CONCESSION CONTRACT

FOR

Blue Wing Inn™

AT

Sonoma State Historic Park

Sonoma County

STATE OF CALIFORNIA – NATURAL RESOURCES AGENCY

DEPARTMENT OF PARKS AND RECREATION

PARTNERSHIPS DIVISION

715 P STREET, 13TH FLOOR

SACRAMENTO, CA 95814

P24CA024

ConcessionaireName Concession Contract P24CA024 Sonoma State Historic Park i

Blue Wing Inn™

INDEX

1. DESCRIPTION OF PREMISES

2. CONDITION OF PREMISES

3. TERM

4. RENT

5. GROSS RECEIPTS

6. OTHER FINANCIAL REQUIREMENTS

7. USE OF PREMISES

8. RATES, CHARGES AND QUALITY OF GOODS AND SERVICES

9. EMPLOYEE ORIENTATION AND TRAINING

10. ALCOHOLIC BEVERAGES

11. HEALTHY FOODS INITIATIVE

12. HOUSEKEEPING, MAINTENANCE, REPAIR AND REMOVAL

13. RESOURCE CONSERVATION

14. HAZARDOUS SUBSTANCES

15. PEST CONTROL ACTIVITIES

16. UTILITIES AND SERVICES

17. EQUIPMENT

18. PERSONAL PROPERTY

19. SIGNS AND ADVERTISING

20. PHOTOGRAPHY

21. INTELLECTUAL PROPERTY RIGHTS

22. GRANT OF STATE’S TRADEMARK LICENSE

23. PARTICIPATION IN STATE PARK MARKETING PROGRAMS

24. CONSTRUCTION AND COMPLETION OF IMPROVEMENTS

25. MODIFICATIONS, ADDITIONS, TITLE TO IMPROVEMENTS

26. BONDS

27. INSURANCE

28. HOLD HARMLESS AGREEMENT

29. COMPLIANCE WITH LAWS, RULES, REGULATIONS AND POLICIES

ii

30. GENERATIVE AI REQUIREMENTS

31. DISABILITIES ACCESS LAWS

32. NONDISCRIMINATION

33. DRUG-FREE WORKPLACE

34. CONFLICT OF INTEREST

35. EXPATRIATE CORPORATIONS

36. NATIONAL LABOR RELATIONS BOARD CERTIFICATION

37. CHILD SUPPORT COMPLIANCE ACT

38. CARDHOLDER DATA SECURITY

39. RECORDS AND REPORTS

40. TAXES

41. PERFORMANCE EVALUATIONS AND INSPECTIONS

42. DEFAULT BY CONCESSIONAIRE

43. STATE’S REMEDIES

44. DEFAULT BY STATE

45. STATE BUY-OUT PROVISIONS

46. SURRENDER OF THE PREMISES; HOLDING OVER

47. NO RECORDATION; QUITCLAIM

48. ATTORNEY’S FEES

49. WAIVER OF CLAIMS

50. WAIVER OF CONTRACT TERMS

51. INTERPRETATION OF CONTRACT

52. DURATION OF PUBLIC FACILITIES

53. EMINENT DOMAIN

54. TEMPORARY TENANCY

55. SECTION TITLES

56. INDEPENDENT CONCESSIONAIRE

57. ASSIGNMENTS AND SUBCONCESSIONS

58. MODIFICATION OF CONTRACT

59. UNENFORCEABLE PROVISION

60. APPROVAL OF CONTRACT

iii

61. CONTRACT NOTICE

62. STATE’S DISTRICT SUPERINTENDENT

63. FORCE MAJEURE

64. DEFINITIONS

EXHIBIT A – THE PREMISES

EXHIBIT B – DPR 54, CONCESSIONAIRE’S MONTHLY REPORT OF OPERATION . 68

EXHIBIT C – DPR 86, CONCESSIONAIRE FINANCIAL STATEMENT

EXHIBIT D – DPR 531, CONCESSION PERFORMANCE RATING

EXHIBIT E – DRUG FREE WORKPLACE CERTIFICATION

EXHIBIT F – LICENSE/PERMISSION FOR USE OF TRADEMARKS

EXHIBIT G – CONSUMER PRICE INDEX ADJUSTMENT FORMULA

EXHIBIT I – CONCESSIONAIRE’S OPERATION PLAN

EXHIBIT J – CONCESSIONAIRE’S FACILITY IMPROVEMENT PLAN

EXHIBIT K – CONSTRUCTION SCOPE OF WORK

EXHIBIT L – CONCESSIONAIRE’S INTERPRETIVE PLAN

STATE OF CALIFORNIA

DEPARTMENT OF PARKS AND RECREATION

For

Blue Wing Inn™

Located In

Sonoma State Historic Park

Sonoma County

THIS CONTRACT is made and entered into by and between the STATE

OF CALIFORNIA, acting through its Department of Parks and Recreation, hereinafter referred to as "State,” and Concessionaire DBA Blue Wing Inn™ of CityState, hereinafter referred to as "Concessionaire".

RECITALS

WHEREAS, California Public Resources Code section 5003 authorizes the Department of Parks and Recreation to administer, protect, develop, and interpret property under its jurisdiction for the use and enjoyment of the public; and

WHEREAS, the California Public Resources Code section 5080.03 authorizes State to enter into concession contracts for the safety and convenience of the general public in the use and enjoyment of, and the enhancement of recreational and educational experiences within the state park system; and

WHEREAS, the Sonoma State Historic Park is part of the state park system; and

WHEREAS, in accordance with California Public Resources Code section

5080.23, concession contracts authorizing occupancy of any portion of the state park system for a period of more than three (3) years are required to be awarded through a competitive bid process; and

WHEREAS, in accordance with California Public Resources Code section 5080.18(a)(2), the maximum term shall be 50 years if the concession contract is for the construction, development, and operation of multiple-unit lodging facilities equipped with full amenities, including plumbing and electrical, that is anticipated to exceed an initial cost of one million five hundred thousand dollars ($1,500,000) in capital improvements in order to begin operation.

WHEREAS, the State Parks and Recreation Commission has been notified in accordance with California Public Resources Code section 5080.23(a); and

WHEREAS, in accordance with California Public Resources Code section

5080.20(a), the State Parks and Commission has reviewed the proposed services, facilities and location of the concession and determined they are compatible with the classification of the unit in which the concession will be operated; and

WHEREAS, the Legislature and the Joint Legislative Budget Committee has been notified in advance of the proposed concession in accordance with California

Public Resources Code section 5080.20(b); and

WHEREAS, it is appropriate that this Contract be entered into for the operation of lands and facilities pursuant to the authorities set forth above.

NOW, THEREFORE, IT IS MUTUALLY AGREED BY AND BETWEEN

THE PARTIES AS FOLLOWS:

1. DESCRIPTION OF PREMISES

The State for and in consideration of the agreements hereinafter stated, grants to

Concessionaire for the purposes stated herein, the right, privilege, and duty to develop, equip, operate, and maintain the Blue Wing InnTM, a nonexclusive historic style event space and lodging concession in Sonoma State Historic Park at the location of the previous Blue Wing Inn as set forth in Exhibit A, attached to and made a part of this

Contract (the "Premises").

The possessory interest herein given to the Concessionaire does not exclude the general public from the Premises; however, the use by the general public is limited by the terms and conditions of the possessory interest given herein. This Contract is not intended to confer third party beneficiary status to any member of the public who is benefited by the terms of this Contract. The possessory interest is further subject to all valid and existing contracts, leases, licenses, encumbrances, and claims of title that may affect the Premises.

2. CONDITION OF PREMISES

The taking of possession of the Premises by the Concessionaire, in itself, shall constitute acknowledgment that the Premises are in good and sufficient condition for the purposes for which Concessionaire is entering into this Contract. Concessionaire agrees to accept Premises in their presently existing condition, "AS IS,” and that the

State shall not be obligated to make any alterations, additions, or betterments to the

Premises except as otherwise provided for in this Contract.

3. TERM

The term of this Contract shall be for a period of fifty (50) years, commencing on the first day of the month following approval by the California Department of General

Services (the “Commencement Date”). Should Concessionaire hold-over after the expiration of the term of this Contract with the express or implied consent of the State, such holding-over shall be deemed to be a tenancy from month-to-month at the herein stated prescribed rent as set forth in this Contract in Section 46, Surrender of Premises;

Holding Over, with continuous Consumer Price Index adjustment, as defined below, subject otherwise to all the terms and conditions of this Contract.

4. RENT

Concessionaire shall pay, without offset, deduction, prior notice, or demand, as

"Minimum Annual Rent” the sum of twenty-four thousand dollars ($24,000) annually or eight percent (8%) of Gross Receipts, whichever sum is greater. Minimum Annual Rent will be waived for the first four (4) Contract Years once Term begins, as defined by

Section 3. Rent will commence at the beginning of Contract Year five (5). This waived rent will be utilized for renovations and construction phases as described in Section 24, Construction and Completion of Improvements. All Gross Receipts, as described in

Section 5 Gross Receipts and elsewhere in this Contract, shall be included in the

Concessionaire’s Monthly Report of Operation (DPR 54) and are subject to rent.

At the end of Contract Year Five (5) and on the last day of each fifth Contract

Year thereafter herein referred to as the “Subject Contract Year”, the Minimum Annual

Rent of twenty-four thousand dollars ($24,000) shall be adjusted to reflect changes in the Consumer Price Index (CPI). Such CPI adjustments shall be made in accordance with the procedure set forth in Exhibit G, attached to and made a part of this Contract.

Concessionaire shall make payment of Minimum Annual Rent and other payments to State in lawful money of the United States. However, if any payment made by a check, draft, or money order is returned to State due to insufficient funds or otherwise, State shall have the right, at any time after the return, upon written notice to

Concessionaire, to require Concessionaire to make all subsequent payments in cash or by cashier's or certified check.

Beginning with the fifteenth (15th) day of the month following the opening of the concession for business, and on or before the fifteenth (15th) day of each month thereafter, Concessionaire shall furnish to State a verified statement of the concession’s

Gross Receipts for the preceding month. Such statement shall be submitted on Form

DPR 54, Concessionaire's Monthly Report of Operation, attached hereto as Exhibit B, or in a format previously approved by the State, and shall specify the current period and cumulative total of Gross Receipts for the concession through the end of the preceding month for the then current Contract Year. Concessionaire shall also provide such statement for periods of non-operation. Concurrent with such monthly statement, the

Concessionaire shall pay to State the appropriate rental fee based on the Gross

Receipts for the preceding calendar month as prescribed above. Payments to State shall be made to the order of the Department of Parks and Recreation and delivered to the District Office identified in Section 61, Contract Notice, or at such other location as may from time to time be designated by State. If, at the end of the Contract Year, the total of monthly percentage rental payments made (or due) during that Contract Year is less than the Minimum Annual Rent required for that Contract Year, the difference shall be remitted to State with the last monthly sales statement for the Contract Year.

Payments must be received by State on or before the fifteenth (15th) day of the month as described above. Any late payment shall constitute a default and breach of contract, giving rise to State's remedies as set forth below. Further, any late payment will be subject to a late penalty consisting of an administrative charge on the late amount, calculated at the rate of five percent (5%) of the amount of the late payment or portion thereof. The parties agree that the late charge represents a fair and reasonable estimate of the costs State will incur because of late payment. Acceptance of the late charge by State shall not constitute a waiver of Concessionaire's default for the overdue amount, nor prevent State from exercising the other rights and remedies granted under this Contract. Concessionaire shall pay the late charge as additional rent with the next monthly rent payment.

Any amount due to State, if not paid within five (5) days following the due date, will bear interest from the due date until paid at the rate of ten percent (10%) per year.

However, interest shall not be payable on late charges incurred by Concessionaire.

Payment of interest shall not excuse or cure any default by Concessionaire.

Upon written request by the Concessionaire to State demonstrating unusual or extenuating circumstances causing the late payment, the State, in its sole discretion, may waive the late charge. Further, in the event Concessionaire is prevented from carrying on the operations contemplated herein by reason of Force Majeure, as defined in Section 63, (Force Majeure) and when requested in writing in advance by

Concessionaire, Minimum Rent may be abated in proportion to the amount by which

Gross Receipts are reduced by the occurrence for such period of reduced or non-operation, as determined in the sole discretion of State.

If this Contract is terminated by State because of Concessionaire's default, and if

Concessionaire becomes liable for any deficiency in rent and/or fees by way of damages or otherwise, or if at any time during the Contract term Concessionaire ceases to conduct in the Premises the business referred to herein below, then from and after the time of the breach causing this termination, or from and after the time of the cessation of business, all unpaid rent and/or fees prior to the breach causing termination or cessation of business shall become due and payable. The amount due shall be deemed to be the greater of: (a) the Minimum Rent provided herein, or (b) an amount based upon the average of the payments that have accrued to State as percentage rent during the twenty-four (24) months preceding the termination or cessation of business, unless the termination or cessation occurs within three (3) years of the beginning of the Contract term, in which event the previous twelve (12) (or fewer, if applicable) months shall be used as the basis of this average.

5. GROSS RECEIPTS

The term "Gross Receipts,” wherever used in this Contract, is intended to and shall mean all moneys, property, or any other thing of value received by or owed to

Concessionaire and any sub-concessionaire or operator, if other than Concessionaire, through or in connection with the operation of the concession, including any concession related business carried on through the internet or catalog sales, or from any other business carried on or in connection with the Premises, or from any other use of the

Premises, and/or of any business of any kind that uses the names licensed by this

Contract, or that associates with or implies an endorsement by State, all without deduction. The term "Gross Receipts" shall not include any sales taxes imposed by any governmental entity and collected by Concessionaire.

Reservation deposits shall not be included in Gross Receipts until the services that relate to the deposit have been rendered by Concessionaire or the reservation has been canceled and the deposit has been retained by Concessionaire in accordance with the Concessionaire’s deposit policy as approved in advance in writing by the State. At the State’s sole discretion, such advance deposits may be retained by the State until the revenue is earned, at which time the State will release payment to the Concessionaire less any reservation, administrative, and/or transaction fees. Should the State elect not to retain the advance deposits, they shall be retained by the Concessionaire in an interest-bearing joint trust account. All earned interest, including interest earned on a reservation deposit, shall be included in Gross Receipts for the month such earned interest is reported to Concessionaire.

6. OTHER FINANCIAL REQUIREMENTS

A. Facility Improvements: Concessionaire shall plan, design, construct, and complete all concession Facility Improvements, which are those improvements described in Concessionaire’s Facility Improvement Plan, attached hereto as Exhibit J, without cost to State and Section 24, Construction and Completion of Improvements. Facility Improvements shall have a minimum expenditure of five million dollars ($5,000,000). Any penalties, lien charges, and/or costs to resolve construction related disputes shall not be included in the minimum expenditure amount. After completion of all concession Facility Improvements and acceptance by

State, if there remains an unspent balance of the five million ($5,000,000), Concessionaire shall pay this unspent balance to State as an additional rental payment no later than thirty (30) days from State’s acceptance of the concession Facility Improvements.

B. Facility Maintenance and Improvement Account:

Concessionaire will establish a separate fund known as the Facility

Maintenance and Improvement Account (FMIA), with a financial institution licensed to do business in California and acceptable to the State no later than thirty (30) days from the Commencement Date of this Contract. The

FMIA shall be considered a requirement that is additional to the minimum expenditure above for Facility Improvements.

No later than 15 days before the end of the month, Concessionaire shall deposit in the account an amount equal to four percent (4%) of the monthly Gross Receipts from the previous month. Concessionaire shall make its first deposit beginning the first month after the Commencement

Date of this Contract.

The account shall be interest bearing with all interest accruing to the account. The account will generate monthly account statements directly to the State. Any withdrawal from this account requires prior approval of the State’s authorized representative. State may alternatively request Concessionaire pay the FMIA directly to a State managed contingent account.

Monies held within the FMIA shall be used for upgrades or projects to the Premises, which provide for the sustainability, improvement and benefit of the park unit and the general public in accordance with Section

25, Modifications, Additions, Title to Improvements, of this Contract. All expenditures shall be mutually agreed upon by both parties annually.

Concessionaire shall report monthly deposits and expenditures on the

DPR 54 Concessionaire’s Monthly Report of Operation, Exhibit B.

Any balances remaining in the FMIA at the end of the contract term, shall be paid to the State as an additional rental payment.

7. USE OF PREMISES

The Premises shall be used by the Concessionaire for the operation of a historic style event space and lodging facility. The Concessionaire shall provide the public with high-quality overnight lodging, in accordance with the vision of the Park’s General Plan.

The manner of operation shall promote Sonoma State Historic Park’s spirit of place, protect and accentuate the unique nature of the Blue Wing Inn adobe building, balance the dual objectives of providing quality lodging experience for park visitors and protect the sensitive natural resources and historic integrity of the building and surrounding area. Additionally, the Concessionaire shall provide an area for catered events provided at reasonable prices in a manner consistent with the appropriate interpretive period that enhances the visitor’s experience and the interpretive, natural, and cultural resources of the park. The Premises shall be planned, designed, constructed, equipped, furnished, managed, operated, and maintained as a historic adobe structure and courtyard.

Improvements to the Premises shall be guided by the historic structures report and historic research. Repairs to the exterior and interior, including the rear courtyard, shall reflect the appropriate historical period from 1849 to 1856.

The event space shall accommodate up to 150 guests along with visitor-serving amenities that shall be accessible and subject to the use and enjoyment of the general public. The event space may include interior space within the building as well as the outdoor courtyard. The lodging space could include up to five rooms, including three of them with kitchens (two on the first floor and one on the second floor). Please note:

There is no parking associated with this building other than the city managed street parking on East Spain Street.

Concessionaire shall propose an Operation Plan, Facility Improvement Plan, and

Interpretive Plan that is consistent with the Use of Premises as set forth in this Contract.

State may modify the plans as is reasonable and necessary to meet the intention of the

State for this concession operation and the mission of California State Parks. Once

State has approved Concessionaire’s Operation Plan, Improvement Plan, and

Interpretive Plan, they will be incorporated herein and made part of this Contract as

Exhibits I, J, and L respectively.

Buildings, structures, architectural features and cultural landscapes that are designated “historic” shall be maintained in accordance with all applicable laws pertaining to historic structures and their preservation, some of which are listed in

Section 29 (Compliance With Laws, Rules, Regulations, and Policies).

Once the site is operational, the concession services for lodging shall be provided twenty-four (24) hours per day, each day throughout the term of the contract.

Special Events hosted by Concessionaire shall be open for each event during times agreed upon by the District Superintendent or designee for each event during each year of the Contract. If State deems the hours of operation inadequate for proper service to the public, State may require Concessionaire to adjust the days and/or hours of operation to a schedule provided by State. Concessionaire may remain open on other dates, observing same (or longer) hours, at Concessionaire's discretion with the concurrence of State. In the event of adverse weather or other operating conditions, State may permit the concession to close at any time during the term of this Contract.

Where safety or health violations are present, or where there has been a lapse in insurance or bond coverage, the District Superintendent shall require a concession to temporarily close for business. The concession shall not be allowed to reopen until the violations and/or deficiencies have been corrected to the satisfaction of the State.

Concessionaire shall not use or permit the Premises to be used in whole or in part during the term of this Contract for any purpose other than as set forth herein without the prior written consent of the State.

Concessionaire shall ensure a competent person shall be on the Premises at all times while the concession is in operation. If the on-site manager is other than the

Concessionaire, State reserves the right to approve such manager.

8. RATES, CHARGES AND QUALITY OF GOODS AND SERVICES

Concessionaire shall staff, operate, manage, and provide all goods, services, and facilities offered in a first-class manner and comparable to other high-quality concessions providing similar facilities and services. State reserves the right to prohibit or modify the sale or rental of any item, accommodation, or service for public safety and/or to ensure that the public receives, in the State’s view, fair pricing, proper service, and appropriate quality. Any changes to rates or charges to park visitors proposed by

Concessionaire shall be submitted in writing for the State’s approval but does not require a formal amendment to the contract. Rate changes may not be imposed retroactively.

9. EMPLOYEE ORIENTATION AND TRAINING

All concession employees, staff and volunteers shall receive training to include an orientation on the state park system, and local points of interest, provided by

Concessionaire. Such orientation shall be sufficient to permit concession employees to reply adequately to inquiries from the visiting public. Training also shall include job or task-specific training necessary to ensure high-quality job performance in a manner consistent with the protection of the state park system and its visitors. Concessionaire’s

Employee Training/Orientation Program is subject to approval by the State.

Concessionaire shall train all Concession employees, staff and volunteers in understanding the history, resources and culture of Sonoma State Historic Park and expectations for customer service, which shall include disability awareness and how to accommodate visitors with disabilities.

Security: Concessionaire will require all concession employees, staff and volunteers in positions of special trust, as determined at the sole discretion of the

District Superintendent or designee, to undergo a background check, including references and fingerprints, to ensure that the individual has an acceptable record as a law-abiding citizen. Positions of special trust include, but are not limited to, those members of Concessionaire’s staff that will have direct contact with minors, the elderly, special-needs persons or other vulnerable populations. The background check must comply with all California laws pertaining to background checks including but not limited to California Government Code sections 12952 and Labor Code section 432.7. The background checks shall be equivalent to the California Department of Justice’s Live-

Scan Program. Background check reports shall be provided to the State as requested. Concessionaire shall be responsible for all costs associated with said background checks. Concessionaires shall assess whether any criminal conviction has a direct and adverse relationship to the duties of the positions of special trust, and if so, consider it as a basis for removing the employee from that position, disqualifying an applicant or revoking an offer of employment.

10. ALCOHOLIC BEVERAGES

Concessionaire may sell (describe what is authorized for sale: beer, beer and wine, and/or distilled spirits with bona fide meals only, etc.) in the (describe where alcohol can be sold: campground store, restaurant, saloon, etc.) for (describe conditions for sale: “on the Premises” or “off the Premises” consumption only). Concessionaire may sell wine in manufacturer-sealed containers (e.g. sealed cans or bottles) for off-the-

Premises or in-room consumption as long as the order is picked up from the Premises by the consumer and proper identification is displayed. If alcoholic beverages are prohibited from consumption in the park unit (other than the Premises), this section is not intended to waive that rule or regulation. No other alcoholic beverages shall be sold.

Concessionaire shall ensure that a competent adult person twenty-one (21) years of age or over shall be on the Premises at all times to supervise the sale of alcoholic beverages. Further, the sale of alcoholic beverages shall be subject to any regulations established for the State by the Director of the Department of Parks and Recreation and the regulations established by the Department of Alcoholic Beverage Control. Upon termination of this Contract, the Concessionaire shall transfer any alcohol licenses associated with this concession to the future concessionaire pursuant to the processes established by the Department of Alcohol Beverage Control; any sale of said licenses from the Concessionaire to the future concessionaire shall not exceed the

Concessionaire’s costs to obtain the licenses.

11. HEALTHY FOODS INITIATIVE

As the primary food providers in California state parks, participation by concessionaires in the State’s efforts to promote healthy and sustainable food practices is critical. To that end and in accordance with State’s mission to provide for the health of

Californians, Concessionaire shall promote the importance of healthy, locally and sustainably grown, organic foods, and shall use sustainable practices, organic ingredients, and recycled products whenever possible. These practices shall include the following:

A. To the extent possible, Concessionaire shall develop a network of local farmers and ranchers who are dedicated to sustainable agriculture and can assure a steady supply of pure and fresh ingredients.

B. Concessionaire shall offer a selection of food and beverage items that conform to the definition of healthy foods as defined by the U.S.

Department of Agriculture and the Food and Drug Administration in the

Code of Federal Regulations, Title 9, Section 317 and Title 21, Section

101.

1) Concessionaire shall offer a selection of beverages with no sugar added, such as bottled water, natural fruit juices, and tomato juice.

2) To the extent possible, Concessionaire shall provide food products that are as pure and natural as possible, without synthetic additives, pollutants, or unnecessary packaging and marketing.

12. HOUSEKEEPING, MAINTENANCE, REPAIR AND REMOVAL

At Concessionaire's own cost and expense, Concessionaire shall maintain the

Premises and areas in, on, or adjacent to a distance of not less than twenty (20) feet, including personal property and equipment, in a clean, safe, wholesome, and sanitary condition free of trash, garbage, or obstructions of any kind. Removal and disposal of all rubbish, refuse, and garbage resulting from concession's operations shall be the

Concessionaire’s responsibility and shall be disposed of outside the park unit and in accordance with applicable laws and local ordinances. All trash containers and/or trash bins shall be adequately screened to the satisfaction of State. Concessionaire shall remedy without delay any defective, dangerous, or unsanitary conditions.

A. Housekeeping: Housekeeping activities are defined as all those activities concerned with keeping facilities clean, neat, and orderly, and includes, but is not limited to, mowing, raking, sweeping, vacuuming, mopping, stripping, waxing, dusting, wiping, washing, hosing, and other general care or cleaning of interior and exterior floors, walls, ceilings, doors, windows, facility fixtures, and all adjacent grounds and walks. Concession housekeeping shall conform to

California State Park standards as stated in Chapter 8 of the Department

Operations Manual.

B. Maintenance and Repairs: Concessionaire shall maintain all concession facilities and personal property and equipment on the Premises in good condition and repair at Concessionaire's sole cost and expense at all times during the term of this Contract. Such maintenance shall conform to State Park standards as stated in Chapter 8 of the Department Operations Manual. For the purposes of this Contract, the term “maintenance” is defined as all repair and preservation work necessary to maintain concession facilities and personal property and equipment in a good state of repair, as well as to preserve them for their intended purpose for an optimum useful life.

Should Concessionaire fail, neglect, or refuse to undertake and complete any required maintenance, State shall have the right to perform such maintenance or repairs for Concessionaire. In this event, Concessionaire shall promptly reimburse State for the cost thereof provided that State shall first give

Concessionaire ten (10) days written notice of its intention to perform such maintenance or repairs. State shall not be obligated to make any repairs to or maintain any improvements on the Premises. Concessionaire hereby expressly waives the right to make repairs at the expense of State and the benefit of the provisions of §1941 and 1942 of the Civil Code of the State of California relating thereto if any there be. State has made no representations respecting the condition of the Premises, except as specifically set forth in this Contract.

C. Removal and Restoration. At the expiration or sooner termination of this

Contract, Concessionaire at its own expense shall remove all personal property brought onto the Premises by Concessionaire. Concessionaire, at

Concessionaire's expense, shall restore and repair the Premises, and any of

Concessionaire's improvements or fixtures remaining thereon, to a good, clean, safe, and fit condition, reasonable wear and tear expected, and shall completely remedy all injuries to the Premises.

13. RESOURCE CONSERVATION

A. Environmental Conservation Program: Concessionaire shall set a positive example in waste management and environmental awareness that shall lead to preservation of the resources of the State. Accordingly, Concessionaire shall prepare and execute a program, subject to the prior written approval of the State, designed to reduce environmental impacts that result from concession operations. This program shall address, but not be limited to solid waste management, including reduction, reuse and recycling; water and energy conservation, pest management, grease removal and disposal, hazardous materials handling and storage, and air quality. Specifically, the program must include the following:

1) Recycling and Beverage Container Programs: The Concessionaire shall implement a source reduction and recycling program designed to minimize concession and patron use of disposable products, per Public

Contract Codes §12161 and 12200 et seq. Reusable and recyclable products are preferred over "throwaways Where disposable products are needed, sustainable packaging shall be used in accordance with the

Sustainable Packaging Act of 2018 (SB 1335). No Styrofoam containers or other non-biodegradable containers are to be used or sold by

Concessionaire. The use of "post-consumer" recycled products is encouraged wherever possible.

The Concessionaire shall participate in the California beverage container redemption/recycling program. Products to be recycled include, but are not limited to, paper, newsprint, cardboard, bimetal, plastics, aluminum and glass. At the start of each Contract Year, Concessionaire and State shall review items sold, and containers or utensils used or dispensed by Concessionaire, and, whenever possible, eliminate the use of non-returnable or non-recyclable containers or plastics.

2) Water and Energy Conservation: The Concessionaire shall implement water and energy conservation measures. As new technologies are developed, Concessionaire shall explore the possibility of integrating them into existing operations where there is potential for increased efficiency, reduced water or energy consumption, and/or reduced impacts on the environment.

3) Erosion Control/Water Quality/Environmental Sensitivity: The

Concessionaire shall comply with all requirements set forth by various oversight agencies that have jurisdiction and oversight authority relating to the Premises and surrounding properties, including, but not limited to, erosion control, water quality and environmental sensitivity standards.

B. Resource Management and Preservation: Concessionaire shall comply with State’s resource management and preservation mandates in the conduct of all activities that impact cultural, natural, or scenic resources. These mandates include the Public Resources Code §5024, 5097 et seq. and §21080.3, the

Department Operations Manual Chapter 300, Department’s cultural resource directives and Secretary of the Interior’s Guidelines for Historic Preservation.

C. Air and Water Pollution Violation: Under State laws, Concessionaire shall not be (1) in violation of any order or resolution not subject to review promulgated by the State Air Resources Board or an air pollution control district; (2) subject to cease and desist order not subject to review issued pursuant to §13301 of the

Water Code for violation of waste discharge requirements or discharge prohibitions; or (3) finally determined to be in violation of provisions of federal law relating to air or water pollution.

D. Environmental Compliance and Resource Protection: The concessionaire shall comply with State’s Cultural and Natural resource management mandates in the conduct of all activities that may potentially affect cultural, natural, and/or scenic values. These mandates include, but are not limited to, the California

Environmental Quality Act (CEQA/PRC 21074), the Memorandum of

Understanding between California State Parks and the Office of Historic

Preservation Executive Orders W-26-92 and B-10-11, Departmental Notice 2004-

02, PRC §5024, §5024.5 and §5097 et seq., the Native American Graves

Protection and Repatriation act (NAGPRA) (PL 101-601, 25 U.S.C. 3001 et seq., 104 stat. 3048) the Secretary of the Interior’s Standards for the Treatment of

Historic Properties with Guidelines for Preserving, Rehabilitating, Restoring &

Reconstructing Historic Buildings, the California Endangered Species Act, the

Federal Endangered Species Act, the Clean Air Act, the Clean Water Act, and the Porter Cologne Water Quality Act. When an undertaking has a Federal nexus, the National Historic Preservation Act (NHPA)-Section 106 (36 CFR Part

800.1 to 800.16) and the National Environmental Policy Act (42 U.S.C. §4321) will be required as well. The California State Parks Departmental Operations

Manuals (DOM 300, 400, and 2000) for natural and cultural resources shall also be complied with for projects with the potential to affect resources.

All resource management projects proposed within the Premises will be undertaken with the oversight provided by the appropriate State staff, specifically

Environmental Scientists, State Historians, and State Archaeologists.

Sensitive information will be safeguarded from general public distribution as required by state and federal law (California Government Code Section

65040.2(g)(3); 6254.10; 43 CFR 7, Section 7.18(a)).

14. HAZARDOUS SUBSTANCES

A. On the Premises, Concessionaire shall not:

1) Keep, store, or sell any goods, merchandise, or materials that are in any way explosive or hazardous.

2) Undertake or engage in any offensive or dangerous trade, business, or occupation; or

3) Use or operate any machinery or apparatus that shall injure the

Premises or adjacent buildings in any way.

B. Nothing in this Section shall preclude Concessionaire from bringing, keeping, or using on or about said Premises such materials, supplies, equipment, and machinery as is appropriate or customary in conducting Concessionaire’s business.

C. Storage of Hazardous Materials: Concessionaire shall comply with all applicable laws and best practices pertaining to the use, storage, transportation, and disposal of hazardous substances. Gasoline, oil and other materials considered under law or otherwise to be hazardous to public health and safety shall be stored, handled, and dispensed as required by present or future regulations and laws.

D. Concessionaire shall protect, indemnify, defend, and hold harmless the

State or any of its affiliates, successors, principals, employees, or agents against any liability, cost, or expense, including attorney fees and court costs, arising from illegal use, storage, transportation, or disposal of any hazardous substance, including any petroleum derivative, by Concessionaire. Where Concessionaire is found to be in breach of this provision due to the issuance of a government order directing Concessionaire to cease and desist any illegal action in connection with a hazardous substance, or to remediate a contaminated condition directly caused by Concessionaire or any person acting under Concessionaire’s direct control or authority, Concessionaire shall be responsible for all cost and expense of complying with such order, including any and all expenses imposed on or incurred by the State in connection with or in response to such government order. Notwithstanding the foregoing, in the event a government order is issued naming Concessionaire, or Concessionaire incurs any liability during or after the term of the Contract in connection with contamination that preexisted the

Concessionaire’s obligations and occupancy under this Contract or prior contracts, or that were not directly caused by Concessionaire, the State shall be solely responsible as between Concessionaire and the State for all expenses and efforts in connection therewith, and State shall reimburse Concessionaire for all reasonable expenses actually incurred by Concessionaire therewith.

E. Certification: Upon termination of this Contract, when requested by State, Concessionaire shall provide certification prepared by a Certified Industrial

Hygienist that there is no hazardous waste contamination and/or damage to the

Premises.

15. PEST CONTROL ACTIVITIES

Pest inspections shall be performed regularly as determined by the State.

Concessionaire will remedy all pest infestations in a timely manner. Concessionaire shall provide to State copies of all pest inspection reports or other professional assessments of the condition of the facilities.

All pest control activities, chemical and non-chemical, shall be approved by the

State prior to action by the Concessionaire. Concessionaire, or the pest control business acting on behalf of Concessionaire, shall submit a DPR 191, Pest Control

Recommendation (or equivalent) to the State for approval. The State has fourteen (14) days to approve or deny the request. Such approval shall be solely for compliance with

State’s policies and in no way shall relieve Concessionaire or its contractors, employees, agents or representatives from compliance with all laws and regulations concerning such activities and from carrying out the work in a workmanlike manner.

Concessionaire, or the pest control business acting on behalf of Concessionaire, shall submit a report of completed work for each pest management action to the State no later than seven (7) days after performance of the work. The report may be submitted on a DPR 191, Pest Control Recommendation (or equivalent information).

16. UTILITIES AND SERVICES

Concessionaire shall be responsible for all costs associated with the installation and provision of all utilities necessary to and used in connection with the Premises, including but not limited to sewage disposal. When installing facilities, no trees shall be trimmed or cut without permission of State.

17. EQUIPMENT

Concessionaire, at Concessionaire's own expense, shall completely equip the concession improvements described herein and shall keep the same equipped in a safe and first-class manner throughout the term of this Contract.

18. PERSONAL PROPERTY

Except to the extent covered by Section 25, Modifications, Additions, Title to

Improvements, title to all personal property provided by Concessionaire shall remain with Concessionaire. Concessionaire shall not attach any personal property to any building without first obtaining State’s written approval. Unless approved in writing by

State, all property attached to real property will be considered a real property improvement and shall become property of State at the time this Contract is terminated.

19. SIGNS AND ADVERTISING

No signs, logos, names, placards, or advertising matter shall be inscribed, painted, or affixed upon Premises, circulated, or published, including electronically or on the internet, without prior written consent of the State and only consistent with the purposes of the Contract.

20. PHOTOGRAPHY

State may grant permits to persons or corporations engaged in the production of still and motion pictures and related activities for the use of the Premises for such purposes when such permission shall not interfere with the primary business of

Concessionaire. Such permits shall not be deemed to be a competitive activity with regard to Concessionaire’s rights to possession and operation under this Contract.

21. INTELLECTUAL PROPERTY RIGHTS

A. Clarify Ownership of Pre-existing Intellectual Property Rights: Other than as specifically identified and authorized in this Contract, no names, logos, trademarks or copyrighted materials belonging to and/or associated with State or the California state parks shall be used, circulated, or published without the express written consent of the State. Further, no such use, even if permitted herein, or otherwise, shall be deemed to instill in Concessionaire any rights of ownership on such names, logos, trademarks, copyrights or other materials, and any rights to such use shall not, under any circumstances, continue beyond the term of the Contract.

Any trademarks and/or copyrights belonging to Concessionaire prior to the commencement of the Contract must be disclosed in writing and shall remain in

Concessionaire’s sole ownership upon termination of the Contract.

During the course of this relationship, Concessionaire shall only use the name, “Blue Wing InnTM” to operate the historic style event space and lodging facility, in connection with Concessionaire’s operation of the Premises and its performance under this Contract and may not use any additional and/or different names, trademarks or logos in association with this Concessionaire’s performance under this Contract except as authorized by written license agreement. Concessionaire is authorized to file a fictitious business name statement or dba to operate the “Blue Wing InnTM. ”

Concessionaire is solely responsible for determining whether a fictitious business name statement/dba is necessary for its lawful operation of the

Premises. Should Concessionaire file a fictitious business name statement/dba, Concessionaire agrees to notify State and provide copies of the application and approval by the appropriate state or local entity. Concessionaire agrees to complete all necessary steps, including filing the requisite forms and filing fees, to abandon such dba/fictitious business name statement at the termination of this

Contract.

B. Ownership of New Logos and Trademarks Developed During Contract:

Any names, logos, and/or trademarks developed during and/or pursuant to this

Contract that in any way associate with, identify or implicate an affiliation with the

State or the historical or cultural resources connected to the Premises, and/or are funded by the State shall be approved in writing by the State, shall belong to the

State upon creation, subject to express written agreement otherwise, and shall continue in the State’s exclusive ownership upon termination of the Contract.

Further, all goodwill and other rights in said marks shall inure to the benefit of the

State as the mark owner.

C. Ownership of new Copyrights, Developed by Concessionaire for the State, Absent a Separate Written Agreement: Any copyrighted materials developed and created by Concessionaire for the State during the term of this Contract shall be deemed to be “works for hire” under the United States Copyright Act 17 USC

§101 et seq. and shall, unless otherwise agreed to in writing, belong to the State upon creation, and continue in the State’s exclusive ownership upon termination of this Contract. Unless otherwise agreed to in writing, Concessionaire intends and agrees to assign to the State all rights, title, and interest in and all works created pursuant to this Contract as well as all related intellectual property rights.

Concessionaire agrees to cooperate with the State and to execute any document reasonably necessary to give the foregoing provisions full force and effect including, but not limited to, an assignment of copyright.

D. Concessionaire Rights in Separately Created Works: Any copyrighted materials and/or trademarks developed and created by Concessionaire separate and apart from this Contract, shall belong to Concessionaire, and shall continue in Concessionaire’s exclusive ownership upon termination of this Contract. In the event that any trademarks and/or copyrights are created by Concessionaire during the term of this Contract and same are proposed for use in connection with Concessionaire’s performance under the Contract, Concessionaire shall promptly notify the State in writing of its intention to retain ownership in the specific trademarks and/or copyrights.

E. Construction Projects and/or Concessionaire Deliverables: As stated above, any works developed by Concessionaire pursuant to this Contract, including all related copyrights and other proprietary rights therein, shall be deemed to be “works for hire” under the United States Copyright Act, 17 USC

§101 et seq., and shall belong to the State upon creation, and continue in the

State’s exclusive ownership upon termination of this Contract. These works shall include, but are not limited to, all drawings, designs, reports, specifications, notes, and other works developed in the performance of this Contract. Upon request, Concessionaire shall deliver to the State the disk or tape that contains the design files of any work that is performed with the assistance of Computer

Aided Design and Drafting (CADD) technology, and shall specify the supplier of the software and hardware necessary to use said design files. Operator intends and agrees to assign to the State all rights, title, and interest in and to such materials as well as all related copyrights and other proprietary rights therein, unless otherwise agreed to in writing.

Concessionaire warrants that it is the sole exclusive owner and has the full right, power, and authority over all tangible and intangible property deliverable to the State in connection with this Contract, and that title to such materials conveyed to the State shall be delivered free and clear of all claims, liens, charges, judgments, settlements, encumbrances, or security interests.

Concessionaire agrees not to incorporate into or make any deliverables dependent upon any original works of authorship or Intellectual Property Rights of third parties without (1) obtaining the State’s prior written permission, and (2) granting to or obtaining for the State a nonexclusive, royalty-free, paid-up, irrevocable, perpetual, world-wide license to use, reproduce, sell, modify, publicly and privately perform, publicly and privately display, and distribute, for any purpose whatsoever, any such prior works.

Concessionaire further warrants that all deliverables do not infringe or violate any patent, copyright, trademark, trade secret, or any other intellectual property rights of any person, entity, or organization. Concessionaire agrees to execute any documents reasonably requested by the State in connection with securing the State’s registration of patent and/or copyrights or any other statutory protection in such work product including an assignment of copyright in all deliverables. Operator further agrees to incorporate these provisions into all of its contracts with architects, engineers, and other consultants or contractors.

Concessionaire, at its sole expense, shall hold harmless, protect, defend, and indemnify the State against any infringement action and/or dispute brought by a third party in connection with any deliverable hereunder. Concessionaire shall pay all costs, expenses, losses, damages, judgments, and claims including reasonable attorney’s fees, expert witness fees, and other costs.

F. If Concessionaire makes a legal claim or assertion to have a trademark or service mark interest in violation of California Public…