposed project is categorically exempt from the California Environmental Quality Act pursuant to CEQA Guidelines Section 15301 (Existing Facilities). The project involves a minor alteration to existing public utility infrastructure at an existing RV park within the fairgrounds. The project would not expand the use, increase the number of RV spaces, or change the intensity of activities at the site. No exceptions to the categorical exemption apply.

ATTACHMENT(S):

Draft Resolution New Cingular Wireless PCS, LLC
10151686_173322 AT&T PE 5.8.2026 Lease Agreement_EXECUTABLE 10151686 DocuSign Certificate of Completion
173322 - Signing Authority
APPROVAL(S):

Rachel Stepp, Deputy City Manager Approved - Jun 10 2026 Connie Cardenas, Admin. Services Director Approved - Jun 10 2026 Yudiana Galvan, City of Calistoga | City Clerk Approved - Jun 15 2026 Item #6.4.

Page 99 of 182 ends

RESOLUTION NO. 2026-XXX

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

NAPA, STATE OF CALIFORNIA, AUTHORIZING THE EXECUTION OF A LICENSED AGREEMENT WITH NEW CINGULAR WIRELESS PCS, LLC.

WHEREAS, New Cingular Wireless PCS, LLC, formerly known as AT&T Wireless, currently operates an existing cellular communication facility located on the Calistoga Fairgrounds property; and
WHEREAS, staff reviewed the existing license agreement and determined that the financial terms no longer reflected current market conditions or the long-term operational value of the Fairgrounds property; and
WHEREAS, staff negotiated revised terms for the license agreement that increase the base monthly rent from $2,000 to $3,137.01 and establish annual rent escalations of three percent (3%); and
WHEREAS, the renegotiated agreement will provide increased and more consistent long-term revenue to support Fairgrounds operations and maintenance.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Calistoga, acting as successor agency and governing body for the Calistoga Fairgrounds, that the License Agreement with New Cingular Wireless PCS, LLC is hereby approved.

BE IT FURTHER RESOLVED that the City Manager is authorized to execute the agreement and any related documents necessary to implement the agreement on behalf of the City.

PASSED, APPROVED AND ADOPTED this 23rd day of June 2026. 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 #6.4.

Page 100 of 182 ends

1 Market: San Francisco / Sacr / Reno
Cell Site Number: CCL00808
Cell Site Name: Napa Fairgrounds Light Pole
Fixed Asset Number: 10151686

LEASE AGREEMENT
THIS LEASE AGREEMENT ("Agreement"), dated as of the latter of the signature dates below (the “Effective Date”), is entered into by City of Calistoga, a municipal corporation, having a mailing address of 1232 Washington Street, Calistoga, CA 94515 ("Landlord") and New Cingular Wireless PCS, LLC, a Delaware limited liability company, having a mailing address of 1025 Lenox Park Blvd. NE, 3rd Floor, Atlanta, GA 30319 ("Tenant").

BACKGROUND
Landlord owns that certain plot, parcel or tract of land as described in Exhibit 1 attached hereto, improved with a light pole style monopole (the “Tower”) which is depicted and described in Exhibit 2 attached hereto, together with all rights and privileges arising in connection therewith, located at 1435 North Oak Street, in the City of Calistoga, County of Napa, State of California (collectively, the "Property"). Landlord and Tenant are parties to that certain Lease Agreement, dated November 25, 2014, which includes the Premises, defined below (the “Prior Lease”). The Prior Lease terminated on January 26, 2024. Tenant desires to maintain and continue to use the portion the Property currently used in connection with its federally licensed communications business. Landlord desires to grant to Tenant the continued right to use a portion of the Property in accordance with this Agreement. This Agreement replaces the Prior Lease effective as of July 1, 2025, and as of such date, the Prior Lease shall be of no further force or effect.

The parties agree as follows:

1. LEASE OF PREMISES. Landlord hereby leases to Tenant:
(i) a certain portion of the Property containing approximately 384 square feet including the air space above such ground space (the “Equipment Space”) for the placement of a portion of Tenant’s Communication Facility (defined below) as depicted and described on attached Exhibit 2; (ii) space within the Equipment Space for any structural steel or other improvements currently supporting Tenant’s equipment; (iii) that certain space on the Tower as depicted and described on Exhibit 2 where Tenant shall have the right to install its antennas and other equipment (“Antenna Space”); and
(iv) those certain areas where Tenant’s conduits, wires, cables, cable trays and other necessary connections are currently located between the Equipment Space and the Antenna Space (located on the Tower, GPS Coordinates

38.584063, -122.585993), and between the Equipment Space and the nearest electric power, telephone, and fuel sources for the Property (GPS Coordinates 38.583928, -122.585816, hereinafter collectively referred to as the “Connection Space”). Landlord agrees that Tenant shall have the right to continue to use the connections between Tenant’s equipment in the Equipment Space and Antenna Space (on the existing Tower); and between Tenant’s equipment in the Equipment Space and the nearest electric power, telephone, fiber, and fuel sources for the Property.

Landlord further agrees that Tenant shall have the right to continue to maintain utility lines, wires, poles, cables, conduits, pipes and other necessary connections over or along any right-of-way extending from the nearest public right-of-way to the Premises; provided that Tenant shall continue to undertake all such activity in a manner designed to have the least impact the Property. Notwithstanding the foregoing, Tenant, shall locate and continue to locate all lines, wires, conduits and cables on the nearest existing poles extending from the roadway into Landlord’s Property.

The Equipment Space, Antenna Space, and Connection Space are further depicted and described in Exhibit 2 attached hereto and are hereinafter collectively referred to as the “Premises.”

2. PERMITTED USE.
(a) Tenant may continue to use the Premises for the transmission and reception of communications signals and the maintenance, operation, repair, replacement and upgrade of its existing communications fixtures including approved equipment, antennas, cables, accessories and improvements (collectively, the “Communication Facility”) for the above described permitted use (collectively, the "Permitted Use"). Landlord and Tenant agree that the Communication Facility depicted and described on Exhibit 2 is deemed to encompass the scope of Tenant's Permitted Use, unless otherwise later approved in writing by Landlord. Exhibit 2 includes drawings of the existing Communication Facility. Subject to Landlord’s written approval, Tenant may be allowed to make such alterations to the Property in order to carry out Tenant’s Permitted Use or to insure that Tenant’s Communication Facility complies Docusign Envelope ID: 1C3CA25D-A5A9-80C8-81B4-492AFE0123A0 Item #6.4.

Page 101 of 182 ends

2 with all applicable federal, state or local laws, rules or regulations. In the event Tenant desires to modify or upgrade the Communication Facility, and Tenant requires an additional portion of the Property (the “Additional Premises”) for such modification or upgrade, Landlord will reasonably consider leasing to Tenant the Additional Premises, upon the same terms and conditions set forth herein, including the Rent increase described in Section 4(b), in conjunction with the lease of the Additional Premises by the amount equivalent to the then-current per square foot rental rate charged by Landlord to Tenant times the square footage of the Additional Premises. Landlord and Tenant agree to enter into an amendment to this Lease to effect and memorialize the lease of the Additional Premises to Tenant.

3. TERM.
(a) The initial lease term will be five (5) years ("Initial Term"), commencing on July 1, 2025 (the “Commencement Date”). The Initial Term will terminate on June 30, 2030. (b) This Agreement will automatically renew for four (4) additional five (5) year terms, (each five (5) year term shall be defined as an "Extension Term"), upon the same terms and conditions, including the Rent increase described in Section 4(b), unless Tenant notifies Landlord in writing of Tenant’sintention not to renew this Agreement at least one hundred eighty (180) days prior to the expiration of the existing Term. (c) If Tenant remains in possession of the Premises after the termination of this Agreement, then Tenant will be deemed to be occupying the Premises on a month-to-month basis (the "Holdover Term"), at a rental rate in the amount of two hundred percent (200%) of the last Rent [divided by twelve (12), plus all other charges payable hereunder, including the Rent increase described in Section 4(c),subject to the terms and conditions of this Agreement. (d) The Initial Term, any Extension Terms, and any Holdover Term are collectively referred to as the Term ("Term").

4. RENT.
(a) Commencing upon the Commencement Date, the initial rent shall be Three Thousand One Hundred Thirty-Seven and 1/100 Dollars ($3,137.01) per month (the “Rent"), to be paid to Landlord at the address set forth above.
(b) The parties have also agreed that there shall be annual adjustments of the Rent hereunder beginning on the first anniversary of the Commencement Date. For each successive twelve (12) month period during the Term after the initial twelve (12) months of the Term of this Lease, the Rent shall increase three percent (3%) over the Rent payable in the immediately preceding twelve (12) month period. (c) Landlord shall use commercially reasonable efforts to bill all charges payable under this Agreement such as taxes within one (1) year from the end of the calendar year in which the charges were incurred. Landlord shall not be required to bill Tenant for Rent. The provisions of this subsection shall survive the termination or expiration of this Agreement.

5. APPROVALS.
(a) Landlord agrees that Tenant's ability to continue to use the Premises is contingent upon Tenant's ability to continue to maintain all governmental licenses, permits, approvals or other relief required of or deemed necessary or appropriate by Tenant for its use of the Premises, including without limitation applications for zoning variances, zoning ordinances, amendments, special use permits, and construction permits (collectively, the "Government Approvals"). Landlord authorizes Tenant to prepare any required additional applications to maintain Government Approvals for Tenant’s Permitted Use under this Agreement, and following review and approval of such applications by Landlord, to execute and file same, and agrees to reasonably assist Tenant with such applications (at no cost to Landlord) and with maintaining the Government Approvals. In addition, Tenant shall have the right to initiate the ordering and/or scheduling of necessary utilities, provided that if such required utilities require installation of new facilities, Landlord shall approve, in writing and in advance, the location and scope thereof.

6. TERMINATION. This Agreement may be terminated, without penalty or further liability, as follows:
(a) by either party on thirty (30) days’ prior written notice, if the other party remains in default under Section 16 of this Agreement after the applicable cure periods; or (b) by Tenant upon one hundred eighty (180) days prior written notice to Landlord for any reason or no reason.

Docusign Envelope ID: 1C3CA25D-A5A9-80C8-81B4-492AFE0123A0 Item #6.4.

Page 102 of 182 ends

3 7. INSURANCE.
(a) During the Term, Tenant will carry, at its own cost and expense, the following insurance:
(i) workers ’compensation insurance as required by law for the performance of any of Tenant’s duties under this Agreement, including but not limited to, coverage for workers ’compensation and employer’s liability, Tenant shall provide Landlord with certification of all such coverages upon request by Landlord’s Risk Manager; and (ii) commercial general liability (CGL) insurance with respect to its activities on the Property, such insurance to afford protection of up to Five Million Dollars ($5,000,000) per occurrence and Ten Million Dollars ($10,000,000) general aggregate, based on Insurance Services Office (ISO) Form CG 00 01 or a substitute form providing substantially equivalent coverage. Tenant’s CGL insurance shall contain a provision including Landlord as an additional insured. Such additional insured coverage:
(ii) shall be limited to bodily injury, property damage or personal and advertising injury caused, in whole or in part, by Tenant, its employees, agents or independent contractors; (iii) shall not extend to claims for punitive or exemplary damages arising out of the acts or omissions of Landlord, its employees, agents or independent contractors or where such coverage is prohibited by law or to claims arising out of the gross negligence of Landlord, its employees, agents or independent contractors; and (iv) shall not exceed Tenant’s indemnification obligation under this Agreement, if any. (b) Notwithstanding the foregoing, Tenant shall have the right to self-insure the coverages required in subsection (a). In the event Tenant elects to self-insure its obligation to include Landlord as an additional insured, the following provisions shall apply (in addition to those set forth in subsection (a):
(i) Landlord shall promptly and no later than thirty (30) days after notice thereof provide Tenant with written notice of any claim, demand, lawsuit, or the like for which it seeks coverage pursuant to this Section and provide Tenant with copies of any demands, notices, summonses, or legal papers received in connection with such claim, demand, lawsuit, or the like;
(ii) Landlord shall not settle any such claim, demand, lawsuit, or the like without the prior written consent of Tenant; and
(iii) Landlord shall fully cooperate with Tenant in the defense of the claim, demand, lawsuit, or the like.
(c) Certificates. All insurance coverages referenced in 7(a), above, shall be evidenced by one or more certificates of coverage or, with the consent of Landlord’s Risk Manager, demonstrated by other evidence of coverage acceptable to Landlord’s Risk Manager, which shall be filed by Tenant with the Landlord’s Risk Manager prior to commencement of performance of any of Tenant’s duties; shall reference this Agreement by its number or title and department; shall be kept current during the Term of this Agreement. For Workers Compensation coverage, a Certificate and a Waiver of Subrogation shall be required. For the commercial general liability insurance coverage referenced in 7(a) Tenant shall also file with the evidence of coverage an endorsement from the insurance provider including Landlord, its officers, employees, agents and volunteers as additional insureds and waiving subrogation, and that the required insurance provided is primary coverage to Landlord with respect to any insurance or self-insurance programs maintained by Landlord. The additional insured endorsements for the general liability coverage shall use Insurance Services Office (ISO) Form No. CG 20 09 11 8511-85 or CG 20 10 11 85, or equivalent, including (if used together) CG 2010 10 01 and CG 2037 10 01; but shall not use the following forms: CG 20 10 10 93 or 03 94. (d) Tenant’s policy shall provide that the inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, the coverage afforded applying as though separate policies has been issues to each insured, but the inclusion of more than one insured shall not operate to increase the limits of the company’s liability.

8. INTERFERENCE.
(a) Tenant warrants that its use of the Premises will not interfere with existing radio frequency user(s) on the Property, if any, as long as the existing radio frequency user(s) operate and continue to operate in accordance with all applicable laws and regulations.
(b) Landlord will use commercially reasonably efforts to not use or permit its employees, tenants, licensees, invitees, agents or independent contractors to use, any portion of the Property in any way which materially interferes with the Communication Facility, the operations of Tenant or the rights of Tenant under this Agreement, provided that Tenant shall be required to deliver written notice to Landlord promptly following any such material interference.
(c) For the purposes of this Agreement, “material interference” may include, but is not limited to, any use on the Property that causes material electronic or physical obstruction with, or material degradation of, the communications signals from the Communication Facility.

Docusign Envelope ID: 1C3CA25D-A5A9-80C8-81B4-492AFE0123A0 Item #6.4.

Page 103 of 182 ends

4 9. INDEMNIFICATION. Tenant agrees to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord harmless from and against any and all injury, loss, damage or liability (or any claims in respect of the foregoing), costs or expenses (including reasonable attorneys' fees and court costs) to the extent arising from the installation, use, maintenance, repair or removal of the Communication Facility or Tenant's breach of any provision of this Agreement, except to the extent attributable to the grossly negligent or intentional act or omission of Landlord, its employees, agents or independent contractors.

10. WARRANTIES.
(a) Tenant and Landlord each acknowledge and represent that it is duly organized, validly existing and in good standing and has the right, power and authority to enter into this Agreement and bind itself hereto through the party set forth as signatory for the party below.
(b) Landlord represents, warrants and agrees that: (i) Landlord solely owns the Property as a legal lot in fee simple; (ii) as long as Tenant is not in default beyond the applicable period of notice and cure, then Landlord grants to Tenant sole, actual, quiet and peaceful use, enjoyment and possession of the Premises; and (iii) Landlord's execution and performance of this Agreement will not knowingly violate any laws, ordinances, covenants or the provisions of any mortgage, lease or other agreement binding on Landlord.

11. ENVIRONMENTAL.
(a) Landlord and Tenant agree that each will be responsible for compliance with any and all applicable governmental laws, rules, statutes, regulations, codes, ordinances, or principles of common law regulating or imposing standards of liability or standards of conduct with regard to protection of the environment or worker health and safety, as may now or at any time hereafter be in effect, to the extent such apply to that party’s activity conducted in or on the Property
(b) Tenant agree to hold harmless and indemnify Landlord from, and to assume all duties, responsibilities and liabilities at the sole cost and expense of Tenant for, payment of penalties, sanctions, forfeitures, losses, clean-up, costs or damages, and for responding (including carrying out required clean-up) to any action, notice, claim, order, summons, citation, directive, litigation, investigation or proceeding (“Claims”), to the extent arising from Tenant’s breach of its obligations or representations under Section 11(a). Tenant agrees to hold harmless, defend (with counsel acceptable to Landlord) and indemnify Landlord from, and to assume all duties, responsibilities and liabilities at the sole cost and expense of Tenant for, payment of penalties, sanctions, forfeitures, losses, clean-up, costs or damages, and for responding to any Claims (including carrying out required clean-up), to the extent arising from hazardous substances brought onto the Property by Tenant. (c) The indemnifications of this Section 11 specifically include reasonable costs, expenses and fees incurred in connection with any investigation of Property, conditions or any clean-up, remediation, removal or restoration work required by any governmental authority. The provisions of this Section 11 will survive the expiration or termination of this Agreement.

12. ACCESS. At all times throughout the Term of this Agreement, and at no additional charge to Tenant, Tenant and its employees, agents, and subcontractors, will have pedestrian and vehicular access during regular business hours (Monday through Friday 8:00 AM to 5:00 PM, PST) and emergency access at all other times via escort or appointment by contacting the Calistoga Police Department. (“Access”) to and over the Property, from a public road to the Premises for the maintenance and operation of the Communication Facility and any utilities serving the Premises.

13. REDEVELOPMENT.
(a) If Landlord determines it necessary to relocate the Communication Facility, Landlord will have the right, subject to the following provisions of this Section, and exercisable at any time after the first five (5) years of the Initial Term, but only exercisable one time during the Term, and only after providing Tenant with not less than twelve (12) months ’prior written notice, to relocate the Communication Facility, or any part thereof, to an alternate location (the “Relocation Premises”) on the Property; provided, however, that: (i) all reasonable costs and expenses associated with or arising out of such relocation (including costs associated with any required Governmental Approvals and/or costsfor Tests of the Relocation Premises)shall be paid by Landlord; (ii) such relocation will be performed exclusively by Tenant or its agents; (iii) such relocation will not unreasonably result in any interruption of the communications service of Tenant on the Property; and (iv) such relocation will not impair, or in any manner alter, the quality of communications service provided by Tenant on and from the Property. Landlord will exercise its relocation right by Docusign Envelope ID: 1C3CA25D-A5A9-80C8-81B4-492AFE0123A0 Item #6.4.

Page 104 of 182 ends

5 delivering written notice, pursuant to the terms of this Agreement, to Tenant. In the notice, Landlord will identify the proposed Relocation Premises on the Property to which Tenant may relocate the Communication Facility. Landlord and Tenant hereby agree that a survey (prepared at the sole cost and expense of Landlord) of the Relocation Premises (including the access and utility easements) will supplement Exhibits 1 and 2, as applicable and become a part hereof, and the Relocation Premises shall be considered the Premises for all purposes hereunder. (b) If in Tenant’s reasonable judgment no suitable Relocation Premises can be found, Landlord may not exercise its relocation right described in this Section and Landlord may not relocate or cause the relocation of the Communication Facility; provided, however, that if Landlord is exercising its relocation right described in this Section in order for Landlord to comply with then-current applicable governmental laws, rules, statutes and regulations, and in Tenant’s reasonable judgment, no suitable Relocation Premises can be found, Tenant shall have the right to terminate this Agreement upon written notice to Landlord, without penalty or further obligation.

14. REMOVAL/RESTORATION. All portions of the Communication Facility brought onto the Property by Tenant will be and remains Tenant’s personal property and, at Tenant's option, may be removed by Tenant at any time during the Term. Landlord covenants and agrees that no part of the Communication Facility constructed, erected or placed on the Premises by Tenant will become, or be considered as being affixed to or a part of, the Property, it being the specific intention of Landlord that all improvements of every kind and nature constructed, erected or placed by Tenant on the Premises will be and remain the property of Tenant and may be removed by Tenant at any time during the Term. Within one hundred and twenty (120) days of termination of this Agreement, Tenant will remove all of Tenant’s above ground improvements on or about the Premises and Tenant will to the extent reasonable restore the Premises its condition at the commencement of this Agreement, reasonable wear and tear and loss by casualty and condemnation excepted. After any such termination of this Agreement, Tenant shall pay the rate applicable to the Holdover Term until such time as the Tenant has returned the Premises to its original condition less wear and tear.

15. MAINTENANCE/UTILITIES.
(a) Tenant will keep and maintain the Premises in good condition, reasonable wear and tear and damage from the elements excepted. Landlord will maintain the Access to the Premises in reasonable and usable condition and will maintain the Tower in a good, structurally sound, and tenantable condition. (b) Tenant will be responsible for the cost of installing and paying all utilities charges for electricity, telephone service or any other utility used or consumed by Tenant on the Premises.

16. DEFAULT AND RIGHT TO CURE.
(a) The following will be deemed a default by Tenant and a breach of this Agreement: (i) non-payment of Rent if such Rent remains unpaid for more than five (5) days after the date due under this Agreement; or (ii) Tenant's failure to perform any other term or condition under this Agreement within thirty (30) days after receipt of written notice from Landlord specifying the failure. Except with respect to any failure to pay Rent, no such failure, however, will be deemed to exist if Tenant has commenced to cure such default within such period, diligently proceed with such cure and provided that such efforts are prosecuted to completion with reasonable diligence within a period not to exceed ninety (90) days. If Tenant remains in default beyond any applicable cure period, Landlord will have the right to exercise any and all rights and remedies available to it under law and equity. (b) The following will be deemed a default by Landlord and a breach of this Agreement: (i) Landlord's failure to materially perform any term, condition or breach of any warranty or covenant under this Agreement within forty-five (45) days after receipt of written notice from Tenant specifying the failure. No such failure, however, will be deemed to exist if Landlord has commenced to cure the default within such period and provided such efforts are prosecuted to completion with reasonable diligence. Delay in curing a default will be excused if due to causes beyond the reasonable control of Landlord. If Landlord remains in default beyond any applicable cure period, Tenant will have any and all other rights available to it under law and equity.

17. ASSIGNMENT/SUBLEASE. Tenant will have the right to assign, sell or transfer its interest under this Agreement without the approval or consent of Landlord, to Tenant’s Affiliate or to any entity which acquires all or substantially all of the Tenant’s assets in the market defined by the Federal Communications Commission in which the Property is located by reason of a merger, acquisition, or other business reorganization; provided that Tenant shall promptly deliver notice thereof to Landlord and such assignee, buyer or transferee shall assume in writing all rights and obligations under this Agreement (“Assumption Agreement”) and a copy of such Assumption Agreement shall be promptly delivered to Tenant with the written notice. Upon notification to Landlord of such assignment, transfer or sale and delivery to Tenant of a fully executed copy of the Assumption Agreement, Tenant will be relieved of all Docusign Envelope ID: 1C3CA25D-A5A9-80C8-81B4-492AFE0123A0 Item #6.4.

Page 105 of 182 ends

6 future performance, liabilities and obligations under this Agreement. Tenant shall have the right to sublease the Premises, in whole or in part, with Landlord’s written consent, which consent shall not be unreasonably withheld, or delayed. Tenant may not otherwise assign this Agreement without Landlord’s written consent, Landlord’s consent not to be unreasonably withheld, or delayed.

18. NOTICES. All notices, requests, demands and communications hereunder will be given by first class certified or registered mail, return receipt requested, or by a nationally recognized overnight courier, postage prepaid, to be effective when properly sent and received, refused or returned undelivered. Notices will be addressed to the parties as follows:

For Notices of Default to Tenant:
a) To Tenant’s Lease Administration Department at [email protected]; and b) To Tenant’s Law Department via First Class certified or registered mail, return receipt requested, or by a nationally recognized overnight courier, postage prepaid:

New Cingular Wireless PCS, LLC
Attn.: Legal Dept – Network Operations
Re: Cell Site #: CCL00808; Cell Site Name: NAPA FAIRGROUNDS LIGHT POLE (CA) Fixed Asset #: 10151686
208 S. Akard Street
Dallas, TX 75202-4206
For Notices of Default to Landlord:
a) To Landlord at [email protected] and [email protected] b) To Landlord’s Law Department via First Class certified or registered mail, return receipt requested, or by a nationally recognized overnight courier, postage prepaid:

City of Calistoga
1232 Washington Street
Calistoga, CA 94515
Attention: City Attorney
All other Notices will be sent:
a) To Tenant’s Lease Administration Department at [email protected]; and b) To Landlord at: [email protected] and [email protected] City of Calistoga
1232 Washington Street
Calistoga, CA 94515
Attention: City Manager
(a) Notices by email will be effective on the first calendar day after it was sent unless the sender receives an automated message that the email has not been delivered. Electronic mail shall be sent with a read receipt, but a read receipt shall not be required to establish that notice was given and received. All other Notices shall be effective when received unless returned undelivered. Either party hereto may change the place for the giving of notice to it by thirty (30) days ’prior written notice to the other party hereto as provided herein. (b) In the event of a change in ownership, transfer or sale of the Property, within thirty (30) days of such transfer, Landlord or its successor will send the documents listed below in this subsection (b) to Tenant. (i) New IRS Form W-9
(ii) Full contact information for new Landlord including all phone number(s)

19. CONDEMNATION. In the event Landlord receives notification of any condemnation proceedings affecting the Property, Landlord will provide promptly notice of the proceeding to Tenant. If a condemning authority takes all of the Premises, or a portion sufficient, in Tenant’s reasonable determination, to render the Premises unsuitable for Docusign Envelope ID: 1C3CA25D-A5A9-80C8-81B4-492AFE0123A0 Item #6.4.

Page 106 of 182 ends

7 Tenant, this Agreement will terminate as of the date the title vests in the condemning authority. The parties will each be entitled to pursue their own separate awards in the condemnation proceeds.

20. CASUALTY. Landlord will provide notice to Tenant of any casualty or other harm affecting the Property promptly following the casualty or other harm. If any part of the Communication Facility or Premises is damaged by casualty or other harm as to render the Premises unsuitable, in Tenant’s reasonable determination, then Tenant may terminate this Agreement by providing written notice to Landlord, which termination will be effective as of the date of such casualty or other harm. Upon such termination, Tenant will be entitled to collect all insurance proceeds to the extent payable solely to Tenant on account thereof and to be reimbursed for any prepaid Rent on a prorata basis.

Landlord will be entitled to collect all insurance proceeds payable to Landlord on account thereof. Landlord agrees to permit Tenant to place temporary transmission and reception facilities on the Property at a mutually agreeable location to the extent feasible, but only until such time as Tenant is able to activate a replacement transmission facility at another location on the Property if mutually agreed upon by the parties; notwithstanding the termination of this Agreement, such temporary facilities located on the Property, if any, will be governed by all of the terms and conditions of this Agreement, including Rent and increases related thereto as described in Section 4(b). If Tenant, with Landlord’s approval, undertakes to rebuild or restore the Premises and/or the Communication Facility, as applicable, Landlord agrees to use commercially reasonable efforts to locate a temporary transmission and reception facilities on the Property until the reconstruction of the Premises and/or the Communication Facility is completed; provided that such temporary location shall be subject to the terms and conditions of this Agreement. If Landlord determines not to rebuild or restore the Property, Landlord will notify Tenant of such determination within one hundred eighty (180) days after the casualty or other harm.

21. INTENTIONALLY OMITTED.

22. TAXES. Landlord shall be responsible for payment of all ad valorem taxes levied upon the lands, improvements and other property of Landlord. Tenant shall be responsible for all taxes levied upon Tenant’s leasehold improvements (including Tenant’s equipment building and tower) on the Premises and any possessory interest taxes.

Landlord shall use commercially reasonable efforts to provide Tenant with copies of all assessment notices on or including the Premises promptly following receipt, along with sufficient written documentation detailing any assessment increases attributable to the leasehold improvements, but in no event later than thirty (30) days after receipt by Landlord. Tenant shall have the right to contest, in good faith, the validity or the amount of any tax or assessment levied against the Premises by such appellate or other proceedings as may be appropriate in the jurisdiction, and may defer payment of such obligations, pay same under protest, or take such other steps as Tenant may deem appropriate.

Landlord shall cooperate (at no cost to Landlord) in the institution and prosecution of any such proceedings and will execute any documents required therefor. The expense of any such proceedings shall be borne by Tenant and any refunds or rebates to the extent applicable to the Premises secured as a result of Tenant’s action shall belong to Tenant.

23. INTENTIONALLY OMITTED.

24. INTENTIONALLY OMITTED.

25. MISCELLANEOUS.
(a) Amendment/Waiver. This Agreement cannot be amended, modified or revised unless done in writing and signed by Landlord and Tenant. No provision may be waived except in a writing signed by both parties.

The failure by a party to enforce any provision of this Agreement or to require performance by the other party will not be construed to be a waiver, or in any way affect the right of either party to enforce such provision thereafter. (b) Limitation of Liability. Except for the indemnity obligations set forth in this Agreement, and otherwise notwithstanding anything to the contrary in this Agreement, Tenant and Landlord each waives any claims that each may have against the other with respect to consequential, incidental or special damages, however caused, based on any theory of liability.
(c) Bind and Benefit. The terms and conditions contained in this Agreement will run with the Property and bind and inure to the benefit of the parties, their respective heirs, executors, administrators, successors and assigns. (d) Entire Agreement. This Agreement and the exhibits attached hereto, all being a part hereof, constitute the entire agreement of the parties hereto and will supersede all prior offers, negotiations and agreements with respect to the subject matter of this Agreement. Exhibits are numbered to correspond to the Section wherein they are first referenced.

Docusign Envelope ID: 1C3CA25D-A5A9-80C8-81B4-492AFE0123A0 Item #6.4.

Page 107 of 182 ends

8 (e) Governing Law. This Agreement will be governed by the laws of the state in which the Premises are located, without regard to conflicts of law. And any action brought with respect to this Agreement,shall be brought in Napa County.
(f) Interpretation. Unless otherwise specified, the following rules of construction and interpretation apply: (i) captions are for convenience and reference only and in no way define or limit the construction of the terms and conditions hereof; (ii) use of the term "including" will be interpreted to mean "including but not limited to"; (iii) whenever a party's consent is required under this Agreement, except as otherwise stated in the Agreement or as same may be duplicative, such consent will not be unreasonably withheld, conditioned or delayed; (iv) exhibits are an integral part of this Agreement and are incorporated by reference into this Agreement; (v) use of the terms "termination" or "expiration" are interchangeable; (vi) reference to a default will take into consideration any applicable notice, grace and cure periods; (vii) to the extent there is any issue with respect to any alleged, perceived or actual ambiguity in this Agreement, the ambiguity shall not be resolved on the basis of who drafted the Agreement; and (viii) the singular use of words includes the plural where appropriate. (g) Affiliates. All references to “Tenant” shall be deemed to include any Affiliate of New Cingular Wireless PCS, LLC using the Premises for any Permitted Use or otherwise exercising the rights of Tenant pursuant to this Agreement. “Affiliate” means with respect to a party to this Agreement, any person or entity that (directly or indirectly) controls, is controlled by, or under common control with, that party. “Control” of a person or entity means the power (directly or indirectly) to direct the management or policies of that person or entity, whether through the ownership of voting securities, by contract, by agency or otherwise. (h) Survival. Any provisions of this Agreement relating to indemnification shallsurvive the termination or expiration hereof. In addition, any terms and conditions contained in this Agreement that by their sense and context are intended to survive the termination or expiration of this Agreement shall so survive. (i) W-9. Landlord agrees to provide Tenant with a completed IRS Form W-9, or its equivalent, following full execution of this Agreement and at such other times as may be reasonably requested by Tenant. (j) No Electronic Signatures/No Option. The submission of this Agreement to any party for examination or consideration does not constitute an offer, reservation of or option for the Premises based on the terms set forth herein. This Agreement will become effective as a binding Agreement only upon the handwritten legal execution, acknowledgment and delivery hereof by Landlord and Tenant. (k) Severability. If any provision of this Agreement is held invalid, illegal or unenforceable by a court or agency of competent jurisdiction, (a) the validity, legality and enforceability of the remaining provisions of this Agreement are not affected or impaired in any way if the overall purpose of the Agreement is not rendered impossible and the original purpose, intent or consideration is not materially impaired; and (b) the parties shall negotiate in good faith in an attempt to agree to another provision (instead of the provision held to be invalid, illegal or unenforceable) that is valid, legal and enforceable and carries out the parties ’intentions to the greatest lawful extent. If any such action or determination renders the overall performance of this Agreement impossible or materially impairs the original purpose, intent or consideration of this Agreement, and the parties are, despite the good faith efforts of each, unable to amend this Agreement to retain the original purpose, intent and consideration in compliance with that court or agency determination, either party may terminate this Agreement upon sixty (60) days ’prior written notice to the other party.
(l) Counterparts. This Agreement may be executed in two (2) or more counterparts, all of which shall be considered on and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties. All parties need not sign the same counterpart. (m) WAIVER OF JURY TRIAL. EACH PARTY, TO THE EXTENT PERMITTED BY LAW,

KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN

ANY ACTION OR PROCEEDING UNDER ANY THEORY OF LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE TRANSACTIONS IT CONTEMPLATES. (n) Compliance with Law. Tenant agrees to comply with all federal, state and local laws, orders, rules and regulations (“Laws”) applicable to Tenant’s use of the Communication Facility on the Property. Landlord agrees to comply with all Laws relating to Landlord’s ownership and use of the Property and any improvements on the Property owned by Landlord.

Docusign Envelope ID: 1C3CA25D-A5A9-80C8-81B4-492AFE0123A0 Item #6.4.

Page 108 of 182 ends

9 IN WITNESS WHEREOF, the parties have caused this Agreement to be effective as of the last date written below.

LANDLORD:

City of Calistoga,
a municipal corporation
By:

Laura Snideman
City Manager
Date:

TENANT:

New Cingular Wireless PCS, LLC,
a Delaware limited liability company
By: AT&T Mobility Corporation
Its: Manager
By:

Vani Muller
Associate Director
Date:

Docusign Envelope ID: 1C3CA25D-A5A9-80C8-81B4-492AFE0123A0 5/18/2026
Item #6.4.

Page 109 of 182 ends

10 EXHIBIT 1

DESCRIPTION OF PROPERTY
Pursuant to the Lease Agreement with a Commencement Date of July 1, 2025, by and between City of Calistoga, a municipal corporation, having a mailing address of 1232 Washington Street, Calistoga, CA 94515 ("Landlord") and New Cingular Wireless PCS, LLC, a Delaware limited liability company, having a mailing address of 1025 Lenox Park Blvd. NE, 3rd Floor, Atlanta, GA 30319 (“Tenant").

Property Legal Description:

The land is situated in the City of Calistoga, County of Napa, State of California, and is described as follows:

LOTS NUMBERED 31, 32, 33, 34 AND THE EAST ONE-HALF OF LOT 35 AS THE SAID LOTS ARE LAID DOWN AND DELINEATED UPON A CERTAIN MAP ENTITLED “MAP OF CALISTOGA LANDS, AS SURVEYED IN 1871 AND SUBDIVIDED IN PART IN 1876” FILED APRIL 20, 1877 IN THE OFFICE OF THE COUNTY RECORDER OF SAID NAPA COUNTY, EXCEPTING THEREFROM THE FOLLOWING:
(A) ALL THAT PORTION OF SAID LOTS 31, 32, 33 WHICH LIES SOUTHEASTERLY OF THE NORTHEASTERLY EXTENSION OF THE SOUTHEASTERLY LINE OF SAID LOT 34. (B) 11.38 ACRES OF LAND, MORE OR LESS, OF SAID LOT NUMBERED 35, HERETOFORE CONVEYED BY MRS. SUSAN J. MCFARLING TO FRANCIS M. CRUMLEY BY DEED OF RECORD IN VOLUME 112 OF DEEDS, AT PAGE 94, NAPA COUNTY RECORDS.
(C) ALL THAT PORTION OF LOT 34 LYING SOUTHWESTERLY OF THE SOUTHERLY LINE OF THAT PORTION OF SAID LOT 34 AS DESCRIBED IN FINAL ORDER OF CONDEMNATION RECORDED MAY 18, 1966 IN BOOK 746 OF OFFICIAL RECORDS AT PAGE 370 IN THE OFFICE ON THE NAPA COUNTY

RECORDER
APN: 011-140-007-000
Docusign Envelope ID: 1C3CA25D-A5A9-80C8-81B4-492AFE0123A0 Item #6.4.

Page 110 of 182 ends

11 EXHIBIT 2
Affix Plans of Premises and Tenant’s Equipment, Antennas, Access/Utility Routes and Improvements Docusign Envelope ID: 1C3CA25D-A5A9-80C8-81B4-492AFE0123A0 Item #6.4.

Page 111 of 182 ends

X
X
X
X
X
X
X
X
S
X
X
X
X
X
X
X
X
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
X
X
X
E/F
E/F
E/F
E/F
E/F
E/F

E/F E/F
E/F
E/F
E/F
E/F
X
X
X
X
X
X
X

X X X X X X X X X X X X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X

X X X X X X X X X X X X
X
X
X
X
X
X
X
X
X
Pwr Pwr Tel Tel Tel Tel E/F E/F E/F E/F E/F
X
X
X
X
X
X
X

X X X X X X X X X X X X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X

X X X X X X X X X X X X
X
X
X
X
X
X
X
X
X
Pwr Pwr Tel Tel Tel Tel E/F E/F E/F E/F E/F 5001 EXECUTIVE PKWY, SAN RAMON CA 94583 PREPARED FOR 2030 MAIN STREET, SUITE 200 IRVINE, CA 92614 Vendor: AT&T Site ID: CCL00808 Licensor: REV DATE DESCRIPTION A 02/22/21 90% CD It is a violation of law for any persons, unless they are acting under the direction of a licensed professional engineer, to alter this document Issued For: Sheet Title: Sheet Number: CCL00808 NAPA FAIRGROUNDS LIGHT POLE 1435 NORTH OAK STREET CALISTOGA, CA 94515 A-2 INT. BH 0 04/01/21 100% CD JY
2 EXISTING EQUIPMENT PLAN 2' 1' 0" 2' 24"x36" SCALE: 1/2" = 1'-0" 11"x17" SCALE: 1/4" = 1'-0"3 PROPOSED EQUIPMENT PLAN 1 ENLARGED SITE PLAN ENLARGED SITE PLAN & EQUIPMENT PLANS - A-4 (E) CHAIN LINK FENCE (E) & (N) AT&T ANTENNA AREA REFER TO ANTENNA PLAN ON SHEET A-3 (E) POWER POLE; (E) AT&T POWER/FIBER P.O.C. (E) AT&T U/G POWER/FIBER ROUTE (E) UTILITY POLE (E) UTILITY POLE ~(E) BUILDING~ (E) LANDSCAPE, TYP.(E) OVERHEAD LINES, TYP. ~(E) BUILDING~ ~(E) TRACK FIELD~ (E) & (N) AT&T EQUIPMENT AREA REFER TO EQUIPMENT PLAN ON SHEET A-2 16'-0"
(E) AT&T LEASE AREA 24'-0" (E) AT&T LEASE AREA (E) AT&T CHAIN LINK FENCE (E) A/C UNIT (E) A/C UNIT (E) AT&T GPS ANTENNA MOUNTED ON OUTSIDE ON SHELTER (E) AT&T U/G POWER/FIBER ROUTE (E) AT&T CIENA EQUIPMENT MOUNTED ON (E) TELCO BOARD (E) AT&T HOFFMAN BOX (E) AT&T CHAIN LINK ACCESS GATE (E) AT&T METER (E) AT&T 30KW DIESEL GENERATOR ON (E) CONCRETE PAD (E) AT&T EQUIPMENT SHELTER (E) AT&T CONCRETE STOOP (E) AT&T PANEL A (E) AT&T ICE BRIDGE (E) AT&T (1) DUS, (1) 5216, (2) XMU, AND (1) DC12 SURGE SUPPRESSOR WITHIN (E) RACK (E) AT&T NETSURE 721 POWER PLANT W/ (6) RECTIFIERS AND (8) 155FT BATTERIES (E) AT&T SHELTER ACCESS DOOR (E) AT&T FIBER RACK 2' 1' 0" 2' 24"x36" SCALE: 1/2" = 1'-0" 11"x17" SCALE: 1/4" = 1'-0" 16'-0"
(E) AT&T LEASE AREA 24'-0" (E) AT&T LEASE AREA (E) A/C UNIT (E) A/C UNIT (N) (1) 6630 AND (1) DC12 SURGE SUPPRESSOR WITHIN (E) RACK - A-5
6D-1
7D-1
@ 140° AZIMUTH
SECTOR "C" SECTOR "B" @ 270° AZIMUTH
SECTOR "A" @ 20° AZIMUTH (4) (E) DC POWER TRUNKS (2) (E) FIBER TRUNKS TO REMAIN APPROX. LENGTH: 150'-0" (2) (N) DC POWER TRUNKS (1) (N) FIBER TRUNKS APPROX. LENGTH: 150'-0" (4) (E) DC POWER TRUNKS (2) (E) FIBER TRUNKS TO REMAIN APPROX. LENGTH: 150'-0" (2) (N) DC POWER TRUNKS (1) (N) FIBER TRUNKS APPROX. LENGTH: 150'-0" (E) AT&T NETSURE 721 POWER PLANT W/ (6) RECTIFIERS AND (8) 155FT BATTERIES (N) (3) RECTIFIERS (MODEL #R48-2000e3) WITHIN (E) DC POWER PLANT RACK 8D-1
SIGNED: 2021/04/01SIGNED: 2021/04/01
EXPIRES: 2021/09/30EXPIRES: 2021/09/30
SIGNED: 2021/04/01SIGNED: 2021/04/01
EXPIRES: 2021/09/30EXPIRES: 2021/09/30
SIGNED: 2021/04/01SIGNED: 2021/04/01
EXPIRES: 2021/09/30EXPIRES: 2021/09/30
SIGNED: 2021/04/01SIGNED: 2021/04/01
EXPIRES: 2021/09/30EXPIRES: 2021/09/30
James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James CortezJames Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/20217/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 Docusign Envelope ID: 1C3CA25D-A5A9-80C8-81B4-492AFE0123A0 Item #6.4.

Page 112 of 182 ends

5001 EXECUTIVE PKWY, SAN RAMON CA 94583 PREPARED FOR 2030 MAIN STREET, SUITE 200 IRVINE, CA 92614 Vendor: AT&T Site ID: CCL00808 Licensor: REV DATE DESCRIPTION A 02/22/21 90% CD It is a violation of law for any persons, unless they are acting under the direction of a licensed professional engineer, to alter this document Issued For: Sheet Title: Sheet Number: CCL00808 NAPA FAIRGROUNDS LIGHT POLE 1435 NORTH OAK STREET CALISTOGA, CA 94515 A-3 INT. BH 0 04/01/21 100% CD JY EXISTING & PROPOSED ANTENNA PLANS (E) AT&T PANEL ANTENNA TO BE REMOVED AND REPLACED, TYP. 1 PER SECTOR (TOTAL-3) (E) AT&T RRU11 TO BE REMOVED AND REPLACED, TYP. 1 PER SECTOR (TOTAL-3) 2 PROPOSED ANTENNA PLAN 2' 1' 0" 2' 24"x36" SCALE: 1/2" = 1'-0" 11"x17" SCALE: 1/4" = 1'-0" 1 EXISTING ANTENNA PLAN 2' 1' 0" 2' 24"x36" SCALE: 1/2" = 1'-0" 11"x17" SCALE: 1/4" = 1'-0" @ 140° AZIMUTH SECTOR "C" SECTOR "B" @ 270° AZIMUTH SECTOR "A" @ 20° AZIMUTH (N) AT&T DC6 (SQUID) SURGE SUPPRESSOR, TYP. (TOTAL-1) 10 D-1 (N) AT&T PANEL ANTENNA TO REPLACE EXISTING, TYP. 1 PER SECTOR (TOTAL-3) (E) AT&T PANEL ANTENNA TO REMAIN, TYP. 3 PER SECTOR (TOTAL-9) 75'-0" PANEL ANTENNA RAD CENTER 65'-0" PANEL ANTENNA RAD CENTER 55'-0" PANEL ANTENNA RAD CENTER (E) AT&T RRU32 TO REMAIN, TYP. 3 PER SECTOR (TOTAL-9) (E) AT&T DC6 SURGE SUPPRESSOR TO REMAIN, TYP. 1 PER SECTOR (TOTAL-3) (E) AT&T 100'-0" TALL LIGHT MONOPOLE (E) AT&T 100'-0" TALL LIGHT MONOPOLE (E) AT&T 100'-0" TALL LIGHT MONOPOLE @ 140° AZIMUTH SECTOR "C" SECTOR "B" @ 270° AZIMUTH SECTOR "A" @ 20° AZIMUTH 1 D-1 2 D-1 (N) AT&T RRUS4478, TYP. 1 PER SECTOR (TOTAL-3) (N) AT&T RRUS4449, TYP. 1 PER SECTOR (TOTAL-3) 3 D-1 4 D-1 75'-0" PANEL ANTENNA RAD CENTER 65'-0" PANEL ANTENNA RAD CENTER 55'-0" PANEL ANTENNA RAD CENTER (E) AT&T PANEL ANTENNA, TYP. 3 PER SECTOR (TOTAL-9) (E) AT&T RRU32, TYP. 3 PER SECTOR (TOTAL-9) (E) AT&T DC6 SURGE SUPPRESSOR, TYP. 1 PER SECTOR (TOTAL-3) (E) AT&T 100'-0" TALL LIGHT MONOPOLE (E) AT&T 100'-0" TALL LIGHT MONOPOLE (E) AT&T 100'-0" TALL LIGHT MONOPOLE 5 D-1 5 D-1 SIGNED: 2021/04/01SIGNED: 2021/04/01
EXPIRES: 2021/09/30EXPIRES: 2021/09/30
SIGNED: 2021/04/01SIGNED: 2021/04/01
EXPIRES: 2021/09/30EXPIRES: 2021/09/30
SIGNED: 2021/04/01SIGNED: 2021/04/01
EXPIRES: 2021/09/30EXPIRES: 2021/09/30
SIGNED: 2021/04/01SIGNED: 2021/04/01
EXPIRES: 2021/09/30EXPIRES: 2021/09/30
James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James CortezJames Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/20217/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 Docusign Envelope ID: 1C3CA25D-A5A9-80C8-81B4-492AFE0123A0 Item #6.4.

Page 113 of 182 ends

5001 EXECUTIVE PKWY, SAN RAMON CA 94583 PREPARED FOR 2030 MAIN STREET, SUITE 200 IRVINE, CA 92614 Vendor: AT&T Site ID: CCL00808 Licensor: REV DATE DESCRIPTION A 02/22/21 90% CD It is a violation of law for any persons, unless they are acting under the direction of a licensed professional engineer, to alter this document Issued For: Sheet Title: Sheet Number: CCL00808 NAPA FAIRGROUNDS LIGHT POLE 1435 NORTH OAK STREET CALISTOGA, CA 94515 A-4 INT. BH 0 04/01/21 100% CD JY SOUTH ELEVATIONS 24"x36" SCALE: 1/8" = 1'-0" 11"x17" SCALE: 1/16" = 1'-0" 8' 6' 4' 2' 0" 8' 1 24"x36" SCALE: 1/8" = 1'-0" 11"x17" SCALE: 1/16" = 1'-0" 8' 6' 4' 2' 0" 8' 2 EXISTING SOUTH ELEVATION PROPOSED SOUTH ELEVATION ELEV. 58'-3" (A.G.L.) T.O. (E) AT&T PANEL ANTENNAS ELEV. 55'-0" (A.G.L.) (E) AT&T PANEL ANTENNAS RAD CENTER ELEV. 0'-0" FINISHED GRADE ELEV. 65'-0" (A.G.L.) (E) AT&T PANEL ANTENNAS RAD CENTER ELEV. 75'-0" (A.G.L.) (E) AT&T PANEL ANTENNAS RAD CENTER ELEV. 68'-3" (A.G.L.) T.O. (E) AT&T PANEL ANTENNAS ELEV. 78'-3" (A.G.L.) T.O. (E) AT&T PANEL ANTENNAS ELEV. 0'-0" FINISHED GRADE (E) AT&T PANEL ANTENNA TO BE REMOVED AND REPLACED, TYP. 1 PER SECTOR (TOTAL-3) (E) AT&T RRU11 TO BE REMOVED AND REPLACED, TYP. 1 PER SECTOR (TOTAL-3) (N) AT&T PANEL ANTENNA TO REPLACE EXISTING, TYP. 1 PER SECTOR (TOTAL-3) (E) AT&T PANEL ANTENNA TO REMAIN, TYP. 3 PER SECTOR (TOTAL-9) (E) AT&T RRU32 TO REMAIN, TYP. 3 PER SECTOR (TOTAL-9) (E) AT&T DC6 SURGE SUPPRESSOR TO REMAIN, TYP. 1 PER SECTOR (TOTAL-3) (E) AT&T 100'-0" TALL LIGHT MONOPOLE (N) AT&T RRUS4478, TYP. 1 PER SECTOR (TOTAL-3) (N) AT&T RRUS4449, TYP. 1 PER SECTOR (TOTAL-3) (N) AT&T DC6 (SQUID) SURGE SUPPRESSOR, TYP. (TOTAL-1) (E) LANDSCAPE, TYP. (E) CHAIN LINK FENCE (E) WALL W/ GUARDRAIL (E) BUILDING (E) AT&T SHELTER AND GENERATOR WITHIN (E) CHAIN LINK FENCE ENCLOSURE (4) (E) DC POWER TRUNKS (2) (E) FIBER TRUNKS TO REMAIN APPROX. LENGTH: 150'-0" (2) (N) DC POWER TRUNKS (1) (N) FIBER TRUNKS APPROX. LENGTH: 150'-0" ELEV. 100'-0" (A.G.L.) OVERALL HEIGHT / TOP OF LIGHT POLE ELEV. 58'-3" (A.G.L.) T.O. (E) AT&T PANEL ANTENNAS ELEV. 55'-0" (A.G.L.) (E) AT&T PANEL ANTENNAS RAD CENTER ELEV. 65'-0" (A.G.L.) (E) AT&T PANEL ANTENNAS RAD CENTER ELEV. 75'-0" (A.G.L.) (N) AT&T PANEL ANTENNAS RAD CENTER ELEV. 68'-3" (A.G.L.) T.O. (E) AT&T PANEL ANTENNAS ELEV. 78'-3" (A.G.L.) T.O. (N) AT&T PANEL ANTENNAS ELEV. 100'-0" (A.G.L.) OVERALL HEIGHT / TOP OF LIGHT POLE SIGNED: 2021/04/01SIGNED: 2021/04/01
EXPIRES: 2021/09/30EXPIRES: 2021/09/30
SIGNED: 2021/04/01SIGNED: 2021/04/01
EXPIRES: 2021/09/30EXPIRES: 2021/09/30
SIGNED: 2021/04/01SIGNED: 2021/04/01
EXPIRES: 2021/09/30EXPIRES: 2021/09/30
SIGNED: 2021/04/01SIGNED: 2021/04/01
EXPIRES: 2021/09/30EXPIRES: 2021/09/30
James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James CortezJames Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/20217/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 Docusign Envelope ID: 1C3CA25D-A5A9-80C8-81B4-492AFE0123A0 Item #6.4.

Page 114 of 182 ends

5001 EXECUTIVE PKWY, SAN RAMON CA 94583 PREPARED FOR 2030 MAIN STREET, SUITE 200 IRVINE, CA 92614 Vendor: AT&T Site ID: CCL00808 Licensor: REV DATE DESCRIPTION A 02/22/21 90% CD It is a violation of law for any persons, unless they are acting under the direction of a licensed professional engineer, to alter this document Issued For: Sheet Title: Sheet Number: CCL00808 NAPA FAIRGROUNDS LIGHT POLE 1435 NORTH OAK STREET CALISTOGA, CA 94515 A-5 INT. BH 0 04/01/21 100% CD JY EAST ELEVATIONS 24"x36" SCALE: 1/8" = 1'-0" 11"x17" SCALE: 1/16" = 1'-0" 8' 6' 4' 2' 0" 8' 1 ELEV. 0'-0" FINISHED GRADE 24"x36" SCALE: 1/8" = 1'-0" 11"x17" SCALE: 1/16" = 1'-0" 8' 6' 4' 2' 0" 8' 2 EXISTING EAST ELEVATION PROPOSED EAST ELEVATION ELEV. 0'-0" FINISHED GRADE (E) AT&T RRU11 TO BE REMOVED AND REPLACED, TYP. 1 PER SECTOR (TOTAL-3) (E) AT&T PANEL ANTENNA TO REMAIN, TYP. 3 PER SECTOR (TOTAL-9) (E) AT&T 100'-0" TALL LIGHT MONOPOLE (E) AT&T PANEL ANTENNA TO BE REMOVED AND REPLACED, TYP. 1 PER SECTOR (TOTAL-3) (N) AT&T PANEL ANTENNA TO REPLACE EXISTING, TYP. 1 PER SECTOR (TOTAL-3) (E) AT&T RRU32 TO REMAIN, TYP. 3 PER SECTOR (TOTAL-9) (N) AT&T RRUS4478, TYP. 1 PER SECTOR (TOTAL-3) (N) AT&T RRUS4449, TYP. 1 PER SECTOR (TOTAL-3) (E) LANDSCAPE, TYP. (E) BLEACHERS, TYP. (E) CHAIN LINK FENCE (E) WALL W/ GUARDRAIL (E) BUILDING (E) AT&T SHELTER AND GENERATOR WITHIN (E) CHAIN LINK FENCE ENCLOSURE (4) (E) DC POWER TRUNKS (2) (E) FIBER TRUNKS TO REMAIN APPROX. LENGTH: 150'-0" (2) (N) DC POWER TRUNKS (1) (N) FIBER TRUNKS APPROX. LENGTH: 150'-0" ELEV. 58'-3" (A.G.L.) T.O. (E) AT&T PANEL ANTENNAS ELEV. 55'-0" (A.G.L.) (E) AT&T PANEL ANTENNAS RAD CENTER ELEV. 65'-0" (A.G.L.) (E) AT&T PANEL ANTENNAS RAD CENTER ELEV. 75'-0" (A.G.L.) (E) AT&T PANEL ANTENNAS RAD CENTER ELEV. 68'-3" (A.G.L.) T.O. (E) AT&T PANEL ANTENNAS ELEV. 78'-3" (A.G.L.) T.O. (E) AT&T PANEL ANTENNAS ELEV. 100'-0" (A.G.L.) OVERALL HEIGHT / TOP OF LIGHT POLE ELEV. 58'-3" (A.G.L.) T.O. (E) AT&T PANEL ANTENNAS ELEV. 55'-0" (A.G.L.) (E) AT&T PANEL ANTENNAS RAD CENTER ELEV. 65'-0" (A.G.L.) (E) AT&T PANEL ANTENNAS RAD CENTER ELEV. 75'-0" (A.G.L.) (N) AT&T PANEL ANTENNAS RAD CENTER ELEV. 68'-3" (A.G.L.) T.O. (E) AT&T PANEL ANTENNAS ELEV. 78'-3" (A.G.L.) T.O. (N) AT&T PANEL ANTENNAS ELEV. 100'-0" (A.G.L.) OVERALL HEIGHT / TOP OF LIGHT POLE SIGNED: 2021/04/01SIGNED: 2021/04/01
EXPIRES: 2021/09/30EXPIRES: 2021/09/30
SIGNED: 2021/04/01SIGNED: 2021/04/01
EXPIRES: 2021/09/30EXPIRES: 2021/09/30
SIGNED: 2021/04/01SIGNED: 2021/04/01
EXPIRES: 2021/09/30EXPIRES: 2021/09/30
SIGNED: 2021/04/01SIGNED: 2021/04/01
EXPIRES: 2021/09/30EXPIRES: 2021/09/30
James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James CortezJames Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/20217/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez James Cortez 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 7/19/2021 Docusign Envelope ID: 1C3CA25D-A5A9-80C8-81B4-492AFE0123A0 Item #6.4.

Page 115 of 182 ends

Certificate Of Completion
Envelope Id: 1C3CA25D-A5A9-80C8-81B4-492AFE0123A0 Status: Completed Subject: Complete with Docusign: 10151686_173322_Lease Agreement_EXECUTABLE_04.29.2026.pdf Source Envelope:

Document Pages: 15 Signatures: 1 Envelope Originator:

Certificate Pages: 5 Initials: 0 Lease Processing
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
950 W Bethany Drive
Suite 700
Allen, TX 75013
[email protected]
IP Address: 209.36.243.34
Record Tracking
Status: Original
5/11/2026 9:39:35 AM
Holder: Lease Processing
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Melissa Murphree
[email protected]
Sr. Tech Vendor Management
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 144.160.138.140
Sent: 5/11/2026 9:42:46 AM
Viewed: 5/18/2026 1:03:38 PM
Signed: 5/18/2026 1:20:03 PM
Electronic Record and Signature Disclosure:

Accepted: 5/18/2026 1:03:38 PM
ID: fa3e92f7-9cfa-42a1-b405-9e2ac49e3dbf
Vani Muller
[email protected]
Associate Dir
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 144.160.138.151
Sent: 5/18/2026 1:20:06 PM
Viewed: 5/18/2026 1:34:48 PM
Signed: 5/18/2026 1:35:08 PM
Electronic Record and Signature Disclosure:

Accepted: 5/18/2026 1:34:48 PM
ID: e5ef4f0b-b171-4add-b743-8fdfba8b2453
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
casandra cooper
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 5/18/2026 1:35:11 PM
Electronic Record and Signature Disclosure:

Accepted: 9/8/2025 9:45:20 AM
ID: ffdf0844-5e65-4ab4-8c70-fe0630234d40
Item #6.4.

Page 116 of 182 ends

Carbon Copy Events Status Timestamp
Rolon Culver
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 5/18/2026 1:35:11 PM
Electronic Record and Signature Disclosure:

Accepted: 10/12/2020 8:59:34 AM
ID: 7cc1902e-98e9-4e00-8fc1-6f0f35b4795e
ATT Lease Processing
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 5/18/2026 1:35:12 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/11/2026 9:42:46 AM
Certified Delivered Security Checked 5/18/2026 1:34:48 PM Signing Complete Security Checked 5/18/2026 1:35:08 PM
Completed Security Checked 5/18/2026 1:35:12 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Item #6.4.

Page 117 of 182 ends

CONSUMER DISCLOSURE
From time to time, Md7 (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign, Inc. (DocuSign) electronic signing system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the â€˜I agreeâ€™ button at the bottom of this document.

Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after signing session and, if you elect to create a DocuSign signer account, you may access them for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign â€˜Withdraw Consentâ€™ form on the signing page of a DocuSign envelope instead of signing it. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures Electronic Record and Signature Disclosure created on: 6/12/2017 10:50:50 AM Parties agreed to: Melissa Murphree, Vani Muller, casandra cooper, Rolon Culver Item #6.4.

Page 118 of 182 ends

electronically from us.

How to contact Md7:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: [email protected]
To advise Md7 of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address..

In addition, you must notify DocuSign, Inc. to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in the DocuSign system.

To request paper copies from Md7
To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to [email protected] and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any.

To withdraw your consent with Md7
To inform us that you no longer want to receive future notices and disclosures in electronic format you may:
i. decline to sign a document from within your DocuSign session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to [email protected] and in the body of such request you must state your e-mail, full name, US Postal Address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..

Required hardware and software
Operating Systems: WindowsÂ® 2000, WindowsÂ® XP, Windows VistaÂ®; Mac OSÂ® X
Browsers: Final release versions of Internet ExplorerÂ®

6.0 or above (Windows only); Mozilla Firefox

2.0 or above (Windows and Mac); Safariâ„¢

3.0 or above (Mac only)
PDF Reader: AcrobatÂ® or similar software may be required to view and print PDF files
Screen Resolution: 800 x 600 minimum
Enabled Security Settings: Allow per session cookies
** These minimum requirements are subject to change. If these requirements change, you will be asked to re-accept the disclosure. Pre-release (e.g. beta) versions of operating systems and browsers are not supported.

Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to Item #6.4.

Page 119 of 182 ends

other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the â€˜I agreeâ€™ button below.

By checking the â€˜I agreeâ€™ box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC CONSUMER DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and
• Until or unless I notify Md7 as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by Md7 during the course of my relationship with you.

Item #6.4.

Page 120 of 182 ends

10151686
CERTIFICATE OF AUTHORITY –

MUNICIPALITY / MUNICIPAL ENTITY
IN RE: City of Calistoga, a municipal corporation
Name of Municipality/Municipal Entity
We, the undersigned Officers, Board Members, Trustees, and/or Superintendents of the above-named Municipality/Municipal entity (the “Municipality/Municipal Entity”), hereby certify that we have reviewed the books and records of the Municipality/Municipal Entity, and that the individuals named below are the current Officers, Board Members, Trustees, and/or Superintendents of the Municipality/Municipal Entity, holding the title indicated:

NOTE: Please have the necessary Officers, Board Members, Trustees, and/or Superintendents according to your Municipal By-Laws, sign this Certificate and check the box if authorized to sign real estate transactions on behalf of the Municipality/Municipal Entity.

Authorized
Signatory
(if yes)
Name Title Signature
______________________ ______________________ ______________________ ______________________ ______________________ ______________________ ______________________ ______________________ ______________________ ______________________ ______________________ ______________________ ______________________ ______________________ ______________________

PLEASE CHECK THE APPROPRIATE BOX FOR THE NUMBER OF REQUIRED SIGNATORIES:
1 person 2 persons All Other ______________
DATED as of this __________ day of ______________________, 20______.

Item #6.4.

Page 121 of 182 ends

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Derek Rayner, Public Works Director/City Engineer Meeting: City Council Regular Meeting - Jun 23 2026
Subject: Authorization to Issue a Purchase Order to Rescue Engineers for Installation of Granulated Activated Carbon Media at the Kimball Water Treatment Plant DESCRIPTION:

Consideration of a request to authorize the issuance of a Purchase Order (PO) to Rescue Engineers in the amount of $69,500 for the installation of granulated activated carbon (GAC) into the existing filters at the Kimball Water Treatment Plant (WTP).

RECOMMENDATION:

Adopt a resolution authorizing the City Manager to issue a Purchase Order to Rescue Engineers in an amount not to exceed $69,500, inclusive of a 5% contingency, for GAC installation at the Kimball WTP.

SUMMARY:

The Kimball Water Treatment Plant supplies approximately 30 percent of the City’s annual potable water. Seasonal declines in source water quality have resulted in increased formation of disinfection byproducts (DBPs) as well as recurring taste and odor complaints. These conditions also limit the amount of time the plant can remain in operation later in the year, reducing treatment flexibility.

To address these issues, the City requested a proposal from Rescue Engineers to install granulated activated carbon within the existing filter media. GAC filtration is an established treatment enhancement that improves removal of DBP precursors and mitigates taste and odor compounds.

As part of this process, the City is actively coordinating with the State Water Resources Control Board, Division of Drinking Water (DDW), which must review and approve the project prior to implementation.

ANALYSIS:

The proposed installation of GAC in the Kimball WTP pressure sand filters will provide significant water-quality and operational benefits, including:
• Improved removal of natural organic matter that contributes to DBP formation. • Better control of taste and odor issues, particularly during late-season water quality decline. • Extended operational capacity of the Kimball WTP into the end of the year. • Enhanced reliability of a water source that supplies roughly one-third of the City's demand.

Item #6.5.

Page 122 of 182 ends

Rescue Engineers’ scope includes removing existing anthracite filter media, furnishing the GAC, installing GAC in the pressure sand filters, and commissioning assistance. Their proposal cost is $66,083.48, and we've included a 5% contingency for minor adjustments during installation.

Because this modification constitutes a treatment process change, DDW approval is required before field implementation. Staff has initiated coordination and will continue working with DDW through submittal and approval.

FINANCIAL IMPACT:

The total cost of the proposed work is $69,500, funded through the Water Enterprise Fund Capital Project for TTHM HAA5 reduction, account number 112-4132-5574-94915, which has $50,000 available in FY25-26 and the remaining $19,500 from the Water Enterprise Capital Project Fund TTHM/HAA5 reduction account number 112-4132-5574-94915, which has $50,000 available in FY26-27.

CEQA STATUS:

The project is categorically exempt from CEQA under Section 15301(b), covering minor alterations to existing public facilities with negligible expansion of use.

ATTACHMENT(S):

Draft Resolution
Rescue Engineering Quote
APPROVAL(S):

Page 123 of 182 ends

RESOLUTION NO. 2026-XXX

ADOPTED XXXXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA

AUTHORIZING THE CITY MANAGER TO ISSUE A PURCHASE ORDER TO RESCUE ENGINEERS IN THE AMOUNT OF $69,500 FOR THE INSTALLATION OF

GRANULATED ACTIVATED CARBON MEDIA AT THE KIMBALL WATER

TREATMENT PLANT
WHEREAS, the Kimball Water Treatment Plant (WTP) provides approximately 30 percent of the City’s annual potable water supply; and WHEREAS, seasonal changes in source water quality have contributed to increased disinfection byproduct (DBP) formation, as well as taste and odor impacts that diminish overall treated water quality; and
WHEREAS, the installation of granulated activated carbon (GAC) within the existing filter system is an established treatment enhancement capable of improving removal of DBP precursors, reducing taste and odor compounds, and enabling extended operation of the Kimball WTP later in the year; and WHEREAS, Rescue Engineers has submitted a proposal to furnish and install GAC media and provide associated technical support for the Kimball WTP; and WHEREAS, the total cost of the proposed work is $69,500, which includes a 5 percent contingency; and
WHEREAS, the City is working with the State Water Resources Control Board, Division of Drinking Water (DDW), which must review and approve the project prior to implementation; and
WHEREAS, sufficient funding for this purchase is available within the Water Enterprise Fund.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CALISTOGA DOES HEREBY find the following:

1. Authorizes the City Manager to issue a Purchase Order to Rescue Engineers in an amount not to exceed $69,500 for the installation of granulated activated carbon media at the Kimball Water Treatment Plant.

Item #6.5.

Page 124 of 182 ends

Resolution No. 2026-XXX

Page 2 of 2 ends

PASSED, APPROVED AND ADOPTED this 23rd day of June, 2026.

AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST: APPROVED:
____________________________ __________________________ Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.5.

Page 125 of 182 ends

PROPOSAL
RE Proposal # P26-0011v3
Date:

Valid Until:

Project:

Description - Qty Cubic Feet Unit Price Line Total
1 532 $81.92 $43,581.44
2 1 $11,501.84 $11,501.84
3 1 $3,500.00 $3,500.00
Sub-Total $58,583.28
Tax 7.75%
Grand Total $63,123.48
Additional Labor Qty Line Total
1 16 $185.00 $2,960.00
Prices based on full site for 10 hours addiontal hours billed at $185 dollars per hour LEAD TIME:

The Purchase Price does not include any sales or similar taxes, which are the Buyer's responsibility.

Customer: June 3, 2026
City of Calistoga July 3, 2026
Derek Raymer Calistoga Carbon
COL-L800 Carbon 8x20
Carbon Removal Service
Freight will be charged at actual plus 10% markup
• Mobilize to project site in Calistoga, CA with 2 technicians and all tools and equipment by Rescue Engineers and subcontractor.
• Vacuum removal of ~43 cubic feet of used anthracite material from each of the 8 x 6' dai. existing multimedia filters (~344 cubic feet) and ~93 cubic feet of used anthracite material from each of the 2 x 9' dia.
• Anthracite is being removed from the top layer of multimedia (sand and gravel) and leaving sand and gravel in vessels
• Fill used anthracite media into super sacks and leave onsite for disposal by customer. • Fill each of the vessel withwith COL-L900 8x20 Carbon in lbs to each of pressure vessels. ( 2 @ vessels at 2883lbs, 93cubic feets and 8 vessels @ 1313lbs, 42 cubic feet) • Demobilize from project site
PAYMENT TERMS:

Scope of Work Included
Approved Submittals 20%
Receipt of Materials 30%
Ready to Ship 30%
Delivery of Equipment 15%
Retention 5%
Submittals1-2 weeks
Additional Labor onsite
TAXES:

Warranty Eighteen months from shipment or 12 months from customer startup, whichever occurs first This Proposal is subject to the Terms and Conditions at , which form an integral part of this Proposal. Such Terms and Conditions will govern any transaction resulting from this Proposal. Any contract resulting from this Proposal is made subject to prior acceptance by Rescue Engineers. All orders are subject to prior credit approval.

Item #6.5.

Page 126 of 182 ends

PROPOSAL
RE Proposal # P26-0011v3
Date:

Valid Until:

Project:

Description - Qty Cubic Feet Unit Price Line Total
Customer: June 3, 2026
City of Calistoga July 3, 2026
Derek Raymer Calistoga Carbon
Thank you for your business!
968 Glen Road, Danville, CA 94526
Tel: 760-330-3012 Fax: E-mail: [email protected] Web: www.rescueeng.com Buyer's Signature indicates acceptance of this Proposal and Seller's Terms of Sale referred to above.

Signature Print Name Date
Item #6.5.

Page 127 of 182 ends

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Derek Rayner, Public Works Director/City Engineer Meeting: City Council Regular Meeting - Jun 23 2026
Subject: Second Reading of an Ordinance Amending Chapter 8.16 of the Calistoga Municipal Code, “Garbage and Refuse” Relating to Commercial Waste Collection and Disposal
DESCRIPTION:

Consideration of an Ordinance amending Sections 8.16.010, 8.16.020, and 8.16.030 and adding Section 8.16.090 to Chapter 8.16, “Garbage and Refuse” of Title 8 of the Calistoga Municipal Code relating to commercial waste collection and disposal.

RECOMMENDATION:

Consider Approving the Ordinance Amendment
SUMMARY:

City staff and Upper Valley Disposal Services (“UVDS”) have been working together for several years to address ongoing problems with the shared commercial refuse enclosure behind the fire station, located at 1113 Washington Street. An audit by UVDS confirmed that the enclosure is being regularly used by non-rate-paying businesses that are not subscribed to any refuse or recycling services. This unauthorized use causes the trash, recycling, and compost containers to overflow regularly, requiring the hauler or staff to clean up waste inside, outside, and around the enclosure, which is located immediately adjacent to the Napa River. This additional cleanup is not covered under current UVDS service fees, businesses that are paying to use the enclosure are charged additional fees for this clean up.

Public Works staff have also observed a growing trend of illegal disposal of waste in this facility as well as parks, streetside receptacles, and commercial bins over the last few years. These practices create operational inefficiencies, increase costs, and place an unfair burden on customers who already pay for service. Because the City’s franchise fee is calculated from UVDS’s service revenue, businesses that dispose of waste without subscribing to service reduce the revenue the City is entitled to receive.

The proposed ordinance would ensure that all commercial waste generators properly manage their solid waste, either by subscribing to a collection service or by self-hauling waste in compliance with applicable documentation and reporting requirements. This approach would help reduce illegal dumping and establish a fair and consistent system. Yountville and the City of Napa have long-standing mandatory collection ordinances, and staff have prepared a similar ordinance with support from the Upper Valley Waste Authority (UVA).

ANALYSIS:

Item #6.6.

Page 128 of 182 ends

Non-rate-paying businesses appear to be using shared commercial refuse enclosures without authorization, contributing to overfilled containers, additional cleanup, and illegal dumping. Chapter

8.16 of the Calistoga Municipal Code, “Garbage and Refuse”, regulates the storage, handling, and disposal of garbage and refuse within the City, but it does not currently establish comprehensive regulations for how commercial and business establishments must manage nonrecyclable waste, including by either using the City-contracted collection program or documenting lawful self-hauling.

The proposed ordinance addresses that unauthorized activity by amending Section 8.16.030, “Use of Service Provided by City-Contracted Collection Program; Exceptions.” As amended, Section

8.16.030 would require commercial and business establishments to subscribe to and use the Citycontracted collection program unless they self-haul in compliance with Municipal Code Section

8.16.030(D). Self-haulers would also be required to maintain documentation verifying lawful disposal.

The amendments also modernize the terminology used to describe “refuse.” Chapter 8.16 currently uses a combination of traditional terms such as “garbage,” “refuse,” and “rubbish,” along with more specific terms such as “recyclable” and “compostable.” The amendments update that terminology to reflect the source-separated collection terms now used under state law and Chapter 8.18, the City’s Mandatory Organic Waste Disposal Reduction Ordinance. Accordingly, Section 8.16.010, “Definitions,” has been revised to add definitions for solid waste, organic waste, and nonorganic recyclables, and those terms are used throughout the Ordinance.

In addition to the collection service and terminology updates, the ordinance amends Section

8.16.020, “Prohibitions on Disposal and Burning Fires,” to consolidate and clarify existing provisions governing disposal of waste in public places, burial of waste, and limited permitted burning. As amended, Section 8.16.020 would continue to allow limited agricultural and certain nonagricultural burning only with a burn permit issued by the Calistoga Fire Department and in compliance with Bay Area Air Quality Management District open-burning rules.

Finally, the ordinance adds Section 8.16.090, “Violations,” to expressly state that violations of Chapter 8.16 are enforceable under the City’s general penalty provisions in Section 1.08.020 of the Municipal Code and through civil fines, penalties, and injunctive relief.

FINANCIAL IMPACT:

Calistoga is a member of the Upper Valley Waste Management Agency (UVWMA) JPA, which negotiates and administers the franchise agreement with UVDS on behalf of member jurisdictions, including collection services, billing, enforcement, and oversight. As such, implementing a commercial mandatory refuse and recycling service ordinance falls under the existing franchise framework - with no new city expenses, as all operational costs are handled by UVWMA and UVDS, funded through franchise fees included in the franchise agreement. Increased costs related to illegal dumping will be reduced. The city will have occasional staff time/costs as necessary to enforce the new ordinance and coordinate as necessary with UVA if there are commercial properties not complying with the ordinance.

CEQA STATUS:

The Ordinance is exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines section 15061(b)(3) because it can be seen with certainty that the Ordinance will not have the potential for causing a significant effect on the environment. The Ordinance is also categorically exempt pursuant to CEQA Guidelines sections 15307 and 15308 as an action taken by a regulatory agency for the protection of the environment and natural resources.

Item #6.6.

Page 129 of 182 ends

ATTACHMENT(S):

1. Draft Ordinance
APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Jun 11 2026 Rachel Stepp, Deputy City Manager Approved - Jun 12 2026 Yudiana Galvan, City of Calistoga | City Clerk Approved - Jun 15 2026 Item #6.6.

Page 130 of 182 ends

4913-8224-3995 v6
ORDINANCE NO. XXX

ADOPTED XXXX

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CALISTOGA AMENDING CALISTOGA MUNICIPAL CODE SECTIONS 8.16.020 AND 8.16.030; AND ADDING SECTION 8.16.090 TO CHAPTER 8.16, “GARBAGE AND REFUSE” OF TITLE 8 OF THE CALISTOGA MUNICIPAL CODE
WHEREAS, the City Council of the City of Calistoga desires to make and enforce laws for the general health, safety, and welfare of the public by ensuring the proper collection and disposal of solid waste, organic waste, and nonorganic recyclables generated by commercial properties within City limits; and WHEREAS, unregulated or inconsistent garbage collection practices can lead to public nuisances, including illegal dumping, pest infestations, unsanitary conditions, and environmental degradation; and
WHEREAS, the City Council desires to keep all commercial garbage collection rates as low as possible; and
WHEREAS, increasing the number of commercial accounts will aid in keeping all commercial garbage collection rates as low as possible and ensure that some businesses are not inadvertently subsidizing other businesses; and WHEREAS, the State of California frequently imposes new rules and regulations related to garbage and refuse including those related to solid waste, organic waste, and nonorganic recyclables; and
WHEREAS, implementing and enforcing those rules and regulations necessitates working with all commercial and business establishments in the City; and
WHEREAS, the proposed ordinance establishes requirements for commercial and business establishments within the City to ensure the lawful collection and disposal of solid waste, organic waste, and nonorganic recyclables through the Citycontracted collection program or, where expressly authorized, by self-hauling in compliance with this Code; and
WHEREAS, the proposed ordinance supports the City’s environmental goals, enhances enforcement of solid waste regulations, and reduces nuisances associated with improper waste disposal; and
WHEREAS, the City Council conducted a duly noticed first ordinance reading on May 12, 2026, received public comment, and found that adoption of the ordinance is exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines Sections 15061(b)(3) (common sense exemption), 15307 (actions by regulatory agencies for protection of natural resources), and 15308 (actions by regulatory agencies for protection of the environment).

Item #6.6.

Page 131 of 182 ends

4913-8224-3995 v6

NOW, THEREFORE, THE CALISTOGA CITY COUNCIL DOES HEREBY
ORDAIN AS FOLLOWS:

SECTION 1; Recitals
Findings: The above recitals are incorporated herein as if set forth herein in full and each is relied upon independently by the City Council for its adoption of this Ordinance.

SECTION 2; Section 8.16.010 of Chapter 8.16 “Garbage and Refuse”, of Title 8 of the Calistoga Municipal Code is hereby amended to read in its entirety as follows:
“8.16.010 Definitions
A. "City" means the City of Calistoga.

B. "City-contracted collection program(s)" means a person, business or entity contracted by the City to collect, process, recycle, compost and/or dispose of waste.

C. "Commercial and business establishments" shall mean and include all hotels, motor courts, restaurants, offices or office buildings, stores, warehouses, factories and all other premises used for other than dwelling purposes.

D. "Compostable" means (1) all materials in a product, item, or packaging will break down, or otherwise become part of usable compost (e.g., soilconditioning material, mulch) in a safe and timely manner, as defined by the City-contracted collection program(s), (2) item is certified by either BPI or other third-party product certification recognized by the City, to ensure that the item is free of harmful chemicals, including but not limited to fluorinated chemicals that may have been used in foodware manufacture, and (3) item is made entirely of natural fiber as defined in this chapter.

1. "Compostable" includes entirely natural fiber-based items except as otherwise specified in this chapter.

2. Currently "compostable" shall not include products made from corn or potato.

3. "Compostable" shall not include items composed wholly or partially of plastic of any kind, including any form of polylactic acid (PLA), and/or plastic labeled "biodegradable" or "compostable," as these are not biodegradable by City-contracted collection program(s).

4. "Compostable" shall not include lined or coated takeout coffee or other hot drink cups as they are currently not compostable by Citycontracted collection program(s).

E. "Natural fiber" means plant or animal-based, nonsynthetic fiber that is compostable, including but not limited to products made from uncoated paper, sugarcane, bamboo, wheat stems/stalk, hay, wood, etc. Natural fiber shall not include items composed wholly or partially of plastic of any kind.

F. “Nonorganic recyclables” shall have the meaning set forth in Section

8.18.020 of this Code.

Item #6.6.

Page 132 of 182 ends

4913-8224-3995 v6
G. “Organic waste” shall have the meaning set forth in Section 8.18.020 of this Code.

H. "Recyclable" shall include material that can be sorted, cleaned, and reconstituted by the City-contracted collection program(s) for the purpose of using the altered form in the manufacturing of a new product.

1. "Recyclable" and/or "recycling" shall not include burning, incinerating, converting, or otherwise thermally destroying solid waste.

2. Currently "recyclable" includes plastic items with a recycling code of 1 and/or 2 only.

3. "Recyclable" shall not include items that are composed wholly or partially of polylactic acid (PLA).

4. "Recyclable" shall not include lined or coated takeout coffee or other hot drink cups as they are currently not recyclable by City-contracted collection program(s).

5. "Recyclable “shall include glass bottles and jars, aluminum/tin/bimetal cans, bottles and trays, unlined paper products that are free of oils and/or food, and cardboard that is not coated.

I. “Solid waste” shall have the meaning set forth in Section 8.18.020 of this Code.

SECTION 3; Section 8.16.020 of Chapter 8.16, “Garbage and Refuse”, of Title 8 of the Calistoga Municipal Code is hereby amended to read in its entirety as follows:
“8.16.020 Prohibitions on Disposal and Burning Fires
A. No person shall deposit any ashes in any wooden vessel, or on the floor of any building or within ten (10) feet of any woodwork or structure, unless secured in a metallic vessel.

B. No person shall deposit or throw into or on any street, sidewalk, alley or public place any paper, ashes, filth, dirt or trash of any kind.

C. No person shall bury any solid waste, organic waste, or nonorganic recyclables.

D. No person shall burn any solid waste, organic waste, or nonorganic recyclables, except as expressly authorized below:

1. Burns authorized by this Section shall conform to Bay Area Air Quality Management District (BAAQMD) Regulation #5, “Open Burning”, as the same may be amended from time to time, provided the burn occurs during a BAAQMD North Zone declared permissive burn day.

2. Any and all burns shall require a burning permit issued by the Calistoga Fire Department (“Burn Permit”) prior to ignition. A Burn Permit shall constitute an operational permit under Section 105 of the California Fire Code as amended by Chapter 15.36 and shall be applied for, issued, maintained, and subject to suspension or revocation in accordance with Section 106 of the California Fire Code, as adopted by Chapter 15.36 of this Code. Every Burn Permit shall, at a minimum, require that burning occur only between 8:00 a.m. and 5:00 p.m.

Item #6.6.

Page 133 of 182 ends

4913-8224-3995 v6

3. Agricultural burns for the purpose of initiating, continuing or maintaining agriculture as a gainful occupation. Fuels must be limited to materials grown on the site.

4. Only nonagricultural burns as described and defined in BAAQMD Regulation #5, Sections 5-401.1, 5-401.6, 5-401.7, 5-401.10, 5-401.14, 5-401.15 and 5-401.16, as those provisions may be amended from time to time.

E. Burn Permits may be suspended or revoked by the Fire Chief during fire season, periods of extreme fire danger or upon any violation of Burn Permit conditions or regulations.

F. In addition to any requirements, all Burns must comply with the following:

1. Burns must maintain a minimum clearance of thirty (30) feet from combustibles,

2. Burns must have an adult in attendance at all times, and

3. Prior to any burn, Burn Permit holders must notify both City Police Department dispatch and Fire Department dispatch prior to any burning.

G. In the event any burn escapes control and the City determines that the cause was due to: negligent actions before or during the burn, the failure to receive a Burn Permit, or the failure to comply with any issued Burn Permit, the applicant shall be liable for all suppression costs incurred.

SECTION 4: Section 8.16.030 of Chapter 8.16, “Garbage and Refuse”, of Title 8 of the Calistoga Municipal Code is hereby amended to read in its entirety as follows:

8.16.030“ Use of Service Provided by City-Contracted Collection Program; Exceptions.

A. All persons, owners, tenants, or occupants of a residential dwelling unit and all Commercial and business establishments within the City shall deposit all solid waste, organic waste, and nonorganic recyclables accumulated from their operations in suitable watertight containers with suitable handles, and with tight-fitting covers and shall not keep, accumulate, or permit to be kept or accumulated any solid waste, organic waste, and nonorganic recyclables, except in such containers; and no such container shall be loaded to such an extent that the weight of the container and its contents exceeds 100 pounds. All containers shall be provided and maintained on the premises where the solid waste, organic waste, and nonorganic recyclables are produced, in a place easily accessible to the contractor for the City-contracted collection program, but where it will not be a public nuisance or otherwise offensive. Nothing in this section shall prevent lawful on-site composting to the extent permitted under existing laws, this Code and regulations.

B. All persons, tenants, owners, or occupants of a residential dwelling unit will have the option to take the service provided by the City-contracted collection program.

C. Commercial and business establishments located within the City shall subscribe to and thereafter use regularly, the City-contracted collection program and shall comply with the following requirements:

Item #6.6.

Page 134 of 182 ends

4913-8224-3995 v6

1. Subscribe to the City-contracted collection program within seven days of the occupancy of the premises. Any establishment required to subscribe to the Citycontracted collection program may discontinue service for one or more months when the premises are vacant or the occupant is traveling out of town provided the establishment submits written notice of such vacancy to the City and the contractor for the City-contracted collection program at least 30 days prior to vacancy.

2. Remove solid waste, organic waste, and nonorganic recyclables not less than weekly except when prevented by disruptions due to strikes, severe and unusual weather conditions which prevent collection or official holidays interrupting the normal seven-day collection cycle.

D. Commercial and business establishments may collect, transport, and dispose of their own solid waste, organic waste, and nonorganic recyclables in lieu of subscribing to the City-contracted collection program, provided that all such self-hauling is conducted in compliance with this code and the following requirements:

1. Any vehicle used for self-hauling must be capable of safely hauling solid waste, organic waste, and nonorganic recyclables in a sanitary manner so that such matter will not spill, leak, drip, blow, scatter, or drop from the vehicle.

2. Any solid waste, organic waste, and nonorganic recyclables must be removed not less than once per week.

3. Solid waste, organic waste, and nonorganic recyclables must be disposed of at disposal, recycling, or composting facilities lawfully permitted to accept such waste.

4. Any self-hauling of organic waste and nonorganic recyclables shall be conducted in compliance with Section 8.16.080 of this Code.

5. Weekly receipts documenting their disposal of solid waste, organic waste, and nonorganic recyclables from any licensed or permitted landfill or other licensed or permitted disposal facility shall be maintained by the commercial and business establishment and available upon request to the City Public Works Director or designee. Failure to provide proof of weekly disposal shall constitute a public health and safety nuisance and a violation of this chapter.

6. If any damages and clean-up costs arise from any solid waste, organic waste, and nonorganic recyclables spilling, leaking, dripping, blowing, dropping or scattering during the course of the commercial and business establishment’s self-hauling activity, the commercial or business establishment shall be liable to the City for such activity.

7. Any commercial and business establishment electing to self-haul under this subsection shall use its own vehicles and personnel for collection and transport.” Item #6.6.

Page 135 of 182 ends

4913-8224-3995 v6
SECTION 5: Section 8.16.090 is hereby added to Chapter 8.16, “Garbage and Refuse”, of Title 8 of the Calistoga Municipal Code to read in its entirety as follows:
“8.16.090 Violations
Any violation of this chapter is hereby declared to be unlawful and a public nuisance.

Any person violating any provision of this chapter shall be guilty of a misdemeanor, punishable in accordance with Section 1.08.020 of this Code. In addition, any person, commercial and business establishment, or other entity violating any provision of this chapter may be subject to administrative citations, civil fines, civil penalties, abatement, injunctive relief, and any other remedy available to the City at law or in equity. The remedies set forth in this section are cumulative and shall not preclude the City from pursuing any other remedy or relief to which it may be entitled under law or equity.” SECTION 6: Compliance with CEQA
This Ordinance was assessed in accordance with the authority and criteria contained in the California Environmental Quality Act (CEQA), the State CEQA Guidelines (the Guidelines), and the environmental regulations of the City. The City Council hereby finds that under Section 15061(b)(3) of the State CEQA Guidelines, this Ordinance is exempt from the requirements of CEQA because it can be seen with certainty that the provisions contained herein would not have the potential for causing a significant effect on the environment. It also finds the Ordinance is exempt from the requirements of CEQA pursuant to CEQA Guidelines Sections 15307 and 15308 as an action by a regulatory agency taken to protect the environment and natural resources.

SECTION 7: Severability
If any section, subsection, subdivision, paragraph, sentence, clause, or phrase in this Ordinance or any part thereof is for any reason held to be unconstitutional or invalid, or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Ordinance or any part thereof. The City Council hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause, or phrase thereof irrespective of the fact that any one or more subsections, subdivisions, paragraphs, sentences, clauses, or phrases be declared unconstitutional, or invalid, or ineffective.

SECTION 8: Effective Date
Effective Date. This Ordinance shall take effect 30 days from its passage, and shall be published in accordance with the law, in a newspaper of general circulation published and circulated in the City of Calistoga.

SECTION 9: Publication
Publication. The City Clerk is directed to cause this Ordinance to be published in the manner required by law.

Item #6.6.

Page 136 of 182 ends

4913-8224-3995 v6
THIS ORDINANCE was introduced with the first reading waived at the City of Calistoga City Council meeting on the Xth day of INSERT MONTH 2026, and was passed and adopted at a regular meeting of the Calistoga City Council on the Xst day of MONTH by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:
____________________________
Donald Williams, Mayor
ATTEST: APPROVED AS TO FORM:
____________________________ _________________________________ Yudiana Galvan, City Clerk Michelle Marchetta Kenyon, City Attorney Item #6.6.

Page 137 of 182 ends

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Rachel Stepp, Deputy City Manager
Meeting: City Council Regular Meeting - Jun 23 2026
Subject: Agreement with UpValley Family Centers for Administration of the Water and Wastewater Utility Assistance Program
DESCRIPTION:

Consider adopting a Resolution Authorizing the City Manager to Execute an Agreement with UpValley Family Centers for Administration of the City of Calistoga Water and Wastewater Utility Assistance Program.

RECOMMENDATION:

Consider Adopting the Resolution
SUMMARY:

Many Calistoga residents face financial challenges that make it difficult to pay their water and wastewater utility bills while also meeting other basic household needs, including housing, food, transportation, and healthcare expenses. In response to these challenges, the City Council previously established a Water and Wastewater Utility Assistance Pilot Program to provide financial assistance to qualifying low-income households experiencing difficulty paying utility bills. The program is funded through Measure D revenues, reflecting the City's commitment to supporting residents facing financial hardship while maintaining access to essential utility services.

The proposed agreement would authorize UpValley Family Centers to administer the Water and Wastewater Utility Assistance Program for Fiscal Year 2026-27. UpValley Family Centers has experience providing assistance programs and serving vulnerable populations throughout the UpValley region and will assist the City in identifying qualified applicants, administering the application process, conducting outreach, and providing recommendations for assistance awards.

ANALYSIS:

The Water and Wastewater Utility Assistance Program is intended to provide financial relief to qualifying residential utility customers who are struggling to pay their water and wastewater bills or who have become delinquent due to financial hardship. The program supports residents facing economic challenges, helps maintain access to essential utility services, and can assist customers in bringing delinquent accounts current.

The City Council initially established the Water and Wastewater Utility Assistance Pilot Program with $100,000 in Measure D funding to assist qualifying residents experiencing financial hardship.

Following implementation of the pilot and recognizing the importance of providing utility assistance to community members in need, the City Council included $150,000 in Measure D funding for the Item #6.7.

Page 138 of 182 ends

program in the Fiscal Year 2026-27 budget. The increased funding will allow the program to assist additional households while continuing to evaluate its effectiveness and long-term viability.

Under the proposed agreement, UpValley Family Centers will update program guidelines and application materials, conduct outreach and marketing efforts, review applications, verify applicant eligibility, track program participation, and provide periodic reports regarding program outcomes.

The organization will also provide the City with recommendations regarding assistance awards for eligible applicants.

The agreement term extends through June 30, 2027, and authorizes UpValley Family Centers to administer the program until all available funds have been distributed or the fiscal year concludes, whichever occurs first. Approval of the agreement will allow the City to continue partnering with a trusted community organization to efficiently administer the program and connect eligible residents with available utility assistance resources.

FINANCIAL IMPACT:

The Fiscal Year 2026-27 budget includes up to $150,000 in Measure D funding for the Water and Wastewater Utility Assistance Program. Under the proposed agreement, UpValley Family Centers will receive compensation equal to 10 percent of the program funding, not to exceed $15,000, for administration of the program. The remaining funds will be available for direct utility assistance to qualifying residents. The recommended action is not a project and therefore is not subject to CEQA review.

CEQA STATUS:

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

ATTACHMENT(S):

Water Assistance Resolution FY 26/27
Upvalley Family Center Water Assistance - signed
City of Calistoga Water Assistance Program Guidelines
APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Jun 19 2026 Yudiana Galvan, City of Calistoga | City Clerk Approved - Jun 19 2026 Item #6.7.

Page 139 of 182 ends

RESOLUTION NO. 2026-XX

ADOPTED XXXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA

AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH

UPVALLEY FAMILY CENTERS FOR ADMINISTRATION OF THE CITY OF CALISTOGA

WATER AND WASTEWATER UTILITY ASSISTANCE PROGRAM
WHEREAS, some Calistoga residents experience financial hardship that affects their ability to pay water and wastewater utility bills while also meeting other basic household needs, including housing, food, transportation, and healthcare expenses; and
WHEREAS, in response to these challenges, the City Council established the Water and Wastewater Utility Assistance Pilot Program to provide financial assistance to qualifying low-income households experiencing difficulty paying water and wastewater utility bills; and
WHEREAS, UpValley Family Centers possesses the experience, community connections, and administrative capacity necessary to identify eligible participants, process applications, conduct outreach, and assist in the administration of utility assistance programs; and
WHEREAS, in recognition of the continued need for utility assistance within the community, the City Council included $150,000 in Measure D funding for the program in the Fiscal Year 2026-27 budget; and
WHEREAS, the proposed Agreement with UpValley Family Centers will provide for the continued administration of the Water and Wastewater Utility Assistance Program through June 30, 2027, including applicant outreach, eligibility verification, program administration, and reporting services; and
NOW, THEREFORE BE IT RESOLVED, that the City Council of the City of Calistoga hereby authorizes the City Manager to execute the Agreement with UpValley Family Centers for administration of the Water and Wastewater Utility Assistance Program in a form approved by the City Attorney.

BE IT FURTHER RESOLVED that all terms, conditions, and covenants of said Agreement be, and the same are, hereby approved, ratified, and confirmed.

PASSED, APPROVED AND ADOPTED this 23rd day of June 2026. I,

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED:
_________________________ ___________________________
Item #6.7.

Page 140 of 182 ends

Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #6.7.

Page 141 of 182 ends

- 1 - OAK #4890-2776-3737v1 (Rev. 9/2021)

AGREEMENT FOR CONSULTANT SERVICES
This Agreement for Consultant Services (the "Agreement") is made and entered into this 1st day of July, 2026, by and between THE CITY OF CALISTOGA, a municipal corporation (hereinafter referred to as "CITY") and UpValley Family Centers, a Non-Profit 501(c)(3) (hereinafter referred to as "CONSULTANT"). CITY and CONSULTANT may be referred to individually as “Party” and collectively as the “Parties.”

RECITALS
WHEREAS, CITY requires assistance in identifying qualified community members and management of a Water/Wastewater Utility Assistance pilot program services in connection with providing relief and assistance to Calistoga water customers having difficulty paying or are delinquent in their water/wastewater bills;
WHEREAS, CONSULTANT is qualified to perform such services; and WHEREAS, CONSULTANT has agreed to provide CITY with such services on the terms and conditions set forth herein.

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

ARTICLE 1 - SCOPE OF SERVICES

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

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

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

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

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

Item #6.7.

Page 142 of 182 ends

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

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

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

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

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

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

ARTICLE 2 - COMPENSATION

2.1. Compensation. Compensation for the Services shall be in accordance with Exhibit B, Compensation, attached hereto and incorporated herein. It is agreed that the compensation for the Services shall not exceed 10% of the funding allocated by the City Council to Water/Wastewater Utility Assistance Program ("Cost Ceiling").

Item #6.7.

Page 143 of 182 ends

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

2.2 Invoices. CONSULTANT shall submit an invoice to the City Finance Accounts Payables Department within 60 days after the City begins applying subsidy credits to eligible water customers under the Water/Wastewater Utility Assistance Program.

2.2. CITY shall verify the accuracy of the invoice, correct the charges where appropriate and as discussed and mutually agreed with CONSULTANT, and make payment to CONSULTANT in an amount equal to the amount of such invoice, as verified or corrected by CITY. No payment hereunder shall be construed as evidence of acceptance of any of CONSULTANT's work. CITY reserves the right to withhold payment from CONSULTANT on account of Services not performed satisfactorily, delays in CONSULTANT's performance of Services, or other defaults hereunder. CONSULTANT shall not stop or delay performance of the Services under this Agreement on account of payment disputes with CITY.

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

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

ARTICLE 3 - TIME OF PERFORMANCE

3.1. Effective Date. This Agreement shall become effective upon execution of the second signature and shall remain in full force and effect until the Services are completed (the "Term"). CONSULTANT agrees to complete all services by June 30, 2027.

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

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

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

ARTICLE 4 - DESIGNATED CONTACTS

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

4.2. CONSULTANT Contact. CONSULTANT designates Lupe Maldonado as its contact, who shall have immediate responsibility for the performance of the Services and for all Item #6.7.

Page 144 of 182 ends

- 4 - OAK #4890-2776-373v1 (Rev. 9/2021)
matters relating to performance under this Agreement. Any change in CONSULTANT's designated contact shall be subject to written approval by CITY.

ARTICLE 5 - INDEMNIFICATION AND INSURANCE

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

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

In the event that CONSULTANT or any employee, agent, or subcontractor of CONSULTANT providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (CalPERS) to be eligible for any CalPERS benefits arising from services provided to CITY under this Agreement, CONSULTANT shall indemnify, defend, and hold CITY harmless from any and all claims, losses, liabilities, damages, taxes, expenses and costs, including without limitation, attorneys’ fees and court costs incurred, including but not limited to, the payment of any employee and/or employer contributions for CalPERS service credit on behalf of CONSULTANT or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions which would otherwise be the responsibility of CITY.

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

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

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

5.3. Insurance. CONSULTANT and all of CONSULTANTS employees, subcontractors, consultants and other agency shall procure, provide and maintain at all times during the performance of this Agreement, and for such additional periods as described herein, the Item #6.7.

Page 145 of 182 ends

Calistoga City CouncilJune 23, 2026

Calistoga City Council
June 23, 2026