Item 05 2025-00981 License Agreements - Old Sacramento Docks Operations

City of Sacramento
City Council - 5PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2025-00981 5/20/2025 Item 5.

License Agreements: Old Sacramento Docks Operations
File ID: 2025-00981
Location: Old Sacramento, District 4
Recommendation: Pass a Motion: authorizing the Interim City Manager or designee to execute License Agreements with Hornblower Yachts, dba City Cruises by Hornblower, Sac Brew Boat, LLC, and Diversified Restaurant Corp, dba River City Queen, for the mooring and operation of passenger vessel concessions on the Old Sacramento Docks on the Sacramento River in the Old Sacramento Historic District.

Contact: Rebecca Bitter, Administrative Analyst, (916) 808-8052, [email protected]; Megan Van Voorhis, Director, (916) 808-5105, [email protected]; Department of Convention and Cultural Services
Presenter: None
Attachments:
1-Description/Analysis
2-Location Map
3-Hornblower Yachts Riverfront Dock License Agreement
4-Sac Brew Boat, LLC Riverfront Dock License Agreement
5-Diversified Restaurant Corp Riverfront Dock License Agreement Description/Analysis
Issue Detail: The Old Sacramento Docks (“Site”) is a system of City owned docks adjacent to Old Sacramento on the Sacramento River, comprised of the Passenger Boat Docks, L Street Barge, and the Public Boat docks, as shown in Attachment 2. The docks are situated on property owned by the State of California (“State”) and leased to the City through City Agreement No. 86013. The terms of this lease agreement with the State allow the City to sublease the Site for the use of commerce and activation subject to State approval.

On December 12, 2023, City Council suspended competitive bidding and 1) authorized the use of a Request for Proposals (“RFP”) for selection of operators at the Site; and 2) authorized the City

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File ID: 2025-00981 5/20/2025 Item 5.

Manager or the City Manager’s designee to enter into negotiations with Hornblower Yachts, dba City Cruises by Hornblower (“Hornblower”) for the continued use of the space they currently occupy at the Site.

A Request for Proposals (P24171011001) was posted on March 6, 2024 and received 10 submissions of which there were 2 responsive/responsible bidders, Sac Brew Boat, LLC, and Diversified Restaurant Corp, dba River City Queen (“River City Queen”). In addition, the City began negotiations with Hornblower towards a new agreement.

Hornblower has operated passenger vessels at the Site since 2009 through Agreement No. 2009- 0671 and Amendments Nos. 1 through 6. River City Queen has been operating at the Site since 2001 through Agreement Nos. 2001-498, 2006-0230, 2018-1456 and Amendment No. 1, and 2019- 1109 and Amendments Nos. 1 through 3. Sac Brew Boat, LLC has been operating at the Site since 2018 through Agreement 2019-1025 and Amendments Nos. 1 through 3.

The License Agreements negotiated with these vendors include the following common terms:
· Non-exclusive licenses for an initial 5-year term, plus one option to extend through April 1, 2035 upon mutual agreement
o Sac Brew Boat to be located at the Public Boat Dock
o River City Queen to be located at the L Street Barge
o Hornblower to be located at the Passenger Boat Dock
· Monthly rent payment of 5% of gross receipts
· Operating hours from 7am-10pm daily
· Use of the Public Market Service Court at 1100 Front Street In addition to the rent of 5% of gross receipts, Sac Brew Boat, LLC and River City Queen will pay a monthly Moorage Fee of $11 per square foot. In consideration of non-exclusive access to the storage shed at 1200 Front Street, and exclusive use of the Ticket Booth at the embarcadero, Hornblower will pay a monthly Moorage Fee of $12 per square foot.

Staff recommends that City Council authorize the Interim City Manager, or designee, execute License Agreements with Hornblower, Sac Brew Boat, and River City Queen, for the mooring and operation of passenger vessel concessions on the Old Sacramento Docks on the Sacramento River in Old Sacramento.

Policy Considerations: The proposed amendment supports the City’s 2040 General Plan Goal ERC

4.1 to provide a diversity of arts and cultural facilities and programs for people of all ages to improve knowledge of Sacramento’s history, enhance quality of life, and enrich community culture, and policies that encourage partnerships with organizations to support cultural educational activities and programming, children’s programming, and reinvestment in City facilities.

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File ID: 2025-00981 5/20/2025 Item 5.

Economic Impacts: Agreements with the current operators at the Site have generated gross sales of more than $5 million, with more than half of the gross sales derived from Hornblower’s operations.

Additionally, Hornblower attracted an estimated 32,000 guests to the Old Sacramento Waterfront in 2023, near their 2019 pre-pandemic level of 36,000.

Environmental Considerations: California Environmental Quality Act (CEQA): The three licensees in this report have been operating at the Site since 2001, 2009, and 2018, respectively. Executing new licenses with these existing licensees will not result in a direct or reasonably foreseeable indirect change to the environment. Approving these licenses will not have a significant effect on the environment and is exempt from CEQA [CEQA Guidelines Sections 15061(b)(3); 15378(a)].

Sustainability: Not applicable.

Commission/Committee Action: Not applicable.

Rationale for Recommendation: The Old Sacramento riverboat program has been an important part of the visitor experience and proven to be a significant attraction for the Old Sacramento Waterfront since 1987. The operations contribute to the operating budget of Old Sacramento as well as serve as an economic stimulus to the business community of the City.

Financial Considerations: Revenue from the Site’s operations have generated more than $496,000 for the General Fund in the past five fiscal years (FYs), with a high in FY2023/24 of $136,000 and a low in FY2020/21 of less than $25,000 during the pandemic. The revenue is deposited in the Convention and Cultural Services Department and is used for ongoing maintenance in Old Sacramento.

Local Business Enterprise (LBE): Not applicable.

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Attachment 2
Location Map

CONTRACT

ROUTING SHEET
Contract Cover/Routing Form: Must Accompany ALL Contracts; however, it is NOT part of the contract.

General Information (Required)
Original Contract # (supplements only): ________ Supplement/Addendum #: ___________________ Assessor’s Parcel Number(s): ________________________________________________________________ Contract Effective Date: _________ Contract Expiration Date (if applicable): _________ $ Amount (Not to Exceed): ______________________ Adjusted $ Amount (+/-): _____________________ Other Party: ______________________________________________________________________________ Project Title: _____________________________________________________________________________ Project #: ____________________________________ Bid/RFQ/RFP #: ___________________________ City Council Approval: if YES, Council File ID#: __________ Contract Processing Contacts
Department: ______________________________
Contract Coordinator: _______________________
Project Manager: ___________________________
______
Department Review and Routing
(Signature) (Date)
(Signature) (Date)
(Signature) (Date)
(Signature) (Date)
Special Instruction/Comments (i.e. recording requested, other agency signatures required, etc.) _______________________________________________________________________________________ ------------------FOR CLERK & IT DEPARTMENTS ONLY – DO NOT WRITE BELOW THIS LINE------------------ Hornblower Yachts, dba City Cruises by Hornblower
Hornblower Riverfront Dock License Agreement
2025-00981
Dustin Hollingsworth
Rebecca Bitter [email protected]
YES
Convention & Cultural Services

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CITY OF SACRAMENTORIVERFRONT DOCK LICENSE AGREEMENT THIS LICENSE (“License”) is executed at Sacramento, California on _____________________, 202(“Effective Date”) between the City of Sacramento, a municipal corporation (“City”), and Hornblower Yachts, dba City Cruises by Hornblower, (“Licensee”). City and Licensee may be referred to collectively as “Parties” or in the singular as “Party,” as the context requires. 1.License.A. Non-Exclusive License.City leases the “Premises” located at the Passenger BoatDock, as shown in Exhibit A attached hereto and incorporated herein, from theState of California, State Lands Commission (“State”) pursuant to City Agreement86013 executed on July 1, 1986. Upon the terms and conditions set forth in thisLicense, City hereby grants to Licensee a non-exclusive license (subject to theterms contained in Section 3) to enter and use the Premises.The City also hereby grants to Licensee an exclusive license to use the TicketBooth, as specified herein or approved by the Director of Convention and CulturalServices (the “Director”). Unless specifically indicated, references to the“Premises” shall include the Ticket Booth.The City grants to Licensee an exclusive license to a small site on City’s RealProperty for the purpose of photographing and/or selling photographs toPassenger Vessel Concession visitors. The location of this site shall be in the closevicinity of the Premises, and shall be determined and identified after consultationby, and mutual agreement of, the City and Licensee. The photograph booth maybe relocated upon mutual agreement of City and Licensee. The license for thephotograph booth may be revoked by the City upon 14 days’ written notice.B. State Approval.The City shall use reasonable, good faith efforts to obtain theState’s approval of a sublease (“Sublease”) of the Subleased State Parcel toLicensee pursuant to Section 4 of Agreement number 86013. The Parties agreethat the City’s failure to obtain the State’s approval as provided in this section shall not constitute a breach of this License by City. Licensee acknowledges thatcommencing with operations prior to approval by the State is done so at theLicensee’s own risk and the City will not be liable for any damages, includingconsequential damages, incurred by Licensee should the State deny approval ofthe License or Licensee’s use of the Premises. State’s denial of the License orLicensee’s use of the Premises, upon notice to Licensee by the City, shall cause the

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License to immediately terminate.2.Term of License.A. Initial Term.The initial term of this License shall be for five (5) years beginning onthe Effective Date (“Initial Term”), unless extended or sooner revoked orterminated pursuant to the terms of this License.B. Extended Term.By mutual agreement of the Parties, this License may be extended on all the terms and conditions contained herein for one (1) additional period torun through April 1, 2035 (the “Extended Term”) following expiration of the InitialLicense Term. Licensee may request the Extended Term by giving written requestto City at least six (6) months but not more than one (1) year before the expirationof the Initial License Term. If Licensee makes such a request, then City, in its solediscretion, may deny commencement of the Extended Term, at which point thisLicense shall expire at the end of the Initial License Term. City shall notify Licenseeof such a denial at least thirty (30) days before expiration of the Initial LicenseTerm. The City reserves the right to re-evaluate the fair market rate of theMoorage Fee in Section 5A, prior to the commencement of an Extended Term. Ifthe City determines that an adjustment to the Moorage Fee is appropriate the Citywill notify the Licensee at least fifteen (15) months prior to the expiration of theInitial License Term of the revised Moorage Fee for the Extended Term, shouldsuch an Extended Term occur.C. Holdover.If Licensee shall for any reason hold over beyond the Initial License Termor the Extended Term with the consent, expressed or implied, of City, such holdingover shall be month-to-month only, subject to the terms and conditions of thisLicense but shall not be a renewal of the License; and the consideration to be paidshall be at rates then prevailing under the terms of this License.D. Early Termination by Licensee. The Initial Term, as well as the Extended Term, maybe terminated by Licensee upon nine (9) months written notice to the City ifLicensee, in the sole exercise of its discretion, fails to achieve its revenue goals forthe operation of the Passenger Vessel Concession and operation thereof becomeseconomically infeasible.3.Use of Premises.A. Nature of Use Allowed. Licensee shall only use the Premises (except for the TicketBooth) for purposes of mooring and operation of Passenger Vessel Concession onthe Sacramento River as described in Section 7 of this License. Licensee shall havethe exclusive right to utilize the designated portion of the Premises during thetimes required for mooring the vessel and for passenger embarkation anddebarkation in connection with its operation of the Passenger Vessel Concession.

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Licensee shall only use the Ticket Booth to sell tickets and merchandise for the Passenger Vessel Concession. Licensee shall not use the Premises for any other use without the prior written consent of City.Condition of the Premises.City makes no representations or warranties of any kind, express or implied, written or oral, about any of the following: the physical condition of the Premises; the suitability of the Premises for Licensee’s anticipated use; any limitations on Licensee’s use of the License area, including limitations arising from environmental laws or other laws, regulations, or governmental requirements; security of the Premises for the specified use; the provision of security devices; or the costs of conducting Licensee’s business on the Premises. By agreeing to acceptthis License, Licensee accepts the Premises “as is” and acknowledges that the Premises are satisfactory for Licensee’s purposes. Licensee will make the Premises safe for any activity under Licensee’s care and control on the Premises, whether or not permitted activities, and City is not and shall not be obligated to make Premises safe or suitable for use by Licensee or for anyone on the Premises at the invitation or sufferance of Licensee, or otherwise to prepare the Premises or access to the Premises in any manner whatsoever. Upon termination or expiration of this License, Licensee shall restore the Premises to the condition they were in prior to Licensee’s entry, ordinary wear and tear excepted; provided that any permitted alterations to the Premises shall belong to City and Licensee shall not be required to remove or deconstruct them. B. Operating Hours. Operating hours for Licensee’s use of the Premises shall beseven (7) days a week, from the hours of 7 a.m. to 10 p.m., unless otherwisemutually agreed to in writing by the Parties. If Licensee needs access to thePremises outside the Operating Hours due to a special event or unusualcircumstances, Licensee must request access by calling the City Representativelisted in Section 23 below. City shall respond to Licensee’s request within 24 hoursand may approve or deny Licensee’s request in the City’s sole discretion. Licenseeacknowledges and agrees it has no right to appeal or seek reconsideration of anyrequest to change the Operating Hours due to a special event or unusualcircumstances that is denied by the City under this section.C. City Access. City shall have unrestricted access to the dock, wharf, pier, barge,mooring area, or publicly owned areas adjacent to the Premises at all times duringthe term of this License. Except as otherwise provided herein, Licensee shall notcause any interference with the continuous and uninterrupted use of the Premisesby the City, its officers, agents, contractors, licensees, or others.D. State Requirements. Licensee shall comply with any and all terms and conditionsimposed by the State regarding use of the Premises.E. Maintenance. Without limiting the City’s responsibilities outlined in Section 6,

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Licensee shall, at all times during the term of this License, maintain the Premises and any Licensee improvements and other appurtenances in good, safe condition and operating order. Such maintenance shall be at Licensee’s sole cost and expense. F. Garbage, Waste & Recycling. Licensee shall conduct the operation of the Premisesin such a way as to prevent the escape of garbage and debris from the passengervessel. Licensee shall not store, keep, or maintain any garbage, debris, garbagereceptacle(s), or recycling receptacle(s) upon the dock, barge, pier, or gangway.Licensee agrees to haul garbage to the shared garbage receptacles at the publicmarket. Licensee shall not throw, deposit, discharge, or otherwise place anyrefuse, garbage, debris, bait, sewage, or waste matter of any description upon thePremises, City’s real property, the State’s property, or into the waters of theSacramento River. Licensee shall tie all trash bags prior to placing trash bags ingarbage receptacle(s) in the service court area assigned to Licensee. Afterplacement of garbage in the receptacle, Licensee shall ensure that the lid on thegarbage receptacle(s) into which Licensee’s trash is placed is closed and locked.Licensee shall ensure that all boxes are broken down and placed inside of therecycle receptacles. Licensee acknowledges that the service court area is a sharedspace and Licensee shall be mindful of other licensees needing to use the garbageand recycle receptacles. Licensee shall implement waste management practicesfor its dumpsters and tallow bins to ensure that trash, waste, and grease are notwashed into the storm drain system. Restaurants shall implement proper fats, oiland grease (FOG) control practices to prevent discharge of FOG to the City’s sewersystem per Sacramento City Code Chapters 13.08 and 13.16.G. Business Management. Licensee will operate and manage its service operation ina first class, businesslike manner. Licensee shall ensure that its employees conductthemselves at all times in a professional manner. Licensee shall maintain a staffadequate to operate and administer any services performed on the Premises in asafe and quality manner. Licensee shall further ensure that a competentrepresentative of Licensee is in attendance on the Premises at all times during thehours of operation of the Premises.In addition, Licensee shall furnish City with thename of the person(s) who will be responsible for the daily on-site operation andmanagement of the Premises.H. Non-interference; Nuisance. Licensee shall not interfere in any manner with theuse or enjoyment of the Premises by City, State, or the general public. Licenseeshall at all times conduct its use of the Premises in such a manner that will notconstitute a public or private nuisance.I. Improvements. Licensee shall not alter, modify, or improve the Premises withoutprior written approval from City. If approved by City, the alterations,modifications, or improvements shall be installed in accordance with plans and

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specifications approved in writing by City prior to installation. Licensee shall not deviate from the City-approved plans and specifications without prior written consent from City. Licensee shall coordinate any modification of the Premises and associated infrastructure with the City Representative specified in Section 23 below. Any permitted alterations to the Premises shall be at Licensee’s sole expense and shall become at once a part of the realty and belong to City. Licensee shall keep the Premises free from any liens arising out of any work performed, material furnished, or obligations incurred.J. No Liens. Licensee shall not suffer or permit any lien of mechanics or materialsuppliers to be placed against the Premises with respect to work or servicesperformed or claimed to have been performed for Licensee or materials furnishedor claimed to have been furnished to Licensee or to the Premises on behalf of orfor the benefit of Licensee. City has the right, at all times, to post and keep postedon the Premises any notice that it considers necessary for protection from suchliens. If any such lien attaches or Licensee receives notice of any such lien,Licensee shall cause the lien to be released and removed of record within ten (10)days after receipt of the written demand of CityK. Signs. Except as otherwise provided herein, Licensee shall not place or permit tobe placed any sign, decoration, marquee or awning on the Premises.L. Damage to Premises. Licensee shall not use the Premises in any manner thatdamages City property. Licensee will be liable to City for any damage to Cityproperty that is caused by Licensee, including any damage caused by Licensee’sofficers, employees, agents, contractors, volunteers, or invitees. City will chargeLicensee the City’s full cost to repair the damage and Licensee shall have no claimor right against City for the costs of repair or replacement. Upon discovery of anydamages to City property at the Premises, Licensee shall be responsible forproviding written notice to the City of the damages so the City can undertake anynecessary repairs within a reasonable time.M. Records. Licensee shall, at all times during the term of this License and for a periodof three years thereafter, keep true, accurate, and complete financial records andaccounts of its operations under this License. Upon reasonable notice by City,Licensee shall permit the City to inspect, audit and copy its records related to itsconduct of passenger vessel tours.N. Sale of Alcohol. The sale of any alcoholic beverages on-board Licensee’s vesselsshall be in accordance with a liquor license issued by the State of CaliforniaDepartment of Alcoholic Beverage Control. Licensee shall restrict the sale, serving,and consumption of alcoholic beverages to its vessels. Licensee shall not cause(and will take good faith efforts to prohibit) any alcoholic beverages to beconsumed on the dock, wharf, pier, gangway, or mooring area of the Premises, or

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on any other public property, without first obtaining all necessary governmental approvals, permits, and licenses.4. Compliance with Laws.A. Licensee shall, at its sole cost and expense, comply (and require its contractors,agents, employees, and invitees to comply) with all applicable federal, state, andlocal laws, regulations, and requirements pertaining to use of the Premises,including without limitation the following:(1) Disability Access Laws. Licensee must use and operate the Premises incompliance with federal and state disability access laws, includingwithout limitation the Americans with Disabilities Act (“ADA”), provided,however, Licensee shall not be obligated to make any structural orpermanent improvements to the Premises to bring them intocompliance. Notwithstanding the foregoing, Licensee shall be solelyresponsible for compliance with disability access law requirements (i) ifLicensee makes alterations to the Premises that trigger additionalrequirements under federal and state disability access laws, (ii) for anymethod of ingress and egress between the Premises and Licensee’svessel, including the existing boarding ramp upon Premises that is usedfor such purposes, and (iii) that relate to the Ticket Booth.(2) Environmental Laws. Licensee must comply with all applicable federal,state and local laws, ordinances and regulations (including consentdecrees and administrative orders) relating to public health and safetyand protection of the environment (“Environmental Laws”). Licensee willnot permit to occur any release, generation, storage, disposal ortreatment of any hazardous material as that term is defined in any of theEnvironmental Laws. Licensee shall immediately notify City of any suchrelease, generation, storage, disposal, or treatment and Licensee shalltake such necessary remediation measures at Licensee’s sole cost andexpense to remedy the situation in accordance with Environmental Laws.Licensee shall immediately notify City of any complaints, citations,inquiries or notices from any governmental entity relating to compliancewith Environmental Laws. Licensee represents, warrants and covenantsthat all governmental permits relating to the operation of the PassengerVessel Concession required by applicable Environmental Laws are andwill remain in effect, and Licensee will comply with them.(3) Occupational Safety and Health Laws. Licensee must comply withapplicable state and federal occupational safety and health acts andregulations.

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(4) City Rules and Regulations. Licensee must comply with all City rules andregulations applicable to Licensee’s use of the Premises, as specified inSection 30 below.B. The judgment of any court of competent jurisdiction, or the admission ofLicensee in any action or proceeding against Licensee, whether City be a partythereto or not, that Licensee has violated any such ordinance or statute in theuse of the Premises shall be conclusive of the fact as between City andLicensee. If any failure by Licensee to comply with any such laws, regulations, andrules shall result in any fine, penalty, cost or charge being assessed, imposed orcharged against City, Licensee shall reimburse and indemnify City for any suchfine, penalty, cost or charge, including without limitation, attorney’s fees, courtcosts, and expenses.5.Fees.A. Moorage Fee. Licensee shall pay to the City a Moorage Fee of $1,320 per monthto be paid monthly based on 110 linear feet of dock at $12/lf/mo for a total annualfee of $15,840.B. Percentage Rent. In addition to the Moorage Fee, Licensee shall pay to the Cityfive percent (5%) of its “Gross Receipts” (the “Percentage Rent”). Licensee shallfurnish a report showing all Gross Receipts derived from the operation for thatperiod. The report shall separately itemize all deductions from the Gross Receipts.(1) The term “Gross Receipts” means all money, cash, receipts, receivables,assets, property, or other things of value including, but not limited to,the entire price charged for all tickets, passenger vessel tour passes,novelties, merchandise sold, and services, whether or not payment ismade prior to, or at the time of the tour.(2) There shall be deducted from the Gross Receipts only the following:a) Sales and excise taxes related to a passenger vessel tour requiredto be collected by Licensee, its agents, or employees.b) Federal, state, municipal, or other taxes required by law to becollected by Licensee, but the amount of such taxes shall be shownon the books and records required to be kept and maintained byLicensee under this License.c) Sums refunding on a sale previously included in the Gross Receipts.C. Payment. The Moorage Fee must be paid on or before the first day of each month.

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The Percentage Rent applicable to the preceding month’s Gross Receipts must bepaid on or before the 20th day of the next month. Any other charges arising from Licensee’s use of the Premises are due upon written notice from City. All fees and charges shall become delinquent on the 10th day after payment is due. If any payment is delinquent as provided herein, a delinquency charge of 10% shall be added to the amount due. Payment shall be made by check mailed to the City Representative identified in Section 23 below. 6.City Provided Facilities and Services. City shall provide the following:A. Non-exclusive access to solid waste receptacles at the public market service courtlocated at 1100 Front Street.B. Non-exclusive use of the shed located at 1200 Front Street for storage ofequipment related to Licensee’s operations, at no cost to Licensee. Use of the shed may be revoked, in the City’s sole discretion, upon seven days’ notice to Licensee,and Licensee’s property in the shed must be removed by Licensee by theconclusion of the seventh day. Should any of Licensee’s property remain in theshed after the seven day period, Licensee shall lose all right, title, and interest inand to said property, and City many elect to keep, sell, destroy, or otherwisedispose of it.C. The City shall provide the following utility service connections at the flood walldockside in the immediate vicinity of the Passenger Boat Dock:(1) Electrical service: 120/208/240 volts, three phase, 200 amp service(2) Water: Potable water from 1” line at 40 PSI(3) Sanitary Sewer: Minimum of 3” line(4) Conduit suitable for Licensee to cause telephone service to be installed.The City shall provide the above service connections at no cost to Licensee. Licensee shall provide necessary hookups and pay for utility services to vessels and any storage buildings. Notwithstanding anything to the contrary contained herein, the City shall make appropriate repairs or replacements to the pump out system and piping as necessary to make the system reasonably functional and reliable. D. At no cost to Licensee, the City shall give to Licensee the exclusive use of the TicketBooth.(1) Licensee shall have the right to use the Ticket Booth to sell tickets for thePassenger Vessel Concession, tours, charters and for other permitteduses. Licensee may also sell such tickets through other reservationfacilities or those of Licensee’s affiliates.

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(2) Licensee shall have the right to merchandise, market and sellmemorabilia items associated with the Passenger Vessel Concession, andother services provided by Licensee or affiliates of Licensee from theTicket Booth.(3) Licensee shall comply with all City codes, rules and regulations for theoccupancy of the Ticket Booth, including the Old Sacramento HistoricDistrict Sign Ordinance.(4) Electricity for the Ticket Booth shall be provided and paid for by the City.Licensee shall have the right to install signage (whether temporary orpermanent). Such signage shall be preapproved in writing in advance bythe Director, and shall comply with all applicable City codes, rules, andregulations, including the Old Sacramento Historic Disrict SignOrdinance.E. The City shall repair, maintain, and make any necessary replacements to thePremises, wharves, docking, and access areas adjacent to the Premises.F. Exception to City Replacement and Maintenance. Notwithstanding the foregoingCity replacement and maintenance obligations set forth in this section, if the needfor such replacement or maintenance is caused in whole or in part by the neglect,fault, omission, or deliberate act of Licensee, its agents, employees, or invitees, orby unauthorized breaking and entering by Licensee, Licensee shall pay to City thecost of such replacement and maintenance. The City shall not be responsible forthe costs of repairing the wharves, docking, access areas, pump out system andpiping due to Licensee’s abuse or negligence. Furthermore, City shall have noobligation to replace or maintain until a reasonable time after the receipt by Cityof written notice from Licensee of the need for replacement or maintenance.There shall be no liability to City by reason of any injury to or interference withLicensee’s business arising from the making of any replacements or maintenanceservice to any portion of the Premises.7.Licensee Provided Facilities and Services. Licensee shall provide the following:A. Licensee shall provide boat tours to the general public that originate andterminate from the Premises in accordance with Exhibit B Tour Schedule and theterms of this Agreement (the “Passenger Vessel Concession”). Any materialchange to this schedule must be approved in writing in advance by the Director;provided, however, Licensee may adjust the schedule from time to timedepending on external factors beyond the control of Licensee, such as weather,conflicting events, market and economic conditions and related activities.

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B. Licensee shall furnish, at its sole cost and expense, the United States Coast Guardapproved vessel named Capitol Hornblower, and all supplies, fixtures, equipment,personnel, and security necessary for the safe operation, maintenance, andimprovements of the vessel. If the Capitol Hornblower is determined to beinoperable or otherwise unfit for the purposes of a Passenger Vessel Concession,and such inoperability or unfitness will continue for a period of greater than 30days, then a change of vessel may occur as specified in this section 7(B). If such achange does occur, and the Capitol Hornblower is repaired, improved, orotherwise able to be put back into service and still in Licensee’s control, Licenseeshall return the Capitol Hornblower into service under this Agreement byswitching it with the replacement vessel within 30 days of being suitable as aPassenger Vessel Concession, unless waived in writing by the City. Any change ofvessel must be of a similar capacity, must be properly insured and certificated forLicensee’s operation, and must be approved in writing in advance by the City,which approval shall not be unreasonably withheld or delayed. Licensee shall usecommercially reasonable efforts to ensure that any replacement vessel is ofsimilar or better quality and condition to the Capitol Hornblower.C. Licensee shall not conduct re-fueling or major repairs to its vessel on the Premises,City’s real property or the State’s parcel, except with the advance written consentof the City, and in no event shall any repairs be conducted upon the wharves,docking, or access areas in the proximity to the Premises. Licensee agrees that nowelding equipment, burning torch, or any other open flame apparatus shall beused within the confines of the Premises, City’s real property, or the State’s parcelwithout prior written authorization of the City and then only in the area and withinthe time specified by the City in the written authorization. The restrictions in thissection are not intended to prevent Licensee from performing minor repairs to itsvessels on the Premises.D. At its sole cost and expense, Licensee shall assure that the Premises are kept in asafe, clean, wholesome, and sanitary condition and shall conduct its passengervessel operation in such way as to prevent the escape of litter, pollution or debrisfrom its activities into the Sacramento River and adjoining property. Licensee shallensure that any obstacles such as ladders, ropes, boat gear, or other materials andequipment do not obstruct, interfere, or create a safety hazard for the freepassage along the dock, wharf, pier, gangway, or areas adjacent to the Premises.E. Licensee shall assume the responsibility and expense for the installation of allutilities not required to be provided by City hereunder, all utility hookups, and alltelephone and internet service, gas, electrical services, and disposal of garbage inconnection with all activities incident to Licensee’s operations.F. Licensee shall assume the responsibility for assuring that their vessel is accessiblefrom their site. Licensee will be responsible for construction and installation of

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any improvements necessary for their operation.G. Licensee shall, at its sole cost and expense, make all improvements to the TicketBooth necessary for business operations, including signage, interior fixtures andimprovements and painting. All signage on the Premises, includingadvertisements, shall be executed in the correct period letter style and color asindicated in the “Guidelines for Signs for the Old Sacramento Historic District”incorporated herein by reference as if set forth here at in full and shall be subjectto review and approval in writing by the Director or the Director’s authorizedrepresentative.H. Subject to approval in writing by the Director, Licensee may operate other tours,excursions, special events, charters, and other passenger and vessel-relatedactivities from the Premises. Other passenger and vessel-related activities mustbe consistent with operations of a vessel of that type, consistent with a family- and tourist-oriented destination.8.Assumption of Risk. Licensee agrees to use the Premises at Licensee’s own and sole risk.Licensee assumes all liability and shall release and hold City and State harmless for loss orinjury to its patrons, guests, employees, officers and agents, or damage to property andequipment, tools, machinery or other materials unless caused by the negligence orintentional act of the City, State, or their employees, agents or representatives.9.Indemnity. Licensee shall defend, hold harmless and indemnify the State and City, theirofficers and employees, and each and every one of them, from and against any and allactions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, costsand expenses of every type and description, including, but not limited to, any fees and/orcosts reasonably incurred by the State and City’s staff attorneys or outside attorneys andany fees and expenses incurred in enforcing this provision (hereafter collectively referredto as “Liabilities”), including but not limited to Liabilities arising from personal injury ordeath, damage to personal property, real property, or the environment, contractual orother economic damages, or regulatory penalties, arising out of the use of the Premisesby Licensee, any contractor, consultant or agent, anyone directly or indirectly employedby any of them or anyone for whose acts any of them may be liable, whether or not suchLiabilities are litigated, settled or reduced to judgment; provided that the foregoingindemnity does not apply to liability for any damage or expense for death or bodily injuryto persons or damage to property to the extent arising from the negligence or willfulmisconduct of the State or City, their agents, servants, or independent contractors whoare directly responsible to the State or City. The provisions of this Section 9 shall surviveany expiration or termination of this License.10.Limitation on Damages. In the event that Licensee’s ability to use the Premises isinterrupted due to any cause whatsoever, whether such interruption involves thePremises themselves or an interruption of access to them and whether or not fault for

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the interruption can be attributed to the City, its officers, employees, or agents, Licensee’s sole remedy against the City shall be abatement of the fees imposed by Section 5, unless otherwise provided herein. Licensee agrees that neither the State, City, nor any of theirofficers, agents or employees, shall be liable for any damages, including consequential damages, incurred by Licensee, as a result of the termination of this License or the unavailability of the Premises for use by Licensee, irrespective of the cause of such termination or unavailability.11.Requests to Relocate; Emergencies.A. The City shall maintain the right to control access to the Premises and City’s realproperty for reasons of public health and safety.B. Licensee agrees to remove its vessel from moorage at the Premises at Licensee’sown expense upon request by the City whenever, in the City’s reasonable opinion,it is necessary in the event of an emergency. City shall have the right to bar accessto the Premises for the duration of the emergency and any period reasonablynecessary thereafter to remedy the effects of the emergency.C. Licensee agrees to remove its vessel from moorage at the Premises at Licensee’sown expense when the State, U.S. Coast Guard, or other governmental agencywith management, control, or oversight of the State’s waterways deems itnecessary to move a vessel in the event of an emergency, flood, or other naturaldisaster or in advance of the occurrence of an emergency, flood, or other naturaldisaster.D. Licensee agrees to remove its vessel from moorage at the Premises at Licensee’sown expense should the City, State, or other governmental agency advise of theneed to perform repairs or maintenance for all or a portion of the dock, wharf,pier, barge, or mooring area. City will provide reasonable notice of such repairs,to the extent it is not an emergency, so Licensee may have an opportunity torelocate its vessel to another location. Licensee acknowledges and understandsthat the dock is owned by the State who may need, from time to time, to performroutine, regular, emergency, or required maintenance to the dock, wharf, pier,barge, or moorage area of the Premises. City will work with Licensee in good faithin such a situation to determine if there is another suitable City-owned, leased, orsub-leased location for Licensee to relocate while repairs or maintenance arebeing performed at the Premises.E. Licensee agrees to remove its vessel at Licensee’s own expense upon direction byany governmental agency whose responsibility it is to maintain the safety or therate of flow of the Sacramento River including, but not limited to, the U.S. ArmyCorps of Engineers and the U.S. Bureau of Reclamation.

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F. In the event a vessel for which Licensee is responsible should become wrecked,sunken, damaged, or destroyed by fire or any other means on the SacramentoRiver, Licensee shall mark its position immediately by buoy dry beacon if duringthe day, or by an electric light visible for 100 yards during the night and maintainsuch markings until the obstruction is removed; and Licensee must remove thevessel within 48 hours at Licensee’s sole cost and expense.G. In addition to the above provisions of Section 10, Licensee agrees that neither theState, City, nor any of their officers, agents or employees, shall be liable for anydamages, including consequential damages, incurred by Licensee, as a result ofthe removal of the vessel or unavailability of the Premises due to an emergencyor when repairs or maintenance is required.H. If if all or a portion of the Premises is materially damaged by fire, flood, naturaldisaster, or other emergency (“Casualty Damage”), City shall repair such CasualtyDamage as soon as reasonably practicable and restore the Premises tosubstantially the same condition as existed prior to the Casualty Damage;provided however, if City determines, in its sole discretion, that it does not possesssufficient funding to carry out those repairs, then it may terminate this Licenseupon 30 days advanced written notice to Licensee. Additionally, should CasualtyDamage prevent Licensee or its invitees from safely and continuously using thePremises and such damage cannot reasonably be repaired by City within 180 days,then Licensee may terminate this License on 30 days’ advanced written notice toCity.12.Coast Guard Certificates. Prior to beginning any passenger vessel tours on theSacramento River, Licensee must submit to City a valid United States Coast GuardCertificate of Inspection (“Certificate”) and shall promptly notify the City Representativeidentified in Section 23 below in the event the Certificate is suspended, expired orotherwise invalid. Failure to comply with this requirement shall result in an immediatetermination of this License. At all times during the term of this License, Licensee shallcomply with all conditions and restrictions in the Certificate.13.Entitlements. Licensee shall, at its sole cost and expense, obtain all necessary local landuse entitlements, building permits, and any local, county, state or federal permits andapprovals required for Licensee’s use of the Premises hereunder. This License shall not beconstrued as a waiver of any governmental requirement.14.Hazardous Materials. Licensee shall not use, store, release or otherwise introduce ontothe Premises any material, substance, chemical or waste identified as hazardous, toxic ordangerous in any applicable federal, state, or local law or regulation (collectively“Hazardous Material”) in violation of applicable law. Licensee shall be solely responsiblefor the complete cost of removal and/or remediation of any Hazardous Material that isintroduced or brought onto the Premises by Licensee, and Licensee shall defend and

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indemnify City, its officers and employees from and against any claims or other liabilities therefor in accordance with the provisions of Section 9 above. As used in this section, “Licensee” shall mean and include Licensee, its contractors and agents, and their respective officers, employees, contractors and agents. 15.Default and Termination.A. The following events shall be “Events of Default”:(1) The failure of Licensee to punctually pay the rent or make any otherpayments required by this Agreement when due within ten (10) daysafter receipt of written notice from the City(2) The failure of Licensee to offer or provide boat tours as required by thisAgreement, unless such performance is made impossible through nofault of Licensee(3) The failure of Licensee to keep, perform, or observe any promise,covenant, condition, and agreement set forth in this Agreement on itspart to be so kept, performed, or observed within thirty (30) days or suchlesser time as may be reasonable after receipt of written notice ofdefault hereunder from the City(4) The abandonment, vacation, or discontinuance of the Passenger VesselConcession without the written consent of the City.B. Upon the occurrence of any one or more of the “Events of Default”, the City shallhave the right to terminate this Agreement. Upon such termination, Licensee’slicense to use the Premises shall terminate and Licensee shall vacate the Premisesimmediately. In such event, Licensee authorizes the City to enter upon thePremises, or any part thereof, immediately and to take possession of the Premisesand improvements. Election by the City to terminate this Agreement shall notprejudice any rights or claims the City may have for sums remaining due it or fordamages or pursuing such other remedies as may be available to the City by lawor equity, all remedies of the City to be cumulative and not alternative.C. City shall have the right to terminate this License under either of the following twocircumstances: (i) If, in the City’s reasonable determination, repairs and/orreplacement of all or a portion of the Passenger Boat Dock is deemed necessaryfor safe continued use of the Premises by Licensee or its invitees, and the Citydetermines, in its sole discretion, that it does not possess sufficient funding tocarry out those repairs and/or replacement work, and (ii) If the City noticesLicensee that it intends to perform work on all or a portion of the Passenger BoatDock, or in areas adjacent to the Passenger Boat Dock, which is reasonablyexpected to materially restrict Licensee’s access to the Premises (“RestrictiveDock Work”) for a period exceeding 60 days and either City has no “ReasonableAlternative Location” (defined below) , or Licensee refuses to accept theReasonable Alternative Location offered by City within 14 days of being offered

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such location. If either of the above two circumstances in this Section 15(C) exists, and City gives such notice of termination, Licensee shall within the following 30days cease use of the Premises and the License shall terminate. Such election by the City to terminate this License shall not prejudice any rights or claims City may have for sums remaining due up to the effective date of termination. If City notices Licensee that it intends to perform Restrictive Dock Work for a period not exceeding 60 days, then Moorage Fees and Percentage Rent will be suspended for the duration of the Restrictive Dock Work, with proration for partial months, as applicable, and City may at its sole discretion offer an alternative location for the duration. “Reasonable Alternative Location” means a City-controlled location that is both available and suitable for a Passenger Vessel Concession, where City costs to make such location suitable for Licensee’s use would not exceed the total amount of Moorage Fee and Percentage Rent for the amount of time Licensee is reasonably expected to be at the alternative location. 16.Abandonment of Premises. If Licensee abandons, vacates, or surrenders the Premises, oris dispossessed by process of law, or otherwise, any personal property belonging toLicensee and left on the Premises shall be deemed to be abandoned at the option of City.17.Insurance. During the term of this License, Licensee shall maintain in full force and effectat its own cost and expense the following insurance coverage. By requiring the insuranceherein, City does not represent that the coverage and limits will necessarily be adequateto protect Licensee. It is understood and agreed by Licensee that the required insurancecoverage and limits shall not be deemed as a limitation on Licensee’s liability under theindemnities granted to City in this LicenseInsurance requirements are subject to reviewand revision every 5 years to assure that policy terms, conditions and limits aremaintained in accordance with current insurance industry standards for comparableoperations.A. Minimum Scope & Limits of Insurance Coverage(1) Commercial General Liability Insurance, providing coverage at least asbroad as ISO CGL Form 00 01 on an occurrence basis for bodily injury,including death, of one or more persons, property damage and personalinjury, with limits of not less than two million dollars ($2,000,000.00) peroccurrence. The policy shall provide contractual liability and productsand completed operations coverage for the term of the policy.(2) Marine Protection and Indemnity Insurance with limits of at least$10,000,000 including collision providing coverage on an occurrencebasis for bodily injury, including death, of one or more persons, propertydamage and personal injury, premises liability, and contractual liabilityarising out of activities performed by or on behalf of Licensee, crewmembers, or its contractors.

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(3) United States Longshoremen and Harbor Workers and Jones’ Actcoverage with statutory limits. Additionally, the policy shall include awaiver of subrogation in favor of the City of Sacramento. There shall beno exclusions for marine operations and no exclusions for losses causedby explosion.(4) Excess Insurance the minimum limits of insurance required above maybe satisfied by a combination of primary and umbrella or excessinsurance coverage; provided that any umbrella or excess insurance shallcontain, or be endorsed to contain, a provision that it shall apply on aprimary basis for the benefit of the City and State, and any insurance orself-insurance maintained by City, or State, and their officials,employees, or volunteers shall be in excess of such umbrella or excesscoverage and shall not contribute with it.(5) Workers’ Compensation Insurance with statutory limits, and Employers’Liability Insurance with limits of not less than one million dollars($1,000,000). The Worker’s Compensation policy shall include a waiverof subrogation in favor of the City.(6) Hull and Machinery Insurance including coverage for special perils isrequired for all vessels operating under this License against loss ordamage including fire, flood or other acts of nature, and vandalism. Suchvessels shall be insured for agreed value or replacement cost.(7) Vessel Pollution Liability Insurance with limits of not less than $2,000,000naming the City as an additional insured and including a waiver ofsubrogation.(8) Liquor Liability Insurance with limits of not less than $1,000,000.B. Additional Insured Coverage(1) Marine Protection and Indemnity Insurance with limits of not less than$10,000,000. The State, City, and their officials, employees andvolunteers shall be covered by policy terms or endorsement as additionalinsured as respects marine protection and indemnity arising out of:activities performed by or on behalf of the Licensee and its contractors.C. Other Insurance Provisions. The policies are to contain or be endorsed to containthe following provisions.(1) Licensee’s insurance coverage, including excess insurance, shall beprimary as respects the State and the City, and their officials, employees

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and volunteers. Any insurance or self-insurance maintained by the State or City, and their officials, employees or volunteers shall be in excess of Licensee’s insurance and shall not contribute with it.(2) Any failure to comply with reporting provisions of the policies shall notaffect coverage provided to the State and City, and their officials,employees and volunteers.(3) Coverage shall state that Licensee’s insurance shall apply separately toeach insured against whom claim is made or suit is brought except withrespect to the limits of the insurer’s liability.(4) The City and State will be provided with thirty (30) days written notice ofcancellation or material change in the policy language or terms.(5) If any of the required policies provide coverage on a claims-made basis:i. The Retroactive Date must be shown and must be before thedate of the contract or the beginning of contract work.ii. Insurance must be maintained, and evidence of insurance mustbe provided for at least three (3) years after completion of thecontract of work.iii. If coverage is canceled or non-renewed, and not replaced withanother claims-made policy form with a Retroactive Date priorto the contract effective date, the Vendor must purchase“extended reporting” coverage for a minimum of three (3) yearsafter completion of contract work(6) Waiver of Subrogation. Licensee hereby grants to the City a waiverof any right to subrogation which any insurer of Licensee mayacquire against the City by virtue of the payment of any loss undersuch insurance. Licensee agrees to obtain any endorsement thatmay be necessary to affect this waiver of subrogation, but thisprovision applies regardless of whether or not the City has receiveda waiver of subrogation endorsement from the insurer.D. Acceptability of Insurers. Excepting the United States Longshoremen andHarbor Workers policy, Insurance shall be placed with insurers with a Bests’rating of not less than A:VI. Self-insured retentions, policy terms or othervariations that do not comply with the requirements of this section must bedeclared and approved by the City Risk Management Division in writing priorto execution of this License.E. Verification of Coverage

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(1) Licensee shall furnish City and State with certificates andendorsements evidencing the required insurance prior toexecution of the final agreement. Copies of policies shall bedelivered to State and City on demand. Certificate of insuranceshall be signed by Licensee’s authorized insurance broker.(2) For all insurance policy renewals during the term of thisLicense, Licensee shall send insurance certificates andendorsements reflecting the policy renewals directly to:City of Sacramento c/o EXIGIS LLCP.O. Box 947Murrieta, CA 92564 FAX: (888) 355-3559EMAIL: [email protected]. (3) City may withdraw its offer or cancel this License if the requiredcertificates of insurance and endorsements have not beenprovided prior to execution of this License. Failure to provideinsurance certificates and endorsements and keep suchcertificates and endorsements current will be considered amaterial breach by Licensee of this License.F. Contractors. Licensee shall require and verify that all contractors andsubcontractors maintain insurance coverage that meets the minimum scopeand limits of insurance coverage specified in subsections A, B and C above,except policy limits will not be less than $1,000,000.18.Taxes. Licensee shall pay any possessory interest or other tax, if any, imposed onLicensee, including its agents, or City, relating to the use of, or maintenance of, thePremises and any improvements on the Premises.19.Assignment and Sub-Licensing. Licensee shall not assign this License, or any interesttherein, and shall not sublicense the Premises or any part thereof, or any right or privilegeappurtenant thereto (except to an affiliate of Licensee under common management andcontrol), or suffer any other person (the agents, employees and invitees of Licenseeexcepted) to occupy or use the Premises, or any portion thereof, without the prior writtenconsent of City, which consent shall not be unreasonably withheld. A consent to oneassignment, sublicense, occupation or use by another person shall not be deemed to bea consent to any subsequent assignment, sublicensing, occupation, or use by anotherperson. Any such assignment or sublicensing without such consent shall be void, and shallat the option of City, terminate this License. This License shall not, nor shall any interesttherein, be assignable, as to the interest of Licensee, by operation of law, without the

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prior written consent of City. In addition, as set forth above, any assignment or sub-license would be subject to review and approval by the State.20.Surrender of License Not Merger. The voluntary or other surrender of this License byLicensee, or mutual cancellation thereof, shall not work as a merger, and shall, at theoption of City, terminate any existing sublicenses, or may, at the option of City, operateas an assignment to it of any or all such sublicenses.21.Joint and Several Obligations. If more than one individual or entity comprises Licensee,the obligations imposed on each individual or entity that comprises Licensee under thisLicense shall be joint and several.22.Binding Effect. This License shall be binding on the heirs, executors, administrators,successors, and assigns of the Parties, subject to the provisions of Section 19 above.23.Notices. Any notices or demands related to this License shall be in writing. They shall beserved either personally or by mail. If served personally, service shall be conclusivelydeemed made at the time of service. If served by mail, service of notices or demandsshall be conclusively deemed made as of the time of deposit in the United States mail,postage paid, certified mail, return receipt requested. All communications pertaining tothis License shall be addressed to the following representatives:City Representative: Convention & Cultural Services Dept.History Division/ Attn: Casey Wolfe551 Sequoia Pacific Blvd.Sacramento CA 95811916-808-7072Licensee Representative: Chris GallupDir of Marine Operations City Cruise Bay Area Chris.gallup@city experiences.comCity Cruises 20 California Street San Francisco, CA 94111With copy to [email protected] State Representative:Marlene Schroeder

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Public Land Management SpecialistLand Management DivisionCalifornia State Lands Commission100 Howe Avenue, Suite 100-South Sacramento, CA 95825-8202 916-574-2320Any party shall change the address for notice by giving written notice to the other party according to this section. 24.No Agency; Independent Contractor. Nothing in this License shall be construed to createany relationship between the Parties other than that of licensor and licensee. Except asexpressly provided in this License or as the Parties may specify in writing, neither Partyshall have authority, express or implied, to act on behalf of the other Party in any capacitywhatsoever as an agent. At all times during the term of this License, Licensee shall be anindependent contractor and no relationship of employer-employee shall exist betweenthe City and Licensee for any purpose whatsoever. Neither Licensee nor any of itsemployees or agents shall not be entitled to any benefits payable to employees of theCity.25.No Recording. Neither party shall record this License.26.Waiver. A Party’s failure to insist on strict performance of this License or to exercise anyright or remedy upon breach of this License will not constitute a waiver of theperformance, right, or remedy. A Party’s waiver of another Party’s breach of anyprovision in this License is not a continuing waiver or a waiver of any later breach of thesame or any other provision. No waiver will be effective unless it is in writing and signedby the waiving Party.27.Severability. If any portion of this License or the application thereof to any person orcircumstance shall be held invalid or unenforceable, the remainder of this License shallnot be affected thereby and shall be enforced to the greatest extent permitted by law.28.Enforcement of License. This License shall be governed, construed, and enforced inaccordance with the laws of the State of California. Venue of any litigation arising out ofor connected with this License shall lie exclusively in the state trial court or federal districtcourt located in Sacramento County, California, and the Parties consent to jurisdictionover their persons and over the subject matter of any such litigation in such courts, andconsent to service of process issued by such courts.29.Headings. The titles to the sections of this License are for convenience only and shallhave no effect upon the construction or interpretation of any part of this License, and anyrule of construction to the effect that ambiguities are to be resolved against the draftingparty shall not apply in the interpretation of this License.

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30.Rules and Regulations. City shall have the right from time to time to promulgatereasonable rules and regulations and amendments thereto for the safety, care andcleanliness of the Property in which the Premises are located and for the preservation ofgood order. Upon delivery of a copy of such rules and regulations or upon receivingwritten notice of such rules and regulations, together with a copy thereof, Licensee willcomply with the rules and regulations, and a violation of any of them shall constitute abreach of this License. If there is a conflict between the License and any rule or regulation,the License shall prevail. City shall make all reasonable efforts to enforce any such rulesand regulations uniformly against all licensees on the Premises.31.Attorney Fees. Except as required by Section 9 above, the Parties shall bear their owncosts and attorneys’ fees incurred in connection with this License.32.No Third-Party Beneficiaries. This License is solely for the benefit of the City and Licensee.It is not intended to benefit any third parties.33.Counterparts. The Parties may sign this License in counterparts, each of which isconsidered an original, but all of which constitute the same agreement. Facsimiles, pdfs,and photocopies of signature pages of the License have the same binding effect asoriginals.34.Authority. The person signing this License for Licensee represents and warrants thathe/she has accessed and read all contract documents and is fully authorized to sign thisLicense on behalf of Licensee and to bind Licensee to the performance of the License’sobligations.35.Entire Agreement. This License, which includes all attachments and all documents thatare incorporated by reference, contains the entire agreement between the Partiesand supersedes whatever oral or written understanding they may have had prior to theexecution of this License. No alteration to the terms of this License shall be valid unlessapproved in writing by both Parties.[Signature Page Follows] Page22of(Rev. 12/2023)
CITY OF SACRAMENTO:By: _ Megan Van Voorhis, Department Director For: Leyne Milstein, Interim City ManagerAPPROVED AS TO FORM:By: City AttorneyATTEST:By: ___________________________City Clerk Executed as of the day and year first above stated.HORNBLOWER YACHTS, INC. dbaCITY CRUISES ANCHORED BY HORNBLOWER:By: _____Name: ________________________Title:__________________________ __________________ State I.D. No. _______________________ City of Sac. Bus. Op. Tax. Cert. No. Exhibits: Exhibit A – Map of Premises Exhibit B – Tour Schedule

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Exhibit BTour Schedule Tours per Day Regular Season (April 1 - October 31 Tuesday – Wednesday 1Thursday – Sunday 2Off-Season (November 1 – March 31)Tuesday – Wednesday1Thursday – Sunday 2 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGEINSURER F :INSURER E :INSURER D :INSURER C :INSURER B :INSURER A :NAIC #NAME:CONTACT(A/C, No):FAXE-MAILADDRESS:PRODUCER(A/C, No, Ext):PHONEINSUREDREVISION NUMBER:CERTIFICATE NUMBER:COVERAGESIMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s).THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:(Per accident)(Ea accident)$$N / ASUBRWVDADDLINSDTHIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.$$$$PROPERTY DAMAGEBODILY INJURY (Per accident)BODILY INJURY (Per person)COMBINED SINGLE LIMITAUTOS ONLYAUTOSAUTOS ONLYNON-OWNEDSCHEDULEDOWNEDANY AUTOAUTOMOBILE LIABILITYY / NWORKERS COMPENSATIONAND EMPLOYERS' LIABILITYOFFICER/MEMBER EXCLUDED?(Mandatory in NH)DESCRIPTION OF OPERATIONS belowIf yes, describe underANY PROPRIETOR/PARTNER/EXECUTIVE$$$E.L. DISEASE - POLICY LIMITE.L. DISEASE - EA EMPLOYEEE.L. EACH ACCIDENTEROTH-STATUTEPERLIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)EXCESS LIABUMBRELLA LIAB$EACH OCCURRENCE$AGGREGATE$OCCURCLAIMS-MADEDED RETENTION $$PRODUCTS - COMP/OP AGG$GENERAL AGGREGATE$PERSONAL & ADV INJURY$MED EXP (Any one person)$EACH OCCURRENCEDAMAGE TO RENTED$PREMISES (Ea occurrence)COMMERCIAL GENERAL LIABILITYCLAIMS-MADE OCCURGEN'L AGGREGATE LIMIT APPLIES PER:POLICYPRO-JECTLOC

CERTIFICATE OF LIABILITY INSURANCEDATE (MM/DD/YYYY)
CANCELLATIONAUTHORIZED REPRESENTATIVEACORD 25 (2016/03)© 1988-2016 ACORD CORPORATION. All rights reserved.CERTIFICATE HOLDERThe ACORD name and logo are registered marks of ACORD

HIREDAUTOS ONLY
Willis Towers Watson Northeast, Inc.c/o 26 Century BlvdP.O. Box 305191Nashville, TN 372305191 USAHornblower Group, Inc.Pier 3 The EmbarcaderoSan Francisco, CA 94111 .SEE ATTACHEDCity of Sacramentoc/o EXIGIS Risk Management ServicesPO Box 947Murrieta, CA 92564 04/03/[email protected] Insurance Company23752National Fire Insurance Company of HartforGreat American Spirit Insurance Company2047833723American Longshore Mutual AssociationB8149Underwriters at Lloyd's London 15792The Steamship Mutual Underwriting AssociatB0872W38584754A 5,000,0005,000,0005,000Garage Keepers Legal Liab.Liquor Liability5,000,0005,000,0005,000,000YMAPL2410000945-0612/31/202412/31/2025B 1,000,00012/31/202512/31/20247095028153A 4,000,00025000MAXS2410000946-0612/31/202412/31/20254,000,000WC 409268512CY 1,000,00012/31/202412/31/20251,000,0001,000,000DWorkers Compensation andE.L Each AccidentALMA01135-0712/31/202412/31/2025E.L. DISEASE -EA EMPYPer Statute (USL&H) E.L. Disease -Policy390648027559556SR ID:BATCH:$1,000,000$1,000,000$1,000,000 WTW Certificate CenterPage 1 of 3

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,FORM NUMBER: FORM TITLE:ADDITIONAL REMARKSADDITIONAL REMARKS SCHEDULEPage of AGENCY CUSTOMER ID:LOC #:AGENCYCARRIER NAIC CODEPOLICY NUMBERNAMED INSUREDEFFECTIVE DATE:Hornblower Group, Inc.Pier 3 The EmbarcaderoSan Francisco, CA 94111Marine General LiabilityCarrier / PercentageAscot Insurance Company (lead) / 30%Continental Insurance Company (CNA) / 20%Endurance American Insurance Company (Sompo) / 10%United Fire & Casualty Company (Tango) / 10%XL Specialty Insurance Company (AxaXL) / 10%Starr Indemnity & Liability Company / 7.5%Beazley Insurance Company / 5%National Union Fire Insurance Company of Pittsburgh (AIG) / 5%Navigators Insurance Company (Hartford) / 2.5%Excess Policy:Carrier / PercentageAscot Insurance Company (lead) / 30%Continental Insurance Company (CNA) / 20%Endurance American Insurance Company (Sompo) / 10%United Fire & Casualty Company (Tango) / 10%XL Specialty Insurance Company (AxaXL) / 10%National Union Fire Insurance Company of Pittsburgh (AIG) / 10%Starr Indemnity & Liability Company / 7.5%Navigators Insurance Company (Hartford) / 2.5%Re: Passenger Vessel Concession Agreement 2009-0671-05.The City of Sacramento, its officials, employees and volunteers are included as additional insureds as respects toGeneral Liability.Waiver of Subrogation applies in favor of Additional Insureds with respects to Workers Compensation as permitted bylaw.INSURER AFFORDING COVERAGE: Underwriters at Lloyd's London NAIC#: 15792POLICY NUMBER: B080194989M24 EFF DATE: 12/31/2024 EXP DATE: 12/31/2025TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT:Hull and Machinery Limit Per Vessel Schedule 2 3Willis Towers Watson Northeast, Inc.See Page 1See Page 1 See Page 1See Page 125 Certificate of Liability Insurance W38584754CERT:3906480BATCH:27559556SR ID:

CONTRACT

ROUTING SHEET
Contract Cover/Routing Form: Must Accompany ALL Contracts; however, it is NOT part of the contract.

General Information (Required)
Original Contract # (supplements only): ________ Supplement/Addendum #: ___________________ Assessors Parcel Number(s): ________________________________________________________________ Contract Effective Date: _________ Contract Expiration Date (if applicable): _________ $ Amount (Not to Exceed): ______________________ Adjusted $ Amount (+/-): _____________________ Other Party: ______________________________________________________________________________ Project Title: _____________________________________________________________________________ Project #: ____________________________________ Bid/RFQ/RFP #: ___________________________ City Council Approval: if YES, Council File ID#: __________ Contract Processing Contacts
Department: ______________________________
Contract Coordinator: _______________________
Project Manager: ___________________________
______
Department Review and Routing
(Signature) (Date)
(Signature) (Date)
(Signature) (Date)
(Signature) (Date)
Special Instruction/Comments (i.e. recording requested, other agency signatures required, etc.) _______________________________________________________________________________________ ------------------FOR CLERK & IT DEPARTMENTS ONLY DO NOT WRITEBELOW THIS LINE------------------ Sac Brew Boat, LLC
License Agreement for waterfront dock operations
P24171011001
Josh Gibson
Casey Wolfe [email protected]
YES
Convention & Cultural Services

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CITY OF SACRAMENTO RIVERFRONT DOCK LICENSE AGREEMENT THIS LICENSE (License) is executed at Sacramento, California when fully executed by both parties (Effective Date) between the City of Sacramento, a municipal corporation (City), and Sac Brew Boat, LLC, (Licensee). City and Licensee may be referred to collectively as Parties or in the singular as Party, as the context requires. 1. License. A. Non-Exclusive License. City leases the Premises located at the Visitor Boat Dock, as shown in Exhibit A attached hereto and incorporated herein, from the State of California, State Lands Commission (State) pursuant to City Agreement 86013 executed on July 1, 1986. Upon the terms and conditions set forth in this License, City hereby grants to Licensee a non-exclusive license to enter and use the Premises. B. State Approval. The City shall use reasonable, good faith efforts to obtain the States approval of a sublease (Sublease) of the Subleased State Parcel to Licensee pursuant to Section 4 of Agreement number 86013. The Parties agree that the Citys failure to obtain the States approval as provided in this section shall not constitute a breach of this License by City. Licensee acknowledges that commencing with operations prior to approval by the State is done so at the Licensees own risk and the City will not be liable for any damages, including consequential damages, incurred by Licensee should the State deny approval of the License or Licensees use of the Premises. 2. Term of License. A. Initial Term. The initial term of this License shall be for five (5) years beginning on the Effective Date (Initial Term), unless extended or sooner revoked or terminated pursuant to the terms of this License. B. Extended Terms. By mutual agreement of the Parties, this License may be extended on all the terms and conditions contained herein for one (1) additional period to run through April 1, 2035 (Extended Term) following expiration of the Initial License Term. Licensee may exercise the Extended Term by giving written notice to City at least six (6) months but not more than one (1) year before the expiration of the Initial License Term. If Licensee has been in default under this License in the one-year period prior to the date the Extended Term, is set to commence, the City, at its sole discretion, may deny commencement of the

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Extended Term, at which point this License shall expire at the end of the Initial License Term.. The City reserves the right to re-evaluate the fair market rate of the Moorage Fee in Section 5A, prior to execution of the Extended Term. If the City determines that a correction to the Moorage Fee is appropriate the City will notify the Licensee at least fifteen (15) months prior to the expiration of the Initial License Term. If Licensee has been in default under this License in the one-year period prior to the date the Extended Term is set to commence, the City, at it sole discretion, may deny commencement of the Extended Term, at which point this License shall expire at the end of the Initial License Term. C. Holdover. If Licensee shall for any reason hold over beyond the Initial Term or Extended Term with the consent, expressed or implied, of City, such holding over shall be month-to-month only, subject to the terms and conditions of this License but shall not be a renewal of the License; and the consideration to be paid shall be at rates then prevailing under the terms of this License. 3. Use of Premises. A. Nature of Use Allowed. Licensee shall only use the Premises for purposes of mooring and operation of passenger vessel concession on the Sacramento River as described in Section 7 of this Agreement. Licensee shall not use the Premises for any other use without the prior written consent of City. B. Condition of the Premises. City makes no representations or warranties of any kind, express or implied, written or oral, about any of the following: the physical condition of the Premises; the suitability of the Premises for Licensees anticipated use; any limitations on Licensees use of the License area, including limitations arising from environmental laws or other laws, regulations, or governmental requirements; security of the Premises for the specified use; the provision of security devices; or the costs of conducting Licensees business on the Premises. By agreeing to accept this License, Licensee accepts the Premises as is and acknowledges that the Premises are satisfactory for Licensees purposes. Licensee will make the Premises safe for any activity under Licensees care and control on the Premises, whether or not permitted activities, and City is not and shall not be obligated to make Premises safe or suitable for use by Licensee or for anyone on the Premises at the invitation or sufferance of Licensee, or otherwise to prepare the Premises or access to the Premises in any manner whatsoever. Upon termination or expiration of this License, Licensee shall restore the Premises to the condition they were in prior to Licensees entry; provided that any permitted alterations to the Premises shall belong to City. C. Operating Hours. Operating hours for Licensees use of the Premises shall be

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seven (7) days a week, from the hours of 7 a.m. to 10 p.m., unless otherwise mutually agreed to in writing by the Parties. If Licensee needs access to the Premises outside the Operating Hours due to a special event or unusual circumstances, Licensee must request access by calling the City Representative listed in Section 23 below. City shall respond to Licensees request within 24 hours and may approve or deny Licensees request in the Citys sole discretion. Licensee acknowledges and agrees it has no right to appeal or seek reconsideration of any request to change the Operating Hours due to a special event or unusual circumstances that is denied by the City under this section. D. City Access. City shall have unrestricted access to the dock, wharf, pier, barge, mooring area, or publicly owned areas adjacent to the Premises at all times during the term of this License. Licensee shall not cause any interference with the continuous and uninterrupted use of the Premises by the City, its officers, agents, contractors, licensees, or others. E. State Requirements. Licensee shall comply with any and all terms and conditions imposed by the State regarding use of the Premises. F. Maintenance. Licensee shall, at all times during the term of this License, maintain the Premises and any Licensee improvements and other appurtenances in good, safe condition and operating order. Such maintenance shall be at Licensees sole cost and expense. G. Garbage, Waste & Recycling. Licensee shall conduct the operation of the Premises in such a way as to prevent the escape of garbage and debris from the passenger vessel. Licensee shall not store, keep, or maintain any garbage, debris, garbage receptacle(s), or recycling receptacle(s) upon the dock, barge, pier, or gangway. Licensee agrees to haul garbage to the shared garbage receptacles at the public market. Licensee shall not throw, deposit, discharge, or otherwise place any refuse, garbage, debris, bait, sewage, or waste matter of any description upon the Premises, Citys real property, the States property, or into the waters of the Sacramento River. Licensee shall tie all trash bags prior to placing trash bags in garbage receptacle(s) in the service court area assigned to Licensee. After placement of garbage in the receptacle, Licensee shall ensure that the lid on the garbage receptacle(s) into which Licensees trash is placed is closed and locked. Licensee shall ensure that all boxes are broken down and placed inside of the recycle receptacles. Licensee acknowledges that the service court area is a shared space and Licensee shall be mindful of other licensees needing to use the garbage and recycle receptacles. Licensee shall implement waste management practices for its dumpsters and tallow bins to ensure that trash, waste, and grease are not washed into the storm drain system. Restaurants shall implement proper fats, oil and grease (FOG) control practices to prevent discharge of FOG to the Citys sewer system per Sacramento City Code Chapters 13.08 and 13.16.

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H. Business Management. Licensee will operate and manage its service operation in a first class, businesslike manner. Licensee shall ensure that its employees conduct themselves at all times in a professional manner. Licensee shall maintain a staff adequate to operate and administer any services performed on the Premises in a safe and quality manner. Licensee shall further ensure that a competent representative of Licensee is in attendance on the Premises at all times during the hours of operation of the Premises to make decisions binding on the operation. In addition, Licensee shall furnish City with the name of the person(s) who will be responsible for the daily on-site operation and management of the Premises. I. Non-interference; Nuisance. Licensee shall not interfere in any manner with the use or enjoyment of the Premises by City, State, or the general public. Licensee shall at all times conduct its use of the Premises in such a manner that will not constitute a public or private nuisance. J. Improvements. Licensee shall not alter, modify, or improve the Premises without prior written approval from City. If approved by City, the alterations, modifications, or improvements shall be installed in accordance with plans and specifications approved in writing by City prior to installation. Licensee shall not deviate from the City-approved plans and specifications without prior written consent from City. Licensee shall coordinate any modification of the Premises and associated infrastructure with the City Representative specified in Section 23 below. Any permitted alterations to the Premises shall be at Licensees sole expense and shall become at once a part of the realty and belong to City. Licensee shall keep the Premises free from any liens arising out of any work performed, material furnished, or obligations incurred. K. No Liens. Licensee shall not suffer or permit any lien of mechanics or material suppliers to be placed against the Premises with respect to work or services performed or claimed to have been performed for Licensee or materials furnished or claimed to have been furnished to Licensee or to the Premises on behalf of or for the benefit of Licensee. City has the right, at all times, to post and keep posted on the Premises any notice that it considers necessary for protection from such liens. If any such lien attaches or Licensee receives notice of any such lien, Licensee shall cause the lien to be released and removed of record within ten (10) days after receipt of the written demand of City L. Signs. Licensee shall not place or permit to be placed any sign, decoration, marquee or awning on the Premises. M. Damage to Premises. Licensee shall not use the Premises in any manner that damages City property. Licensee will be liable to City for any damage to City property that is in any way related to Licensees use of the Premises, including any

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damage caused by Licensees officers, employees, agents, contractors, volunteers, or invitees. City will charge Licensee the Citys full cost to repair the damage and Licensee shall have no claim or right against City for the costs of repair or replacement. Upon discovery of any damages to City property at the Premises, Licensee shall be responsible for providing written notice to the City of the damages so the City can undertake any necessary repairs within a reasonable time. N. Records. Licensee shall, at all times during the term of this License and for a period of three years thereafter, keep true, accurate, and complete financial records and accounts of its operations under this License. Upon reasonable notice by City, Licensee shall permit the City to inspect, audit and copy its records related to its conduct of passenger vessel tours. O. Alcohol. Licensee shall restrict the consumption of alcoholic beverages brought onto its vessels by its patrons to its vessels. Licensee shall not cause (and will take good faith efforts to prohibit) any alcoholic beverages to be consumed on the dock, wharf, pier, gangway, or mooring area of the Premises, or on any other public property, without first obtaining all necessary governmental approvals, permits, and licenses. Licensee shall not sell or serve alcoholic beverages on its vessels or the Premises. 4. Compliance with Laws. A. Licensee shall, at its sole cost and expense, comply (and require its contractors, agents, employees, and invitees to comply) with all applicable federal, state, and local laws, regulations, and requirements pertaining to use of the Premises, including without limitation the following: (1) Disability Access Laws. Licensee must use and operate the Premises in compliance with federal and state disability access laws, including without limitation the Americans with Disabilities Act (ADA). If Licensee makes alterations to the Premises that trigger additional requirements under federal and state disability access laws, it shall be Licensees sole responsibility to comply with the disability access law requirements; City shall have no responsibility to make any alterations to the Premises required by federal and state disability access laws. (2) Environmental Laws. Licensee must comply with all applicable federal, state and local laws, ordinances and regulations (including consent decrees and administrative orders) relating to public health and safety and protection of the environment (Environmental Laws). Licensee will not permit to occur any release, generation, storage, disposal or

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treatment of any hazardous material as that term is defined in any of the Environmental Laws. Licensee shall immediately notify City of any such release, generation, storage, disposal, or treatment and Licensee shall take such necessary remediation measures at Licensees sole cost and expense to remedy the situation to the complete satisfaction of City. Licensee shall immediately notify City of any complaints, citations, inquiries or notices from any governmental entity relating to compliance with Environmental Laws. Licensee represents, warrants and covenants that all governmental permits relating to the use or operation of the Premises required by applicable Environmental Laws are and will remain in effect, and Licensee will comply with them. (3) Occupational Safety and Health Laws. Licensee must comply with applicable state and federal occupational safety and health acts and regulations. (4) City Rules and Regulations. Licensee must comply with all City rules and regulations applicable to Licensees use of the Premises, as specified in Section 30 below. B. The judgment of any court of competent jurisdiction, or the admission of Licensee in any action or proceeding against Licensee, whether City be a party thereto or not, that Licensee has violated any such ordinance or statute in the use of the Premises shall be conclusive of the fact as between City and Licensee. If any failure by Licensee to comply with any such laws, regulations, and rules shall result in any fine, penalty, cost or charge being assessed, imposed or charged against City, Licensee shall reimburse and indemnify City for any such fine, penalty, cost or charge, including without limitation, attorneys fees, court costs, and expenses. 5. Fees. A. Moorage Fee. Licensee shall pay to the City a Moorage Fee of $440 per month to be paid monthly based on 40 linear feet of dock at $11/lf/mo for a total annual fee of $5,280. B. Percentage Rent. In addition to the Moorage Fee, Licensee shall pay to the City five percent (5%) of its gross receipts or percentage rent (defined below). Licensee shall furnish a report showing all gross receipts derived from the operation for that period. The report shall separately itemize all deductions from the Gross Receipts. (1) The term Gross Receipts means all money, cash, receipts, receivables, assets, property, or other things of value including, but not limited to, the

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entire price charged for all tickets, passenger vessel tour passes, novelties, merchandise sold, and services, whether or not payment is made prior to, or at the time of the tour. (2) There shall be deducted from the Gross Receipts only the following: a) Sales and excise taxes related to a passenger vessel tour required to be collected by Licensee, its agents, or employees. b) Federal, state, municipal, or other taxes required by law to be collected by Licensee, but the amount of such taxes shall be shown on the books and records required to be kept and maintained by Licensee under this License. c) Sums refunding on a sale previously included in the Gross Receipts. C. Payment. The Moorage Fee must be paid on or before the first day of each month. The Percentage Rent applicable to the preceding months Gross Receipts must be paid on or before the 20th day of the next month. Any other charges arising from Licensees use of the Premises are due upon written notice from City. All fees and charges shall become delinquent on the 10th day after payment is due. If any payment is delinquent as provided herein, a delinquency charge of 10% shall be added to the amount due. Payment shall be made by check mailed to the City Representative identified in Section 23 below. 6. Records. Tenant shall, at all times during the term of this Lease and for a period of 3 years thereafter, keep true, accurate, and complete financial records and accounts of its operations under this Lease and such other financial or business records as may be required by City. City shall have the right at all reasonable times to examine and audit these records and accounts. In maintaining records, Tenant must comply with the following: A. Gross Receipts Report. Tenant agrees to furnish to City no later than 10 days after the end of each calendar month, a report showing all Gross Receipts derived from the operation of the Premises for that month. B. Sales Tax Returns. Tenant shall furnish to City a copy of each and every sales tax return submitted to the State Board of Equalization during the entire term of this Lease, no later than 15 days after the filing dates established by the State. C. Annual Financial Statement. An annual financial statement in accordance with Generally Accepted Accounting Principles (GAAP), including the computation of Gross Receipts, prepared by Tenant and reviewed by an Independent Accountant must be submitted to City no later than sixty (60) days after the end of the first

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full calendar year of the Lease and each subsequent calendar year during the Lease. D. City Audit. If City is not satisfied with the records or statements submitted by Tenant, City shall have the right to make a special audit by auditors selected by City of the books and records required to be made and prepared by Tenant. If this special audit shows an understatement of Gross Receipts for any period covered in excess of 1%, the amount thereof plus interest and the cost of the audit shall be paid promptly to City by Tenant. If the audit discloses an overstatement of Gross Receipts in excess of 1%, City shall reimburse Tenant accordingly. E. County Records. Tenant shall keep County of Sacramento, Environmental Management Department, Food Facility permits and inspection records on the Premises. City shall have the right at all reasonable times to examine these records. 7. City Provided Facilities and Services. City shall provide the following: A. Non-exclusive access to solid waste receptacles at the public market service court located at 1100 Front Street. B. The City shall provide the following utility service connections at the flood wall dockside in the immediate vicinity of the Visitor Boat Dock: (1) Water: Potable water from 1 line at 40 PSI The City shall provide the above service connections at no cost to Licensee. Licensee shall provide necessary hookups and pay for utility services to vessels and any storage buildings. C. The City shall maintain the Premises, wharves, docking, and access areas adjacent to the Premises. D. Exception to City Replacement and Maintenance. Notwithstanding the foregoing City replacement and maintenance obligations set forth in this section, if the need for such replacement or maintenance is caused in whole or in part by the neglect, fault, omission, or deliberate act of Licensee, its agents, employees, or invitees, or by unauthorized breaking and entering, Licensee shall pay to City the cost of such replacement and maintenance. The City shall not be responsible for the costs of repairing the wharves, docking, and access areas due to any user abuse or

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negligence. Furthermore, City shall have no obligation to replace or maintain until a reasonable time after the receipt by City of written notice from Licensee of the need for replacement or maintenance. There shall be no liability to City by reason of any injury to or interference with Licensees business arising from the making of any replacements or maintenance service to any portion of the Premises. 8. Licensee Provided Facilities and Services. Licensee shall provide the following: A. Licensee shall provide boat tours to the general public that originate and terminate from the Premises in accordance with the terms of this Agreement. Sac Brew Boat will be conducting a 90-minute river charter on three unique small passenger vessels; two 18-passenger Tiki Boats and one 6-passenger Party Pontoon boat. The Visitor Dock will remain the Home Port for these boats. Passengers and guests will board and disembark at the Visitor Dock. Any material change to this schedule must be approved in writing in advance by the Director; provided, however, Licensee may adjust the schedule from time to time depending on external factors beyond the control of the Licensee, such as weather, conflicting events, market and economic conditions and related activities. B. Licensee shall furnish, at its sole cost and expense, the United States Coast Guard approved vessels as approved in writing by City, and all supplies, fixtures, equipment, personnel, and security necessary for the safe operation, maintenance, and improvements of the vessel. Any change of vessel must be approved in writing in advance by the City. C. Licensee shall not conduct re-fueling or major repairs to its vessel on the Premises, Citys real property or the States parcel, except with the advance written consent of the City, and in no event shall any repairs be conducted upon the wharves, docking, or access areas in the proximity to the Premises. Licensee agrees that no welding equipment, burning torch, or any other open flame apparatus shall be used within the confines of the Premises, Citys real property, or the States parcel without prior written authorization of the City and then only in the area and within the time specified by the City in the written authorization. D. At its sole cost and expense, Licensee shall assure that the Premises are kept in a safe, clean, wholesome, and sanitary condition and shall conduct its passenger vessel operation in such way as to prevent the escape of litter, pollution or debris from its activities into the Sacramento River and adjoining property. Licensee shall ensure that any obstacles such as ladders, ropes, boat gear, or other materials and equipment do not obstruct, interfere, or create a safety hazard for the free passage along the dock, wharf, pier, gangway, or areas adjacent to the Premises. E. Licensee shall assume the responsibility and expense for the installation of all

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utilities not required to be provided by City hereunder, all utility hookups, and all telephone and internet service, gas, electrical services, and disposal of garbage in connection with all activities incident to Licensees operations. F. Licensee shall assume the responsibility for assuring that their vessel is accessible from their site. Licensee will be responsible for construction and installation of any improvements necessary for their operation. G. All signage on the Premises, including advertisements, shall be executed in the correct period letter style and color as indicated in the Guidelines for Signs for the Old Sacramento Historic District incorporated herein by reference as if set forth here at in full and shall be subject to review and approval in writing by the Director or the Directors authorized representative. H. Subject to approval in writing by the Director, Licensee may operate other tours, excursions, special events, charters, and other passenger and vessel-related activities from the Premises. Other passenger and vessel-related activities must be consistent with operations of a vessel of that type, consistent with a family- and tourist-oriented destination. 9. Assumption of Risk. Licensee agrees to use the Premises at Licensees own and sole risk. Licensee assumes all liability and shall release and hold City and State harmless for loss or injury to its patrons, guests, employees, officers and agents, or damage to property and equipment, tools, machinery or other materials. Licensee agrees that neither City or State shall in any manner be liable to any vessel, person, or entity for any occurrence arising out of or related to Licensees use of the Premises or operation of vessels from the Premises. 10. Indemnity. Licensee shall defend, hold harmless and indemnify the State and City, their officers and employees, and each and every one of them, from and against any and all actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, costs and expenses of every type and description, including, but not limited to, any fees and/or costs reasonably incurred by the State and Citys staff attorneys or outside attorneys and any fees and expenses incurred in enforcing this provision (hereafter collectively referred to as Liabilities), including but not limited to Liabilities arising from personal injury or death, damage to personal property, real property, or the environment, contractual or other economic damages, or regulatory penalties, arising out of or in any way connected with the use of the Premises by Licensee, any contractor, consultant or agent, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, whether or not (i) such Liabilities are caused in part by a party indemnified hereunder or (ii) such Liabilities are litigated, settled or reduced to judgment; provided that the foregoing indemnity does not apply to liability for any damage or expense for death or bodily injury to persons or damage to property to the extent arising from the

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sole negligence or willful misconduct of the State or City, their agents, servants, or independent contractors who are directly responsible to the State or City, except when such agents, servants, or independent contractors are under the direct supervision and control of Licensee. The provisions of this Section 9 shall survive any expiration or termination of this License. 11. Limitation on Damages. Licensee agrees that neither the State, City, nor any of their officers, agents or employees, shall be liable for any damages, including consequential damages, incurred by Licensee, as a result of the termination of this License or the unavailability of the Premises for use by Licensee, irrespective of the cause of such termination or unavailability. 12. Requests to Relocate; Emergencies. A. The City shall maintain the right to control access to the Premises and Citys real property for reasons of public health and safety. B. Licensee agrees to remove its vessel from moorage at the Premises at Licensees own expense upon request by the City whenever, in the Citys reasonable opinion, it is necessary in the event of an emergency. City shall have the right to bar access to the Premises for the duration of the emergency and any period reasonably necessary thereafter to remedy the effects of the emergency. C. Licensee agrees to remove its vessel from moorage at the Premises at Licensees own expense when the State, U.S. Coast Guard, or other governmental agency with management, control, or oversight of the States waterways deems it necessary to move a vessel in the event of an emergency, flood, or other natural disaster or in advance of the occurrence of an emergency, flood, or other natural disaster. D. Licensee agrees to remove its vessel from moorage at the Premises at Licensees own expense should the City, State, or other governmental agency advise of the need to perform repairs or maintenance for all or a portion of the dock, wharf, pier, barge, or mooring area. City will provide reasonable notice of such repairs, to the extent it is not an emergency, so Licensee may have an opportunity to relocate its vessel to another location. Licensee acknowledges and understands that the dock is owned by the State who may need, from time to time, to perform routine, regular, emergency, or required maintenance to the dock, wharf, pier, barge, or moorage area or in areas adjacent to the Visitor Boat Dock, which is reasonably expected to materially restrict Licensees access of the Premises. City will work with Licensee in good faith in such a situation to determine if there is another suitable City-owned, leased, or sub-leased location for Licensee to relocate while repairs or maintenance are being performed at the Premises.

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E. Licensee agrees to remove its vessel at Licensees own expense upon direction by any governmental agency whose responsibility it is to maintain the safety or the rate of flow of the Sacramento River including, but not limited to, the U.S. Army Corps of Engineers and the U.S. Bureau of Reclamation. F. In the event a vessel for which Licensee is responsible should become wrecked, sunken, damaged, or destroyed by fire or any other means on the Sacramento River, Licensee shall mark its position immediately by buoy dry beacon if during the day, or by an electric light visible for 100 yards during the night and maintain such markings until the obstruction is removed; and Licensee must remove the vessel within 48 hours at Licensees sole cost and expense. G. In addition to the above provisions of Section 10, Licensee agrees that neither the State, City, nor any of their officers, agents or employees, shall be liable for any damages, including consequential damages, incurred by Licensee, as a result of the removal of the vessel or unavailability of the Premises due to an emergency or when repairs or maintenance is required. H. If all or a portion of the Premises is materially damaged by fire, flood, natural disaster, or other emergency (Casualty Damage), City shall repair such Casualty Damage as soon as reasonably practicable and restore the Premises to substantially the same condition as existed prior to the Casualty Damage; provided however, if City determines, in its sole discretion, that it does not possess sufficient funding to carry out those repairs, then it may terminate this License upon 30 days advanced written notice to Licensee. Additionally, should Casualty Damage prevent Licensee or its invitees from safely and continuously using the Premises and such damage cannot reasonably be repaired by City within 180 days, then Licensee may terminate this License on 30 days advanced written notice to City. 13. Coast Guard Certificates. Prior to beginning any passenger vessel tours on the Sacramento River, Licensee must submit to City a valid United States Coast Guard Certificate of Inspection (Certificate) and shall promptly notify the City Representative identified in Section 23 below in the event the Certificate is suspended, expired or otherwise invalid. Failure to comply with this requirement shall result in an immediate termination of this License. At all times during the term of this License, Licensee shall comply with all conditions and restrictions in the Certificate. 14. Entitlements. Licensee shall, at its sole cost and expense, obtain all necessary local land use entitlements, building permits, and any local, county, state or federal permits and approvals required for Licensees use of the Premises hereunder. This License shall not be construed as a waiver of any governmental requirement.

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15.Hazardous Materials. Licensee shall not use, store, release or otherwise introduce onto the Premises any material, substance, chemical or waste identified as hazardous, toxic or dangerous in any applicable federal, state, or local law or regulation (collectively Hazardous Material) in violation of applicable law. Licensee shall be solely responsible for the complete cost of removal and/or remediation of any Hazardous Material that is introduced or brought onto the Premises by Licensee, and Licensee shall defend and indemnify City, its officers and employees from and against any claims or other liabilities therefor in accordance with the provisions of Section 9 above. As used in this section, Licensee shall mean and include Licensee, its contractors and agents, and their respective officers, employees, contractors and agents. 16. Termination. Either party shall have the right to terminate this License at any time for any reason by giving thirty (30) days prior written notice of termination to Licensee. If City gives such notice of termination, Licensee shall within the following thirty (30) days cease use of the Premises pursuant to this License. Election by the City to terminate this License shall not prejudice any rights or claims City may have for sums remaining due, damages, or pursuit of such other remedies as may be available to City by law or equity; all remedies of the City are cumulative and not alternative. When appropriate, City may also elect to declare Licensee in default by providing written notice for failure to pay any Fees as required by this License or for violating any term, provision, or condition of this License. When providing written notice of any violation of the terms, provisions, or conditions of this License, the City may allow Licensee a reasonable time to cure the default. If Licensee fails to cure the default within the time provided, City may immediately terminate the License for cause. Licensee waives all claims against City for damages that may be caused by the Citys termination of this License. 17. Abandonment of Premises. If Licensee abandons, vacates, or surrenders the Premises, or is dispossessed by process of law, or otherwise, any personal property belonging to Licensee and left on the Premises shall be deemed to be abandoned at the option of City. 18. Insurance. During the term of this License, Licensee shall maintain in full force and effect at its own cost and expense the following insurance coverage. By requiring the insurance herein, City does not represent that the coverage and limits will necessarily be adequate to protect Licensee. It is understood and agreed by Licensee that the required insurance coverage and limits shall not be deemed as a limitation on Licensees liability under the indemnities granted to City in this License. Insurance requirements are subject to review and revision every year, upon the anniversary of the Effective Date, to assure that policy terms, conditions and limits are maintained in accordance with current insurance industry standards for comparable operations. A. Minimum Scope & Limits of Insurance Coverage

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(1) Marine Protection and Indemnity Insurance Marine Protection and Indemnity Insurance including collision providing coverage on an occurrence basis for bodily injury, including death, of one or more persons, property damage and personal injury, arising out of activities performed by or on behalf of Licensee, or its contractors, with limits of not less than two million dollars ($2,000,000) per occurrence. The policy shall include United Licensees Longshoremen and Harbor Workers and Jones' Act coverage with statutory limits. Additionally, the policy shall include a waiver of subrogation in favor of the City of Sacramento. There shall be no exclusions for host liquor liability, marine operations and no exclusions for losses caused by explosion. The City shall be named as an additional insured. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. (2) Excess Insurance the minimum limits of insurance required above may be satisfied by a combination of primary and umbrella or excess insurance coverage; provided that any umbrella or excess insurance shall contain, or be endorsed to contain, a provision that it shall apply on a primary basis for the benefit of the City and State, and any insurance or self-insurance maintained by City, or State, and their officials, employees, or volunteers shall be in excess of such umbrella or excess coverage and shall not contribute with it. (3) Workers Compensation Insurance with statutory limits, and Employers Liability Insurance with limits of not less than one million dollars ($1,000,000). The Workers Compensation policy shall include a waiver of subrogation in favor of the City. (4) Hull and Machine Insurance including coverage for special perils is required for all vessels operating under this License against loss or damage including fire, flood or other acts of nature, and vandalism. Such vessels shall be insured for agreed value or replacement cost and name the City as loss payee. (5) Vessel Pollution Liability Insurance with limits of not less than $2,000,000 naming the City as an additional insured and including a waiver of subrogation. B. Additional Insured Coverage (1) Marine Protection and Indemnity Insurance with limits of not less than

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$2,000,000. The State, City, and their officials, employees and volunteers shall be covered by policy terms or endorsement as additional insured as respects marine protection and indemnity arising out of: activities performed by or on behalf of the Licensee and its contractors. C. Other Insurance Provisions. The policies are to contain or be endorsed to contain the following provisions. (1) Licensees insurance coverage, including excess insurance, shall be primary as respects the State and the City, and their officials, employees and volunteers. Any insurance or self-insurance maintained by the State or City, and their officials, employees or volunteers shall be in excess of Licensees insurance and shall not contribute with it. (2) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the State and City, and their officials, employees and volunteers. (3) Coverage shall state that Licensees insurance shall apply separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurers liability. (4) The City and State will be provided with thirty (30) days written notice of cancellation or material change in the policy language or terms. (5) If any of the required policies provide coverage on a claims-made basis: i. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained, and evidence of insurance must be provided for at least three (3) years after completion of the contract of work. iii. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Vendor must purchase extended reporting coverage for a minimum of three (3) years after completion of contract work (6) Waiver of Subrogation. Licensee hereby grants to the City a waiver of any right to subrogation which any insurer of Licensee may acquire against the City by virtue of the payment of any loss under such insurance. Licensee agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

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(7) Acceptability of Insurers. Insurance shall be placed with insurers with a Bests rating of not less than A:VI. Self-insured retentions, policy terms or other variations that do not comply with the requirements of this section must be declared and approved by the City Risk Management Division in writing prior to execution of this License. (8) Verification of Coverage i. Licensee shall furnish City and State with certificates and endorsements evidencing the required insurance prior to execution of the final agreement. Copies of policies shall be delivered to State and City on demand. Certificate of insurance shall be signed by an authorized representative of the insurance carrier. ii. For all insurance policy renewals during the term of this License, Licensee shall send insurance certificates and endorsements reflecting the policy renewals directly to: City of Sacramento c/o EXIGIS LLC P.O. Box 947 Murrieta, CA 92564 FAX: (888) 355-3559 EMAIL: [email protected]. iii. City may withdraw its offer or cancel this License if the required certificates of insurance and endorsements have not been provided prior to execution of this License. Failure to provide insurance certificates and endorsements and keep such certificates and endorsements current will be considered a material breach by Licensee of this License. (9) Contractors. Licensee shall require and verify that all contractors and subcontractors maintain insurance coverage that meets the minimum scope and limits of insurance coverage specified in subsections A, B and C above, except policy limits will not be less than $1,000,000. 19. Taxes. Licensee shall pay any possessory interest or other tax, if any, imposed on Licensee, including its agents, or City, relating to the use of, or maintenance of, the Premises and any improvements on the Premises. 20. Assignment and Sub-Licensing. Licensee shall not assign this License, or any interest therein, and shall not sublicense the Premises or any part thereof, or any right or privilege

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appurtenant thereto, or suffer any other person (the agents, employees and invitees of Licensee excepted) to occupy or use the Premises, or any portion thereof, without the prior written consent of City. A consent to one assignment, sublicense, occupation or use by another person shall not be deemed to be a consent to any subsequent assignment, sublicensing, occupation, or use by another person. Any such assignment or sublicensing without such consent shall be void, and shall at the option of City, terminate this License. This License shall not, nor shall any interest therein, be assignable, as to the interest of Licensee, by operation of law, without the prior written consent of City. In addition, as set forth above, any assignment or sub-license would be subject to review and approval by the State. 21. Surrender of License Not Merger. The voluntary or other surrender of this License by Licensee, or mutual cancellation thereof, shall not work as a merger, and shall, at the option of City, terminate any existing sublicenses, or may, at the option of City, operate as an assignment to it of any or all such sublicenses. 22. Joint and Several Obligations. If more than one individual or entity comprises Licensee, the obligations imposed on each individual or entity that comprises Licensee under this License shall be joint and several. 23. Binding Effect. This License shall be binding on the heirs, executors, administrators, successors, and assigns of the Parties, subject to the provisions of Section 19 above. 24. Notices. Any notices or demands related to this License shall be in writing. They shall be served either personally or by mail. If served personally, service shall be conclusively deemed made at the time of service. If served by mail, service of notices or demands shall be conclusively deemed made as of the time of deposit in the United States mail, postage paid, certified mail, return receipt requested. All communications pertaining to this License shall be addressed to the following representatives: City Representative: Convention & Cultural Services Dept. History Division/ Attn: Casey Wolfe 551 Sequoia Pacific Blvd. Sacramento CA 95811 916-808-7075 Licensee Representative: Sac Brew Boat Chris Ferren Cirino 3411 College Ave. Sacramento, CA 95818 530-902-4193

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State Representative: Marlene Schroeder Public Land Management Specialist Land Management Division California State Lands Commission 100 Howe Avenue, Suite 100-South Sacramento, CA 95825-8202 916-574-2320 Any party shall change the address for notice by giving written notice to the other party according to this section. 25. No Agency; Independent Contractor. Nothing in this License shall be construed to create any relationship between the Parties other than that of licensor and licensee. Except as expressly provided in this License or as the Parties may specify in writing, neither Party shall have authority, express or implied, to act on behalf of the other Party in any capacity whatsoever as an agent. At all times during the term of this License, Licensee shall be an independent contractor and no relationship of employer-employee shall exist between the City and Licensee for any purpose whatsoever. Neither Licensee nor any of its employees or agents shall not be entitled to any benefits payable to employees of the City. 26. No Recording. Neither party shall record this License. 27.Waiver. A Partys failure to insist on strict performance of this License or to exercise any right or remedy upon breach of this License will not constitute a waiver of the performance, right, or remedy. A Partys waiver of another Partys breach of any provision in this License is not a continuing waiver or a waiver of any later breach of the same or any other provision. No waiver will be effective unless it is in writing and signed by the waiving Party. 28. Severability. If any portion of this License or the application thereof to any person or circumstance shall be held invalid or unenforceable, the remainder of this License shall not be affected thereby and shall be enforced to the greatest extent permitted by law. 29. Enforcement of License. This License shall be governed, construed, and enforced in accordance with the laws of the State of California. Venue of any litigation arising out of or connected with this License shall lie exclusively in the state trial court or federal district court located in Sacramento County, California, and the Parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

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30.Headings. The titles to the sections of this License are for convenience only and shall have no effect upon the construction or interpretation of any part of this License, and any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this License. 31.Rules and Regulations. City shall have the right from time to time to promulgate reasonable rules and regulations and amendments thereto for the safety, care and cleanliness of the Property in which the Premises are located and for the preservation of good order. Upon delivery of a copy of such rules and regulations or upon receiving written notice of such rules and regulations, together with a copy thereof, Licensee will comply with the rules and regulations, and a violation of any of them shall constitute a breach of this License. If there is a conflict between the License and any rule or regulation, the License shall prevail. City shall make all reasonable efforts to enforce any such rules and regulations uniformly against all licensees on the Premises. 32. Attorney Fees. Except as required by Section 9 above, the Parties shall bear their own costs and attorneys fees incurred in connection with this License. 33. No Third-Party Beneficiaries. This License is solely for the benefit of the City and Licensee. It is not intended to benefit any third parties. 34. Counterparts. The Parties may sign this License in counterparts, each of which is considered an original, but all of which constitute the same agreement. Facsimiles, pdfs, and photocopies of signature pages of the License have the same binding effect as originals. 35. Authority. The person signing this License for Licensee represents and warrants that he/she has accessed and read all contract documents and is fully authorized to sign this License on behalf of Licensee and to bind Licensee to the performance of the Licenses obligations. 36. Entire Agreement. This License, which includes all attachments and all documents that are incorporated by reference, contains the entire agreement between the Parties and supersedes whatever oral or written understanding they may have had prior to the execution of this License. No alteration to the terms of this License shall be valid unless approved in writing by both Parties. [Signature Page Follows] ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED?INSR ADDL SUBRLTR INSD WVDPRODUCERCONTACTNAME:FAXPHONE(A/C, No):(A/C, No, Ext):E-MAILADDRESS:INSURER A :INSUREDINSURER B :INSURER C :INSURER D :INSURER E :INSURER F :POLICY NUMBERPOLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY)AUTOMOBILE LIABILITYUMBRELLA LIABEXCESS LIABWORKERS COMPENSATIONAND EMPLOYERS' LIABILITYDESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $DAMAGE TO RENTEDCLAIMS-MADE OCCUR$PREMISES (Ea occurrence)MED EXP (Any one person) $PERSONAL & ADV INJURY $GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $PRO-POLICY LOCPRODUCTS - COMP/OP AGGJECTOTHER: $COMBINED SINGLE LIMIT$(Ea accident)ANY AUTOBODILY INJURY (Per person) $OWNED SCHEDULEDBODILY INJURY (Per accident) $AUTOS ONLY AUTOSHIRED NON-OWNEDPROPERTY DAMAGE$AUTOS ONLY AUTOS ONLY(Per accident)$OCCUREACH OCCURRENCECLAIMS-MADEAGGREGATE $DED RETENTION $PER OTH-STATUTE ERE.L. EACH ACCIDENTE.L. DISEASE - EA EMPLOYEE $If yes, describe underE.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC #COMMERCIAL GENERAL LIABILITYY / NN / A(Mandatory in NH)SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s).COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

CERTIFICATE OF LIABILITY INSURANCEDATE (MM/DD/YYYY)
$$$$$The ACORD name and logo are registered marks of ACORD 4/21/2025(716) 688-8888 235 (716) 688-900140045Sac Brew Boat LLC3411 College AvenueSacramento, CA 95818 AComm WatercraftXCHA 5360921-16 7/23/2024Protection&Indemnity 2,000,000Certificate Holder and all other parties are included as Additional Insured under the general liability when required by a written contract.RE: 2017 Cascade HIN#CAD69027F717and 2018 Cascade HIN#CAD69042F818 - (2) 18-passenger Tiki Boats and a 2022 Cascade Palapa HIN# CAD78008A222 (1) 6-passenger party pontoon boatPolicy includes Longshoremen and Harbor Workers and Jones Act coverage with statutory Limits. Host Liquor coverage is NOT excluded. Coverage includes liability for loss of life or bodily injury to passengers of the insured vessel arising out of the embarking and disembarking of such passengers via docks, gangways and piers at theinsured's normal docking area.City of Sacramento c/o EXIGIS LLCPO BOX 947Murrieta, CA 92564 SACBREW-01 JMUNSCHAUERASSUREDPARTNERS NORTHEAST LLC90A John Muir Dr, Suite 100Amherst, NY 14228John [email protected] Insurance Company 7/23/2025

LICENSING AGREEMENT
(Rev. 11-1-19)
Approval Recommended By: Approved As To Form By: Approved By: Senior Deputy City Attorney Attest: City Clerk , Owner Approved By: Megan Van Voorhis, Director Convention & Cultural Services City of Sacramento

CONTRACT

ROUTING SHEET
Contract Cover/Routing Form: Must Accompany ALL Contracts; however, it is NOT part of the contract.

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CITY OF SACRAMENTO RIVERFRONT DOCK LICENSE AGREEMENT THIS LICENSE (“License”) is executed at Sacramento, California when fully executed by both parties (“Effective Date”) between the City of Sacramento, a municipal corporation (“City”), and Diversified Restaurant Corp dba River City Queen (“Licensee”). City and Licensee may be referred to collectively as “Parties” or in the singular as “Party,” as the context requires.1.License. A. Non-Exclusive License.City leases the “Premises” located at the Passenger Boat Dock, as shown in Exhibit A attached hereto and incorporated herein, from the State of California, State Lands Commission (“State”) pursuant to City Agreement 86013 executed on July 1, 1986. Upon the terms and conditions set forth in this License, City hereby grants to Licensee a non-exclusive license to enter and use the Premises. B. State Approval. The City shall use reasonable, good faith efforts to obtain the State’s approval of a sublease (“Sublease”) of the Subleased State Parcel to Licensee pursuant to Section 4 of Agreement number 86013. The Parties agree that the City’s failure to obtain the State’s approval as provided in this section shall not constitute a breach of this License by City. Licensee acknowledges that commencing with operations prior to approval by the State is done so at the Licensee’s own risk and the City will not be liable for any damages, including consequential damages, incurred by Licensee should the State deny approval of the License or Licensee’s use of the Premises. 2.Term of License. A. Initial Term.The initial term of this License shall be for five (5) years beginning on the Effective Date (“Initial Term”), unless extended or sooner revoked or terminated pursuant to the terms of this License. B. Extended Terms. By mutual agreement of the Parties, this License may be extended on all the terms and conditions contained herein for one (1) additional period to run through April 1, 2035 (“Extended Term”) following expiration of the Initial License Term. Licensee may exercise the Extended Term by giving written notice to City at least six (6) months but not more than one (1) year before the expiration of the Initial License Term. If Licensee has been in default under this License in the one-year period prior to the date the Extended Term, is set to commence, the City, at its sole discretion, may deny commencement of the

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Extended Term, at which point this License shall expire at the end of the Initial License Term.. The City reserves the right to re-evaluate the fair market rate of the Moorage Fee in Section 5A, prior to execution of the Extended Term. If the City determines that a correction to the Moorage Fee is appropriate the City will notify the Licensee at least fifteen (15) months prior to the expiration of the Initial License Term. C. If Licensee has been in default under this License in the one-year period prior to the date the Extended Term, as applicable, is set to commence, the City, at it sole discretion, may deny commencement of the applicable Extended Term, at which point this License shall expire at the end of the then-current License term, as applicable. D. Holdover. If Licensee shall for any reason hold over beyond the Initial Term or any Extended Term with the consent, expressed or implied, of City, such holding over shall be month-to-month only, subject to the terms and conditions of this Licensebut shall not be a renewal of the License; and the consideration to be paid shall be at rates then prevailing under the terms of this License.3.Use of Premises. A. Nature of Use Allowed. Licensee shall only use the Premises for purposes of mooring and operation of passenger vessel concession on the Sacramento River as described in Section 7 of this Agreement. Licensee shall not use the Premises for any other use without the prior written consent of City. B. Condition of the Premises.City makes no representations or warranties of any kind, express or implied, written or oral, about any of the following: the physical condition of the Premises; the suitability of the Premises for Licensee’s anticipated use; any limitations on Licensee’s use of the License area, including limitations arising from environmental laws or other laws, regulations, or governmental requirements; security of the Premises for the specified use; the provision of security devices; or the costs of conducting Licensee’s business on the Premises. By agreeing to acceptthis License, Licensee accepts the Premises “as is” and acknowledges that the Premises are satisfactory for Licensee’s purposes. Licensee will make the Premises safe for any activity under Licensee’s care and control on the Premises, whether or not permitted activities, and City is not and shall not be obligated to make Premises safe or suitable for use by Licensee or for anyone on the Premises at the invitation or sufferance of Licensee, or otherwise to prepare the Premises or access to the Premises in any manner whatsoever. Upon termination or expiration of this License, Licensee shall restore the Premises to the condition they were in prior to Licensee’s entry; provided that any permitted alterations to the Premises shall belong to City.

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C. Operating Hours. Operating hours for Licensee’s use of the Premises shall be seven (7) days a week, from the hours of 7 a.m. to 10 p.m., unless otherwise mutually agreed to in writing by the Parties. If Licensee needs access to the Premises outside the Operating Hours due to a special event or unusual circumstances, Licensee must request access by calling the City Representative listed in Section 23 below. City shall respond to Licensee’s request within 24 hours and may approve or deny Licensee’s request in the City’s sole discretion. Licensee acknowledges and agrees it has no right to appeal or seek reconsideration of any request to change the Operating Hours due to a special event or unusual circumstances that is denied by the City under this section. D. City Access. City shall have unrestricted access to the dock, wharf, pier, barge, mooring area, or publicly owned areas adjacent to the Premises at all times during the term of this License. Licensee shall not cause any interference with the continuous and uninterrupted use of the Premises by the City, its officers, agents, contractors, licensees, or others. E. State Requirements. Licensee shall comply with any and all terms and conditions imposed by the State regarding use of the Premises. F. Maintenance. Licensee shall, at all times during the term of this License, maintain the Premises and any Licensee improvements and other appurtenances in good, safe condition and operating order. Such maintenance shall be at Licensee’s sole cost and expense.G. Garbage, Waste & Recycling. Licensee shall conduct the operation of the Premises in such a way as to prevent the escape of garbage and debris from the passenger vessel. Licensee shall not store, keep, or maintain any garbage, debris, garbage receptacle(s), or recycling receptacle(s) upon the dock, barge, pier, or gangway. Licensee agrees to haul garbage to the shared garbage receptacles at the public market. Licensee shall not throw, deposit, discharge, or otherwise place any refuse, garbage, debris, bait, sewage, or waste matter of any description upon the Premises, City’s real property, the State’s property, or into the waters of the Sacramento River. Licensee shall tie all trash bags prior to placing trash bags in garbage receptacle(s) in the service court area assigned to Licensee. After placement of garbage in the receptacle, Licensee shall ensure that the lid on the garbage receptacle(s) into which Licensee’s trash is placed is closed and locked. Licensee shall ensure that all boxes are broken down and placed inside of the recycle receptacles. Licensee acknowledges that the service court area is a shared space and Licensee shall be mindful of other licensees needing to use the garbage and recycle receptacles. Licensee shall implement waste management practices for its dumpsters and tallow bins to ensure that trash, waste, and grease are not washed into the storm drain system. Restaurants shall implement proper fats, oil

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and grease (FOG) control practices to prevent discharge of FOG to the City’s sewer system per Sacramento City Code Chapters 13.08 and 13.16. H. Business Management. Licensee will operate and manage its service operation in a first class, businesslike manner. Licensee shall ensure that its employees conduct themselves at all times in a professional manner. Licensee shall maintain a staff adequate to operate and administer any services performed on the Premises in a safe and quality manner. Licensee shall further ensure that a competent representative of Licensee is in attendance on the Premises at all times during the hours of operation of the Premises to make decisions binding on the operation. In addition, Licensee shall furnish City with the name of the person(s) who will be responsible for the daily on-site operation and management of the Premises. I. Non-interference; Nuisance. Licensee shall not interfere in any manner with the use or enjoyment of the Premises by City, State, or the general public. Licensee shall at all times conduct its use of the Premises in such a manner that will not constitute a public or private nuisance. J. Improvements. Licensee shall not alter, modify, or improve the Premises without prior written approval from City. If approved by City, the alterations, modifications, or improvements shall be installed in accordance with plans and specifications approved in writing by City prior to installation. Licensee shall not deviate from the City-approved plans and specifications without prior written consent from City. Licensee shall coordinate any modification of the Premises and associated infrastructure with the City Representative specified in Section 23below. Any permitted alterations to the Premises shall be at Licensee’s sole expense and shall become at once a part of the realty and belong to City. Licensee shall keep the Premises free from any liens arising out of any work performed, material furnished, or obligations incurred. K. No Liens. Licensee shall not suffer or permit any lien of mechanics or material suppliers to be placed against the Premises with respect to work or services performed or claimed to have been performed for Licensee or materials furnished or claimed to have been furnished to Licensee or to the Premises on behalf of or for the benefit of Licensee. City has the right, at all times, to post and keep posted on the Premises any notice that it considers necessary for protection from such liens. If any such lien attaches or Licensee receives notice of any such lien, Licensee shall cause the lien to be released and removed of record within ten (10) days after receipt of the written demand of City L. Signs. Licensee shall not place or permit to be placed any sign, decoration, marquee or awning on the Premises. M. Damage to Premises. Licensee shall not use the Premises in any manner that

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damages City property. Licensee will be liable to City for any damage to City property that is in any way related to Licensee’s use of the Premises, including any damage caused by Licensee’s officers, employees, agents, contractors, volunteers, or invitees. City will charge Licensee the City’s full cost to repair the damage and Licensee shall have no claim or right against City for the costs of repair or replacement. Upon discovery of any damages to City property at the Premises, Licensee shall be responsible for providing written notice to the City of the damages so the City can undertake any necessary repairs within a reasonable time. N. Records. Licensee shall, at all times during the term of this License and for a period of three years thereafter, keep true, accurate, and complete financial records and accounts of its operations under this License. Upon reasonable notice by City, Licensee shall permit the City to inspect, audit and copy its records related to its conduct of passenger vessel tours. O. Sale of Alcohol. The sale of any alcoholic beverages on-board Licensee’s vessels shall be in accordance with a liquor license issued by the State of California Department of Alcoholic Beverage Control. Licensee shall restrict the sale, serving, and consumption of alcoholic beverages to its vessels. Licensee shall not cause (and will take good faith efforts to prohibit) any alcoholic beverages to be consumed on the dock, wharf, pier, gangway, or mooring area of the Premises, or on any other public property, without first obtaining all necessary governmental approvals, permits, and licenses. 4. Compliance with Laws. A. Licensee shall, at its sole cost and expense, comply (and require its contractors, agents, employees, and invitees to comply) with all applicable federal, state, and local laws, regulations, and requirements pertaining to use of the Premises, including without limitation the following: (1) Disability Access Laws. Licensee must use and operate the Premises in compliance with federal and state disability access laws, including without limitation the Americans with Disabilities Act (“ADA”). If Licensee makes alterations to the Premises that trigger additional requirements under federal and state disability access laws, it shall be Licensee’s sole responsibility to comply with the disability access law requirements; City shall have no responsibility to make any alterations to the Premises required by federal and state disability access laws. (2) Environmental Laws. Licensee must comply with all applicable federal, state and local laws, ordinances and regulations (including consent decrees and administrative orders) relating to public health and safety

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and protection of the environment (“Environmental Laws”). Licensee will not permit to occur any release, generation, storage, disposal or treatment of any hazardous material as that term is defined in any of the Environmental Laws. Licensee shall immediately notify City of any such release, generation, storage, disposal, or treatment and Licensee shall take such necessary remediation measures at Licensee’s sole cost and expense to remedy the situation to the complete satisfaction of City. Licensee shall immediately notify City of any complaints, citations, inquiries or notices from any governmental entity relating to compliance with Environmental Laws. Licensee represents, warrants and covenants that all governmental permits relating to the use or operation of the Premises required by applicable Environmental Laws are and will remain in effect, and Licensee will comply with them. (3) Occupational Safety and Health Laws. Licensee must comply with applicable state and federal occupational safety and health acts and regulations. (4) City Rules and Regulations. Licensee must comply with all City rules and regulations applicable to Licensee’s use of the Premises, as specified in Section 30 below. B. The judgment of any court of competent jurisdiction, or the admission ofLicensee in any action or proceeding against Licensee, whether City be a partythereto or not, that Licensee has violated any such ordinance or statute in the use of the Premises shall be conclusive of the fact as between City and Licensee. If any failure by Licensee to comply with any such laws, regulations, and rules shall result in any fine, penalty, cost or charge being assessed, imposed or charged against City, Licensee shall reimburse and indemnify City for any such fine, penalty, cost or charge, including without limitation, attorney’s fees, court costs, and expenses. 5. Fees. A. Moorage Fee. Licensee shall pay to the City a Moorage Fee of $704 per month to be paid monthly based on 64 linear feet of dock at $11/lf/mo for a total annual fee of $8,448. B. Percentage Rent. In addition to the Moorage Fee, Licensee shall pay to the City five percent (5%) of its “gross receipts” or “percentage rent” (defined below).Licensee shall furnish a report showing all gross receipts derived from the operation for that period. The report shall separately itemize all deductions from the Gross Receipts.

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(1) The term “Gross Receipts” means all money, cash, receipts, receivables, assets, property, or other things of value including, but not limited to, the entire price charged for all tickets, passenger vessel tour passes, novelties, merchandise sold, and services, whether or not payment is made prior to, or at the time of the tour. (2) There shall be deducted from the Gross Receipts only the following: a) Sales and excise taxes related to a passenger vessel tour required to be collected by Licensee, its agents, or employees. b) Federal, state, municipal, or other taxes required by law to be collected by Licensee, but the amount of such taxes shall be shown on the books and records required to be kept and maintained by Licensee under this License. c) Sums refunding on a sale previously included in the Gross Receipts.C. Payment. The Moorage Fee must be paid on or before the first day of each month. The Percentage Rent applicable to the preceding month’s Gross Receipts must bepaid on or before the 20th day of the next month. Any other charges arising from Licensee’s use of the Premises are due upon written notice from City. All fees and charges shall become delinquent on the 10th day after payment is due. If any payment is delinquent as provided herein, a delinquency charge of 10% shall be added to the amount due. Payment shall be made by check mailed to the City Representative identified in Section 23 below. 6.Records.Tenant shall, at all times during the term of this Lease and for a period of 3 years thereafter, keep true, accurate, and complete financial records and accounts of its operations under this Lease and such other financial or business records as may be required by City. City shall have the right at all reasonable times to examine and audit these records and accounts. In maintaining records, Tenant must comply with the following: A. Gross Receipts Report. Tenant agrees to furnish to City no later than 20 days after the end of each calendar month, a report showing all Gross Receipts derived from the operation of the Premises for that month. B. Sales Tax Returns. Tenant shall furnish to City a copy of each and every sales tax return submitted to the State Board of Equalization during the entire term of this Lease, no later than 15 days after the filing dates established by the State.C. Annual Financial Statement. An annual financial statement in accordance with Generally Accepted Accounting Principles (GAAP), including the computation of

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Gross Receipts, prepared by Tenant and reviewed by an Independent Accountant must be submitted to City no later than sixty (60) days after the end of the first full calendar year of the Lease and each subsequent calendar year during the Lease.D. City Audit. If City is not satisfied with the records or statements submitted by Tenant, City shall have the right to make a special audit by auditors selected by City of the books and records required to be made and prepared by Tenant. If this special audit shows an understatement of Gross Receipts for any period covered in excess of 1%, the amount thereof plus interest and the cost of the audit shall be paid promptly to City by Tenant. If the audit discloses an overstatement of Gross Receipts in excess of 1%, City shall reimburse Tenant accordingly. E. County Records. Tenant shall keep County of Sacramento, Environmental Management Department, Food Facility permits and inspection records on the Premises. City shall have the right at all reasonable times to examine these records. 7. City Provided Facilities and Services. City shall provide the following: A. Non-exclusive access to solid waste receptacles at the public market service courtlocated at 1100 Front Street.B. The City shall provide the following utility service connections at the flood wall dockside in the immediate vicinity of the Passenger Boat Dock: (1) Electrical service: 120 volts, 30-amp service (2) Water: Potable water from 1” line at 40 PSI The City shall provide the above service connections at no cost to Licensee. Licensee shall provide necessary hookups and pay for utility services to vessels and any storage buildings. C. The City shall maintain the Premises, wharves, docking, and access areas adjacent to the Premises. D. Exception to City Replacement and Maintenance. Notwithstanding the foregoing City replacement and maintenance obligations set forth in this section, if the need for such replacement or maintenance is caused in whole or in part by the neglect, fault, omission, or deliberate act of Licensee, its agents, employees, or invitees, or by unauthorized breaking and entering, Licensee shall pay to City the cost of such replacement and maintenance. The City shall not be responsible for the costs of

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repairing the wharves, docking, and access areas due to any user abuse or negligence. Furthermore, City shall have no obligation to replace or maintain until a reasonable time after the receipt by City of written notice from Licensee of the need for replacement or maintenance. There shall be no liability to City by reason of any injury to or interference with Licensee’s business arising from the making of any replacements or maintenance service to any portion of the Premises. 8.Licensee Provided Facilities and Services. Licensee shall provide the following:A. Licensee shall provide boat tours to the general public that originate and terminate from the Premises in accordance with the terms of this Agreement. The Passenger Dock will remain the Home Port for the River City Queen. Private Partypassengers and General Admission Guests will board and disembark at the Passenger Dock. The existing power and water hookups will be relocated to be out-of-sight and more accessible to the point of need. Any material change to this schedule must be approved in writing in advance by the Director; provided, however, Licensee may adjust the schedule from time to time depending on external factors beyond the control of the Licensee, such as weather, conflicting events, market and economic conditions and related activities. B. Licensee shall furnish, at its sole cost and expense, the United States Coast Guard approved vessel named River City Queen, and all supplies, fixtures, equipment, personnel, and security necessary for the safe operation, maintenance, andimprovements of the vessel. Any change of vessel must be approved in writing in advance by the City. C. Licensee shall not conduct re-fueling or major repairs to its vessel on the Premises, City’s real property or the State’s parcel, except with the advance written consent of the City, and in no event shall any repairs be conducted upon the wharves, docking, or access areas in the proximity to the Premises. Licensee agrees that no welding equipment, burning torch, or any other open flame apparatus shall be used within the confines of the Premises, City’s real property, or the State’s parcel without prior written authorization of the City and then only in the area and within the time specified by the City in the written authorization. D. At its sole cost and expense, Licensee shall assure that the Premises are kept in a safe, clean, wholesome, and sanitary condition and shall conduct its passenger vessel operation in such way as to prevent the escape of litter, pollution or debris from its activities into the Sacramento River and adjoining property. Licensee shall ensure that any obstacles such as ladders, ropes, boat gear, or other materials and equipment do not obstruct, interfere, or create a safety hazard for the free passage along the dock, wharf, pier, gangway, or areas adjacent to the Premises.E. Licensee shall assume the responsibility and expense for the installation of all

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utilities not required to be provided by City hereunder, all utility hookups, and all telephone and internet service, gas, electrical services, and disposal of garbage in connection with all activities incident to Licensee’s operations.Licensee shall assume the responsibility for assuring that their vessel is accessiblefrom their site. Licensee will be responsible for construction and installation of any improvements necessary for their operation.All signage on the Premises, including advertisements, shall be executed in thecorrect period letter style and color as indicated in the “Guidelines for Signs forthe Old Sacramento Historic District” incorporated herein by reference as if setforth here in full and shall be subject to review and approval in writing by theDirector or the Director’s authorized representative.Subject to approval in writing by the Director, Licensee may operate other tours,excursions, special events, charters, and other passenger and vessel-relatedactivities from the Premises. Other passenger and vessel-related activities mustbe consistent with operations of a vessel of that type, consistent with a family- and tourist-oriented destination.9.Assumption of Risk. Licensee agrees to use the Premises at Licensee’s own and sole risk.Licensee assumes all liability and shall release and hold City and State harmless for loss orinjury to its patrons, guests, employees, officers and agents, or damage to property andequipment, tools, machinery or other materials. Licensee agrees that neither City or Stateshall in any manner be liable to any vessel, person, or entity for any occurrence arisingout of or related to Licensee’s use of the Premises or operation of vessels from thePremises.10.Indemnity. Licensee shall defend, hold harmless and indemnify the State and City, theirofficers and employees, and each and every one of them, from and against any and allactions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, costsand expenses of every type and description, including, but not limited to, any fees and/orcosts reasonably incurred by the State and City’s staff attorneys or outside attorneys andany fees and expenses incurred in enforcing this provision (hereafter collectively referredto as “Liabilities”), including but not limited to Liabilities arising from personal injury ordeath, damage to personal property, real property, or the environment, contractual orother economic damages, or regulatory penalties, arising out of or in any way connectedwith the use of the Premises by Licensee, any contractor, consultant or agent, anyonedirectly or indirectly employed by any of them or anyone for whose acts any of them maybe liable, whether or not (i) such Liabilities are caused in part by a party indemnifiedhereunder or (ii) such Liabilities are litigated, settled or reduced to judgment; providedthat the foregoing indemnity does not apply to liability for any damage or expense fordeath or bodily injury to persons or damage to property to the extent arising from the

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sole negligence or willful misconduct of the State or City, their agents, servants, or independent contractors who are directly responsible to the State or City, except when such agents, servants, or independent contractors are under the direct supervision and control of Licensee. The provisions of this Section 9 shall survive any expiration or termination of this License. 11. Limitation on Damages. Licensee agrees that neither the State, City, nor any of theirofficers, agents or employees, shall be liable for any damages, including consequential damages, incurred by Licensee, as a result of the termination of this License or the unavailability of the Premises for use by Licensee, irrespective of the cause of such termination or unavailability.12. Requests to Relocate; Emergencies. A. The City shall maintain the right to control access to the Premises and City’s real property for reasons of public health and safety.B. Licensee agrees to remove its vessel from moorage at the Premises at Licensee’s own expense upon request by the City whenever, in the City’s reasonable opinion,it is necessary in the event of an emergency. City shall have the right to bar access to the Premises for the duration of the emergency and any period reasonably necessary thereafter to remedy the effects of the emergency. C. Licensee agrees to remove its vessel from moorage at the Premises at Licensee’s own expense when the State, U.S. Coast Guard, or other governmental agency with management, control, or oversight of the State’s waterways deems it necessary to move a vessel in the event of an emergency, flood, or other natural disaster or in advance of the occurrence of an emergency, flood, or other natural disaster. D. Licensee agrees to remove its vessel from moorage at the Premises at Licensee’s own expense should the City, State, or other governmental agency advise of the need to perform repairs or maintenance for all or a portion of the dock, wharf, pier, barge, or mooring area. City will provide reasonable notice of such repairs, to the extent it is not an emergency, so Licensee may have an opportunity to relocate its vessel to another location. Licensee acknowledges and understands that the dock is owned by the State who may need, from time to time, to perform routine, regular, emergency, or required maintenance to the dock, wharf, pier, barge, or moorage area or in areas adjacent to the Passenger Boat Dock, which is reasonably expected to materially restrict Licensee’s access to the Premises. City will work with Licensee in good faith in such a situation to determine if there is another suitable City-owned, leased, or sub-leased location for Licensee to relocate while repairs or maintenance are being performed at the Premises.

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E. Licensee agrees to remove its vessel at Licensee’s own expense upon direction by any governmental agency whose responsibility it is to maintain the safety or the rate of flow of the Sacramento River including, but not limited to, the U.S. Army Corps of Engineers and the U.S. Bureau of Reclamation. F. In the event a vessel for which Licensee is responsible should become wrecked, sunken, damaged, or destroyed by fire or any other means on the Sacramento River, Licensee shall mark its position immediately by buoy dry beacon if during the day, or by an electric light visible for 100 yards during the night and maintain such markings until the obstruction is removed; and Licensee must remove the vessel within 48 hours at Licensee’s sole cost and expense. G. In addition to the above provisions of Section 10, Licensee agrees that neither the State, City, nor any of their officers, agents or employees, shall be liable for any damages, including consequential damages, incurred by Licensee, as a result of the removal of the vessel or unavailability of the Premises due to an emergency or when repairs or maintenance is required. H. If all or a portion of the Premises is materially damaged by fire, flood, natural disaster, or other emergency (“Casualty Damage”), City shall repair such Casualty Damage as soon as reasonably practicable and restore the Premises to substantially the same condition as existed prior to the Casualty Damage; provided however, if City determines, in its sole discretion, that it does not possess sufficient funding to carry out those repairs, then it may terminate this License upon 30 days advanced written notice to Licensee. Additionally, should Casualty Damage prevent Licensee or its invitees from safely and continuously using the Premises, and such damage cannot reasonably be repaired by City within 180 days, then Licensee may terminate this License on 30 days’ advanced written notice to City. 13. Coast Guard Certificates. Prior to beginning any passenger vessel tours on the Sacramento River, Licensee must submit to City a valid United States Coast Guard Certificate of Inspection (“Certificate”) and shall promptly notify the City Representative identified in Section 23 below in the event the Certificate is suspended, expired or otherwise invalid. Failure to comply with this requirement shall result in an immediate termination of this License. At all times during the term of this License, Licensee shall comply with all conditions and restrictions in the Certificate. 14. Entitlements. Licensee shall, at its sole cost and expense, obtain all necessary local land use entitlements, building permits, and any local, county, state or federal permits and

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approvals required for Licensee’s use of the Premises hereunder. This License shall not be construed as a waiver of any governmental requirement. 15. Hazardous Materials. Licensee shall not use, store, release or otherwise introduce onto the Premises any material, substance, chemical or waste identified as hazardous, toxic or dangerous in any applicable federal, state, or local law or regulation (collectively “Hazardous Material”) in violation of applicable law. Licensee shall be solely responsible for the complete cost of removal and/or remediation of any Hazardous Material that is introduced or brought onto the Premises by Licensee, and Licensee shall defend and indemnify City, its officers and employees from and against any claims or other liabilities therefor in accordance with the provisions of Section 9 above. As used in this section, “Licensee” shall mean and include Licensee, its contractors and agents, and their respective officers, employees, contractors and agents. 16. Termination. Either party shall have the right to terminate this License at any time for any reason by giving thirty (30) days prior written notice of termination to Licensee. If City gives such notice of termination, Licensee shall within the following thirty (30) days cease use of the Premises pursuant to this License. Election by the City to terminate this License shall not prejudice any rights or claims City may have for sums remaining due, damages, or pursuit of such other remedies as may be available to City by law or equity; all remedies of the City are cumulative and not alternative. When appropriate, City may also elect to declare Licensee in default by providing written notice for failure to pay any Fees as required by this License or for violating any term, provision, or condition of this License. When providing written notice of any violation of the terms, provisions, or conditions of this License, the City may allow Licensee a reasonable time to cure the default. If Licensee fails to cure the default within the time provided, City may immediately terminate the License for cause. Licensee waives all claims against City for damages that may be caused by the City’s termination of this License. 17. Abandonment of Premises. If Licensee abandons, vacates, or surrenders the Premises, or is dispossessed by process of law, or otherwise, any personal property belonging to Licensee and left on the Premises shall be deemed to be abandoned at the option of City. 18. Insurance. During the term of this License, Licensee shall maintain in full force and effect at its own cost and expense the following insurance coverage. By requiring the insurance herein, City does not represent that the coverage and limits will necessarily be adequate to protect Licensee. It is understood and agreed by Licensee that the required insurance coverage and limits shall not be deemed as a limitation on Licensee’s liability under the indemnities granted to City in this License. Insurance requirements are subject to review and revision every year, upon the anniversary of the Effective Date, to assure that policy terms, conditions and limits are maintained in accordance with current insurance industry

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standards for comparable operations.A. Minimum Scope & Limits of Insurance Coverage (1) Marine Protection and Indemnity Insurance with limits of at least $3,000,000including collision providing coverage on an occurrence basis for bodily injury, including death, of one or more persons, property damage and personal injury, premises liability, contractual liability, and products and completed operations, arising out of activities performed by or on behalf of Licensee, crew members, or its contractors. (2) United Licensees Longshoremen and Harbor Workers and Jones’ Act coverage with statutory limits. Additionally, the policy shall include a waiver of subrogation in favor of the City of Sacramento. There shall be no exclusions for marine operations and no exclusions for losses caused by explosion. (3) Excess Insurance the minimum limits of insurance required above may be satisfied by a combination of primary and umbrella or excess insurance coverage; provided that any umbrella or excess insurance shall contain, or be endorsed to contain, a provision that it shall apply on a primary basis for the benefit of the City and State, and any insurance or self-insurance maintained by City, or State, and their officials, employees, or volunteers shall be in excess of such umbrella or excess coverage and shall not contribute with it. (4) Workers’ Compensation Insurance with statutory limits, and Employers’ Liability Insurance with limits of not less than one million dollars ($1,000,000). The Worker’s Compensation policy shall include a waiver of subrogation in favor of the City. (5) Hull and Machine Insurance including coverage for special perils is required for all vessels operating under this License against loss or damage including fire, flood or other acts of nature, and vandalism. Such vessels shall be insured for agreed value or replacement cost and name the City as loss payee. (6) Vessel Pollution Liability Insurance with limits of not less than $2,000,000 naming the City as an additional insured and including a waiver of subrogation. (7) Liquor Liability Insurance with limits of not less than $1,000,000. B. Additional Insured Coverage (1) Marine Protection and Indemnity Insurance with limits of not less than

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$3,000,000. The State, City, and their officials, employees and volunteers shall be covered by policy terms or endorsement as additional insured as respects marine protection and indemnity arising out of: activities performed by or on behalf of the Licensee and its contractors. C. Other Insurance Provisions. The policies are to contain or be endorsed to contain the following provisions.(1) Licensee’s insurance coverage, including excess insurance, shall be primary as respects the State and the City, and their officials, employees and volunteers. Any insurance or self-insurance maintained by the State or City, and their officials, employees or volunteers shall be in excess of Licensee’s insurance and shall not contribute with it. (2) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the State and City, and their officials, employees and volunteers. (3) Coverage shall state that Licensee’s insurance shall apply separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability. (4) The City and State will be provided with thirty (30) days written notice of cancellation or material change in the policy language or terms. (5) If any of the required policies provide coverage on a claims-made basis: i. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained, and evidence of insurance must be provided for at least three (3) years after completion of the contract of work.iii. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Vendor must purchase “extended reporting” coverage for a minimum of three (3) yearsafter completion of contract work (6) Waiver of Subrogation. Licensee hereby grants to the City a waiver of any right to subrogation which any insurer of Licensee may acquire against the City by virtue of the payment of any loss under such insurance. Licensee agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

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(7) Acceptability of Insurers. Insurance shall be placed with insurers with a Bests’ rating of not less than A:VI. Self-insured retentions, policy terms or other variations that do not comply with the requirements of this section must be declared and approved by the City Risk Management Division in writing prior to execution of this License. (8) Verification of Coverage i. Licensee shall furnish City and State with certificates and endorsements evidencing the required insurance prior to execution of the final agreement. Copies of policies shall be delivered to State and City on demand. Certificate of insurance shall be signed by an authorized representative of the insurance carrier. ii. For all insurance policy renewals during the term of this License, Licensee shall send insurance certificates and endorsements reflecting the policy renewals directly to: City of Sacramentoc/o EXIGIS LLC P.O. Box 947 Murrieta, CA 92564 FAX: (888) 355-3559 EMAIL: [email protected]. iii. City may withdraw its offer or cancel this License if the required certificates of insurance and endorsements have not been provided prior to execution of this License. Failure to provide insurance certificates and endorsements and keep such certificates and endorsements current will be considered a material breach by Licensee of this License.(9) Contractors. Licensee shall require and verify that all contractors and subcontractors maintain insurance coverage that meets the minimum scope and limits of insurance coverage specified in subsections A, B and C above, except policy limits will not be less than $1,000,000. 19. Taxes. Licensee shall pay any possessory interest or other tax, if any, imposed on Licensee, including its agents, or City, relating to the use of, or maintenance of, the Premises and any improvements on the Premises. 20. Assignment and Sub-Licensing. Licensee shall not assign this License, or any interest therein, and shall not sublicense the Premises or any part thereof, or any right or privilege

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appurtenant thereto, or suffer any other person (the agents, employees and invitees of Licensee excepted) to occupy or use the Premises, or any portion thereof, without the prior written consent of City. A consent to one assignment, sublicense, occupation or use by another person shall not be deemed to be a consent to any subsequent assignment, sublicensing, occupation, or use by another person. Any such assignment or sublicensing without such consent shall be void, and shall at the option of City, terminate this License. This License shall not, nor shall any interest therein, be assignable, as to the interest of Licensee, by operation of law, without the prior written consent of City. In addition, as set forth above, any assignment or sub-license would be subject to review and approval by the State. 21. Surrender of License Not Merger. The voluntary or other surrender of this License by Licensee, or mutual cancellation thereof, shall not work as a merger, and shall, at the option of City, terminate any existing sublicenses, or may, at the option of City, operate as an assignment to it of any or all such sublicenses. 22. Joint and Several Obligations. If more than one individual or entity comprises Licensee, the obligations imposed on each individual or entity that comprises Licensee under this License shall be joint and several. 23. Binding Effect. This License shall be binding on the heirs, executors, administrators, successors, and assigns of the Parties, subject to the provisions of Section 19 above. 24. Notices. Any notices or demands related to this License shall be in writing. They shall be served either personally or by mail. If served personally, service shall be conclusively deemed made at the time of service. If served by mail, service of notices or demands shall be conclusively deemed made as of the time of deposit in the United States mail, postage paid, certified mail, return receipt requested. All communications pertaining to this License shall be addressed to the following representatives: City Representative: Convention & Cultural Services Dept.History Division/ Attn: Casey Wolfe551 Sequoia Pacific Blvd.Sacramento CA 95811916-808-7075 Licensee Representative: James D. Haggart 2104 Granite Bar Way Gold River, CA 95670916-765-3595

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State Representative:Marlene SchroederPublic Land Management SpecialistLand Management DivisionCalifornia State Lands Commission100 Howe Avenue, Suite 100-SouthSacramento, CA 95825-8202916-574-2320 Any party shall change the address for notice by giving written notice to the other party according to this section. 25. No Agency; Independent Contractor. Nothing in this License shall be construed to create any relationship between the Parties other than that of licensor and licensee. Except as expressly provided in this License or as the Parties may specify in writing, neither Party shall have authority, express or implied, to act on behalf of the other Party in any capacity whatsoever as an agent. At all times during the term of this License, Licensee shall be an independent contractor and no relationship of employer-employee shall exist between the City and Licensee for any purpose whatsoever. Neither Licensee nor any of its employees or agents shall not be entitled to any benefits payable to employees of the City.26.No Recording.Neither party shall record this License. 27. Waiver. A Party’s failure to insist on strict performance of this License or to exercise any right or remedy upon breach of this License will not constitute a waiver of the performance, right, or remedy. A Party’s waiver of another Party’s breach of any provision in this License is not a continuing waiver or a waiver of any later breach of the same or any other provision. No waiver will be effective unless it is in writing and signed by the waiving Party. 28. Severability. If any portion of this License or the application thereof to any person or circumstance shall be held invalid or unenforceable, the remainder of this License shall not be affected thereby and shall be enforced to the greatest extent permitted by law. 29. Enforcement of License. This License shall be governed, construed, and enforced in accordance with the laws of the State of California. Venue of any litigation arising out of or connected with this License shall lie exclusively in the state trial court or federal district court located in Sacramento County, California, and the Parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

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30.Headings. The titles to the sections of this License are for convenience only and shall have no effect upon the construction or interpretation of any part of this License, and any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this License. 31. Rules and Regulations. City shall have the right from time to time to promulgate reasonable rules and regulations and amendments thereto for the safety, care and cleanliness of the Property in which the Premises are located and for the preservation of good order. Upon delivery of a copy of such rules and regulations or upon receiving written notice of such rules and regulations, together with a copy thereof, Licensee will comply with the rules and regulations, and a violation of any of them shall constitute a breach of this License. If there is a conflict between the License and any rule or regulation, the License shall prevail. City shall make all reasonable efforts to enforce any such rules and regulations uniformly against all licensees on the Premises. 32. Attorney Fees. Except as required by Section 9 above, the Parties shall bear their own costs and attorneys’ fees incurred in connection with this License. 33. No Third-Party Beneficiaries. This License is solely for the benefit of the City and Licensee. It is not intended to benefit any third parties. 34. Counterparts. The Parties may sign this License in counterparts, each of which is considered an original, but all of which constitute the same agreement. Facsimiles, pdfs, and photocopies of signature pages of the License have the same binding effect as originals. 35. Authority. The person signing this License for Licensee represents and warrants that he/she has accessed and read all contract documents and is fully authorized to sign this License on behalf of Licensee and to bind Licensee to the performance of the License’s obligations. 36. Entire Agreement. This License, which includes all attachments and all documents that are incorporated by reference, contains the entire agreement between the Partiesand supersedes whatever oral or written understanding they may have had prior to the execution of this License. No alteration to the terms of this License shall be valid unless approved in writing by both Parties. [Signature Page Follows] ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED?INSR ADDL SUBRLTR INSD WVDPRODUCERCONTACTNAME:FAXPHONE(A/C, No):(A/C, No, Ext):E-MAILADDRESS:INSURER A :INSUREDINSURER B :INSURER C :INSURER D :INSURER E :INSURER F :POLICY NUMBERPOLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY)AUTOMOBILE LIABILITYUMBRELLA LIABEXCESS LIABWORKERS COMPENSATIONAND EMPLOYERS' LIABILITYDESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $DAMAGE TO RENTEDCLAIMS-MADE OCCUR$PREMISES (Ea occurrence)MED EXP (Any one person) $PERSONAL & ADV INJURY $GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $PRO-POLICY LOCPRODUCTS - COMP/OP AGGJECTOTHER: $COMBINED SINGLE LIMIT$(Ea accident)ANY AUTOBODILY INJURY (Per person) $OWNED SCHEDULEDBODILY INJURY (Per accident) $AUTOS ONLY AUTOSHIRED NON-OWNEDPROPERTY DAMAGE$AUTOS ONLY AUTOS ONLY(Per accident)$OCCUREACH OCCURRENCECLAIMS-MADEAGGREGATE $DED RETENTION $PER OTH-STATUTE ERE.L. EACH ACCIDENTE.L. DISEASE - EA EMPLOYEE $If yes, describe underE.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC #COMMERCIAL GENERAL LIABILITYY / NN / A(Mandatory in NH)SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.

CERTIFICATE OF LIABILITY INSURANCEDATE (MM/DD/YYYY)
$$$$$The ACORD name and logo are registered marks of ACORD 4/11/2025(860) 807-1284Diversified Restaurant Concepts DBA River City Queen2104 Granite Bar WayGold River, CA 95670404362,000,000AXMAR00288496P-03 3/31/2025 3/31/2026BProtection & IndemniXVCF2011617 3/31/2025Liability 1,000,000BDock LiabilityXVCF2011617 3/31/2025 3/31/2026Liability 1,000,000Vessels: River City Queen Official #657216The certificate holder is included as Additional Insured with respect to the operation of the herein noted vessel(s) only.City of Sacramento Department of Human Resources Risk Management Division915 "I" Street, Fourth FloorSacramento, CA 95814-2604 DIVERES-01 PMASTERGowrie Group70 Essex RoadWestbrook, CT 06498Paulina [email protected] National Insurance CoStratford Insurance Company 3/31/2026X
ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED?INSR ADDL SUBRLTR INSD WVDPRODUCERCONTACTNAME:FAXPHONE(A/C, No):(A/C, No, Ext):E-MAILADDRESS:INSURER A :INSUREDINSURER B :INSURER C :INSURER D :INSURER E :INSURER F :POLICY NUMBERPOLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY)AUTOMOBILE LIABILITYUMBRELLA LIABEXCESS LIABWORKERS COMPENSATIONAND EMPLOYERS' LIABILITYDESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $DAMAGE TO RENTEDCLAIMS-MADE OCCUR$PREMISES (Ea occurrence)MED EXP (Any one person) $PERSONAL & ADV INJURY $GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $PRO-POLICY LOCPRODUCTS - COMP/OP AGGJECTOTHER: $COMBINED SINGLE LIMIT$(Ea accident)ANY AUTOBODILY INJURY (Per person) $OWNED SCHEDULEDBODILY INJURY (Per accident) $AUTOS ONLY AUTOSHIRED NON-OWNEDPROPERTY DAMAGE$AUTOS ONLY AUTOS ONLY(Per accident)$OCCUREACH OCCURRENCECLAIMS-MADEAGGREGATE $DED RETENTION $PER OTH-STATUTE ERE.L. EACH ACCIDENTE.L. DISEASE - EA EMPLOYEE $If yes, describe underE.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC #COMMERCIAL GENERAL LIABILITYY / NN / A(Mandatory in NH)SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.

LICENSING AGREEMENT
(Rev. 11-1-19)
Approval Recommended By: Approved As To Form By: Approved By: Senior Deputy City Attorney Attest: Jim Haggart, Owner City Clerk Diversified Restaurant Concepts dba River City Queen Approved By: Megan Van Voorhis, Director Convention & Cultural Services City of Sacramento

Sacramento City CouncilMay 20, 2025

Sacramento City Council
May 20, 2025