EXHIBIT 7

PURCHASE AND SALE AGREEMENT

TO BE COMPLETED PER RFP

INSTRUCTIONS, ABOVE, SIGNED,

AND SUBMITTED WITH JAMESSTREET PROPOSAL

(BEGINS ON NEXT PAGE)

NRRD RFP FOR SALE OF REAL PROPERTY

NAPA RIVER RECLAMATION DISTRICT AGREEMENT NO.

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered intoby and between the NAPA RIVER RF,CLAMATION DISTRICT, a special district of the State ofCalifornia fornned pursuant to California Water Code sections 50000 et seq. (hereinafter referred toas "SELLER" or "District"), and , a/an(hereinafter referred to as "BUYER"). SELLER and BUYER shall be referred to from time to timehereinafter individually as (wp,,tyj5 0r together as "Parties."

RECITALS

WHEREAS, SELLER is the owner of an approximate .06 acre parcel of real propertyconsisting of and located at the southerly one-half of James Street, Napa, California, identified asNapa County Assessor's Parcel No. 048-043-035-000, and more particularly described by the legaldescription that is attached hereto and incorporated herein by this reference as Exhibit "A" anddepicted by the map that is attached hereto and incorporated herein by this refmence as Exhibit "B"- which together with all rights, privileges, easements, and appurtenances thereto, including,without limitation, all mineral and water rights and all permanent improvements located thereon atclose of escrow, are hereinafter collectively referred to as "the Property;" and

WHEREAS, on December 6, 2018, pursuant to Governrnent code section 25526, the NapaRiver Reclamation District Board of Trustees ("Board") duly adopted Resolution No. 2018-77declaring the District's intention to sell the Property (the "Resolution of Intent"), which set forth allterms and procedures for sale by the District of the Property, including the i.ssuance of a Requestfor Proposals ("RFP"); and

WHEREAS, on Febmary 7, 2019, pursuant to California Government Code section 25535,theBoardadoptedResolutionNo.20l9- selectingBUYERasthepurchaserofthePropertyaftercompletion of the RFP process and in accordance with the Resolution of Intent.

WHERF,AS, SELLER and BUYER entered into direct negotiations for the purchase ands,ale of the Property and have reached agreement on the terms and conditions thereof, all as setforth herein.

TERMS

NOW, THEREFORE, in consideration of the promises set forth herein and for othervaluable consideration, the receipt and sufficiency of which are hereby acknowledged, SELLERagrees to sell and BUYER agrees to purchase the Property according to the terms and conditions inthis Agreement, as follows:

1. RECITALS. The foregoing recitals are true and correct. If the description of the Propertyset forth above or in the attached Exhibits is incomplete or inaccurate, this Agreement shallnot be invalid and the legal description shall be completed or corrected to meet the

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requirements of Placer Title Company ("Title Company"), which shall issue the TitleCommitment prior to the Expected Closing Date, as hereinafter described.

2. EFFECTIVE DATE. This Agreement shall be effective as of the last date of execution bySELLER or BUYER, as indicated on the last-signed counterpart signature page below (the"Effective Date").

3. PURCHASE PRICE. BUYER agrees to pay to SELLER, and SELLER agrees to accept,for BUYER's purchase of the Property, the amount of $ (the"Purchase Price") (both Parties' signatories to initial here : / ). In additionto the Purchase Price, BUYER shall also pay through escrow all amounts necessary to p@yany and all real estate brokerage commissions or fees owed to any real estate brokers oragents retained by or representing BUYER, and any and all escrow, title, and recording feesand costs.

4. ENTIRE AGREEMENT. THIS AGREEMENT CONSTITUTES THE ENTIRE

AGREEMENT BETWEEN THE PARTIES RELATING TO THE SUBJECT OF THIS

AGREEMENT AND SUPERSEDES ALL PREVIOUS AGREEMENTS, PROMISES,REPRESENTATIONS, tTNDERSTANDrNGS, AND NEGOTIATIONS, WHETHERWRITTEN OR ORAL, AMONG THE PARTIES WITH RESPECT TO THE SUBJECTMATTER HEREOF. ANY WAIVER, MODIFICATION, OR CONSENT WITHRESPECT TO ANY PROVISION OF THIS AGREEMENT MUST, IN ORDER TO BEENFORCEABLE, BE SET FORTH IN WRITING AND DULY EXECUTED BY BOTHPARTIES AS AN AMENDMENT OF THIS AGREEMENT. PERFORMANCE OF THIS

AGREEMENT CONSTITUTES THE ENTIRE CONSIDERATION FOR THE

CONVEYANCE OF THE PROPERTY.

s. BUYER'S OBLIGATIONS.

a. DEPOSIT AND TERMS GOVERNING DEPOSIT.

1. BUYER has delivered to SELLER a deposit in the sum of $2,500("Deposit") in the form of a cashier's check made payable to Placer TitleCompany, whose address is s Financial Plaza #205, Napa, CA 94558,and whom the Parties agree will serve as escrow holder for the Property'spurchase (the "Escrow Holder"). The Deposit shall be refundable toBUYER during the Due Diligence Period, as defined below. If BUYERelects to proceed with the transaction at the expiration of the DueDiligence Period, the Deposit shall then be non-refundable to theBUYER except in the event of a SELLER's default that results in atermination of this Agreement or otherwise provided in Paragraphs 15and 16. The Deposit shall be credited towards the Purchase Price at theClosing. All days referenced in this Agreement shall mean calendar daysunless otherwise specified.

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11. BUYER and SELLER shall open escrow with Escrow Holder. Uponopening of escrow on the BUYER's purchase of the Property fromSELLER, SELLER will deliver the Deposit check to the Escrow Holder.Escrow Holder shall place the Deposit in a federally insured bank in aninterest bearing account whose term is appropriate and consistent withthe timing requirements of this transaction. The interest therefrom shallbe deemed part of the Deposit and accrue to the benefit of BUYER untilthe earliest of the following events: Close of Escrow, refund of theDeposit to BUYER if BUYER timely exercises the right to cancel theescrow as provided for below, or payment by the Escrow Holder of theDeposit amount to SELLER after the Deposit becomes non-refundableincluding, as liquidated damages, and if BUYER fails to consummatepurchase of the Property and proceed to the close of escrow as providedfor below. BUYER will provide to the Escrow Holder, at the time of theopening of escrow, BUYER's Federal Tax Identification Number. Theinterest bearing account for the purpose of holding the Deposit cam'iot beopened until BUYER's Federal Tax Identification Number is provided.Until then, the Escrow Holder shall hold the Deposit and no iriterest shallaccrue or be payable to BUYER on the Deposit.

111. Within five 4ays after Escrow Hol4er receives the Depos,it and places itin the interest-bearing account, Escrow Holder shall release $100 of thedeposited funds ("Independent Consideration") to SELLER as and forindependent consideration for SELLER's execution of this Agreementand the granting of the contingency period to BUYER as hereinprovided. Such independent consideration is non-refundable to BUYERand shall not be considered part of the Deposit after the Deposit isreceived by Escrow Holder, but the Independent Consideration becredited toward the BUYER's payment of the Purchase Price at Close ofEscrow, if such occurs.

b. PAYMENT OF PURCHASE PRICE AND OTHER CHARGES.

i. Prior to, and as a condition of close of escrow, BUYER shall pay into escrowthe amount of money necessary to yield net funds payable by the Escrow Holderto SELLER at the close of escrow in the amount of the Purchase Price, andBUYER shall also pay into escrow the amount of money necessary to pay anyand all real estate commissions or fees owed to any real estate broker or agentretained by BUYER (which shall be the sole responsibility of BUYER), and anyand all escrow fees, title insurance premiums, and real property transfer or othertaxes necessary for consummation of the purchase, and any and all other closingcosts. If, however, escrow is terminated as a result of SELLER's default of thisAgreement then SELLER shall pay any Title Company and Escrow Holdercancellation fees and costs.

it. BUYER shall deposit such additional funds necessary to satisfy its obligationto pay the Purchase Price with Escrow Holder, by federal funds wire transfer, or

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any other method acceptable to Escrow Holder in immediately collectable funds,no later than 2:00 P.M. on the business day prior to the Expected Closing Date;provided, however, that BUYER shall not be required to deposit such moniesinto Escrow if at the time set for the aeposit of such monies SELLER is indefault or has indicated that it will not perform any of its obligations hereunder.Instead, in such circumstances in order to reserve its rights to proceed, BUYERneed only provide the Escrow Holder with evidence establishing that therequired monies are available.

6. SELLER'S OBLIGATIONS. Prior to, and as a condition of the close of escrow, SELLERshall deposit into escrow a Quitclaim Deed suitable for recordation, which shall conveyfrom SELLER to BUYER fee title to the Property subject only to those hens, leases,recorded encumbrances, assessments, and taxes reflected by a Preliminary Title Report tobe prepared by the Escrow Holder during escrow and provided to the Parties at least fifteencalendar days prior to the time by which BUYER is deemed to have waived allcontingencies to purchase of the Property as described below.

Prior to the Expected Closing Date, SELLER shall execute and submit to the EscrowHolder an affidavit to the effect that (a) SELLER is not a "foreign person" within themeaning of Internal Revenue Code Section 1 445 or successor statutes, and (b) that SELLERis not a "nonresident" within the meaning of California Revenue and Tax Code Section18662 or successor statutes.

7. ESCROW INSTRUCTIONS. Promptly upon full execution of this Agreement by theParties, BUYER and SELLER shall open an escrow with the Escrow Holder. ThisAgreement shall constitute not only the agreement of purchase and sale between BUYERand SELLER, but also instructions to Escrow Holder for the consummation of the purchaseand sale through the escrow. Escrow Holder shall not prepare any further escrowinstructions restating or amending the Agreement unless specifically so instructed by bothParties. Subject to the reasonable approval of the Parties, Escrow Holder may, however,include its standard general escrow provisions. In the event that there is any conflictbetween the provisions of this Agreement and the provisions of any additional escrowinstructions the provisions of this Agreement shall prevail as to the Parties and the EscrowHolder.

8. DUE DILIGENCE PERIOD: BUYER shall have thirty (30) days from the Effective Date(the "Due Diligence Period"), to review all entitlements for BUYER's intended use andmake any and all inspections, investigations, tests, surveys, and appraisals of the Property asBUYER deems necessary or desirable including, without limitation, title matters, studiesrelating to environmental and soil conditions of the Property, and whether the Property issuitable for BUYER's intended use of the Property, and any other matters BUYERdetermines relate to the Property. BUYER may terminate this Agreement and receive arefund of the Deposit at any time prior to expiration of the Due Diligence Period.

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9. T{ME FOR BUYER TO WAIVE CONTINGENCIES TO CLOSE OF ESCROW. The

BUYER shall have 30 days from the Effective Date in which to cancel escrow andwithdraw from the purchase of the Property or to waive all contingencies to close of escrowon BUYER's purchase of the Property. To exercise the right to cancel the escrow prior tothe expiration of the contingency waiver period, BUYER must take steps to ensure actualreceipt by the Escrow Holder and by SELLER of the BUYER's written Notice ofCancellation of the Purchase and Escrow, signed by an authorized representative ofBUYER.

IF BUYER DOES NOT PROVIDE WRITTEN SIGNED NOTICE OF THE BUYER'S

CANCELLATION OF ESCROW, WHICH NOTICE IS ACTUALLY RECEIVEDBY ESCROW HOLDER AND SELLER NO LATER THAN s P.M. PACIFIC TIMEON THE 30"' DAY FOLLOWING THE EFFECTIVE DATE OF THISAGREEMENT, IT SHALL BE CONCLUSIVELY PRESUMED THAT BUYER HASWAIVED ALL CONTINGENCIES TO CLOSE OF ESCROW.

Unless the Parties otherwise agree in writing, and except as provided in Paragraph 15 below(Termination of Agreement Due to Destruction, Damage, or Loss of the Property), if andonly if BUYER provides such written notice to the Escrow Holder and SELLER, no laterthan s P.M. Pacific Time on the 30'h day following the Effective Date, that BUYER iswithdrawing from the purchase and cancelling escrow, then BUYER shall receive a returnfrom the Escrow Holder of the Deposit (subject to BUYER's obligations under Paragraph15, below), less only: (a) the $100 non-refundable amount paid to SELLER as considerationfor SELLER's execution of this Agreement and the granting of the contingency period toBUYER as provided above, and (b) any and all Title Company and Escrow Holdercancellation fees and costs, all of which shall be BUYER's obligation.

10. DURATION AND CLOSE OF ESCROW. For purposes of this Agreement and any otherescrow instructions, close of escrow shall occur 45 calendar days following the EffectiveDate of this Agreement (the "Expected Closing Date"). Subject to satisfaction of thecontingencies and obligations set forth in this Agreement, Escrow Holder shall close theescrow (the "Closing") by recording the Quitclaim Deed executed by SELLER and the otherdocuments required to be recorded, and by disbursing the funds and documents inaccordance with this Agreement. If the Closing does not occur on or before the ExpectedClosing Date, it may still close as soon thereafter as the escrow is in condition for Closing;provided, however, that if the Closing does not occur by the Expected Closing Date andsaid Date is not extended by mutual agreement and instructions of the Parties, a Party notthen in default under this Agreement may notify the other Party, Escrow Holder, andSELLER's Broker, in writing that, unless the Closing occurs within five business daysfollowing said notice, the Escrow shall be deemed terminated without further notice orinstructions.

11. AGENCY. The Parties understand, acknowledge, and consent to Colliers Internationalrepresenting the SELLER exclusively. Should BUYER be represented by any broker,BUYER shall bear all cost of such broker in addition to the purchase price. Furtherrnore,

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the Parties represent and acknowledge there are no other brokers or finder's fees associatedwith this transaction.

12. BUYER'S ENTRY UPON PROPERTY DURING ESCROW. At any time during theescrow period, BUYER and its agents and representatives shall have the right, at reasonabletimes and with reasonable advance notice, in a way that does not disturb SELLER's use ofthe Property, to enter upon the Property for the purpose of making inspections and tests. Nodestructive testing shall be conducted, however, without SELLER's prior approval that shallnot be unreasonably withheld. Following any such entry or work, unless otherwise directedin writing by SELLER, BUYER shall return the Property to the condition it was in prior tosuch entry or work, including the recompaction or removal of any disrupted soil or materialas SELLER may reasonably direct. All such inspections and tests and any other workconducted or materials furnished with respect to the Property by or for BUYER shall bepaid for by BUYER as and when due and BUYER shall indemnify, defend, protect, andhold harmless SELLER and the Property of and from any and all claims, hens, liabilities,losses, expenses (including reasonable attorneys' fees), damages, including those for injuryto person or property, arising out of or relating to any such work or materials or the acts oromissions of BUYER, its agents or employees in comection therewith. BUYER and anyand all agents, employees and contractors of BUYER who enter upon the Property forpurposes of conducting any inspections or tests (collectively "BUYER and its Agents")shall have the following insurance coverage in full force and effect as a condition of anyentry or continued entry onto the Property or any portion thereof, and such insurance shallbe maintained in full force and effect throughout the term of this Agreement, and thereafteras to matters occurring during the term of this Agreement:

a. Workers' Compensation Insurance. To the extent required by law, BUYER and itsAgents shall provide Workers' Compensation insurance for the performance of anyof BUYER's and its Agents' duties under this Agreement, including but not limitedto, coverage for workers' compensation and employer's liability, and a waiver ofsubrogation.

b. Liability Insurance. The following liability insurance coverages, issued by acompany admitted to do business in the State of California and having an A.M.Best rating of A VII or better or equivalent self-insurance:

1. General Liability. Commercial or comprehensive general liability[CGL] insurance coverage (personal injury and property damage) ofONE MILLION DOLLARS ($ 1,000,000) combined single limit peroccurrence and aggregate, covering liability or claims for anypersonal injury, including death, to any person and/or damage to theproperty of any person arising from the acts or omissions of BUYERand its Agents.

11. Comprehensive Automobile Liability Insurance. Comprehensiveautomobile liability insurance (Bodily Injury and Property Damage)on owned, hired, leased, and non-owned vehicles used in conjunction

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with the business of BUYER and its Agents in the amount of ONEMILLION DOLLARS ($ 1,000,000) combined single limit peroccurrence.

c. Certificates. All insurance coverages referenced in Paragraph 12(a) and (b),above, shall be evidenced by one or more certificates of coverage that shall be filedby BUYER with the SELLER prior to entry upon the Property.

13. BUYER'S DELIVERY OF COPIES OF REPORTS AND INVESTIGATION/DUEDILIGENCE AND ANALYSIS MATERIALS REGARDING THE PROPERTY AS A

CONDITION TO RETURN OF DEPOSIT FUNDS. If the purchase of the Property isnot consummated for any reason other than SELLER's default, then at SELLER's request,and as a condition to BUYER's right to receive a return of Deposit funds as provided forabove, BUYER shall, within five (5) business days after written request from SELLER,deliver to SELLER, at no charge, copies of all surveys, engineering studies, analysis, soilreports, maps, master plans, feasibility studies, and other similar items ("Reports") preparedby or for BUYER that pertain to the Property.

14. BUYER'S PURCHASE OF PROPERTY IN AS-IS CONDITION WITHOUT

RELIANCE ON ANY REPRESENTATIONS OR WARRANTIES FROM SELLER,AND WITHOUT ANY RIGHT OF CONTRIBUTION OR INDEMNITY FROMSELLER.

a. BUYER agrees and acknowledges that it is purchasing the Property and any and allimprovements located on the Property at close of escrow in "as-is" condition.BUYER further agrees, acknowledges and represents that in purchasing theProperty, it is not relying at all on any representations or warranties by SELLERrelating in any manner to the Property, and that SELLER is not and shall not berequired to remove, pay for, contribute to the payment for, or to indemnify or holdBUYER or anyone else harmless against the costs of any removal or cleanup ofimprovements, fixtures, personal property, contamination, hazardous materials, ordangerous conditions located on or affecting the Property.

b. BUYER further agrees, acknowledges and represents that in purchasing theProperty, it is not relying at all on any representations or war?anties by SELLERrelating in any manner to the Property, and that SELLER is not and shall not berequired to remove, pay for, contribute to the payment for, or to indemnify or holdBUYER or anyone else harmless against the costs of any removal or cleanup ofimprovements, fixtures, personal property, contamination, Hazardous Materials (asdefined below), or dangerous conditions located on or affecting the Property.BUYER further acknowledges and agrees that Seller has not made, does not makeand specifically negates and disclaims any representations, warranties, promises,covenants, agreements or guaranties of any kind or character whatsoever, whetherexpress or implied, including but not limited to, warranties with respect to the fitnessof the Property for a particular purpose or the suitability of the Property forBUYER's intended use thereof.

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c. BUYER acknowledges that by the time for waiver of all contingencies to theClosing as provided above, BUYER must and will have either waived or caused tobe conducted all inspections and investigations of the Property that BUYER believesare necessary to protect its own interests in, and its contemplated use of, theProperty. The Parties acknowledge that, except as otherwise stated in thisAgreement, no representations, inducements, promises, agreements, assurances, oralor written, concerning the Property, or any aspect of the occupational safety andhealth laws, Hazardous Materials laws, or any other act, ordinance or law, have beenmade by either Party or Brokers, or relied upon by either Party hereto. Anyenvironmental reports, soils reports, surveys, and other similar documents whichwere prepared by third party consultants and provided to BUYER by SELLER orSELLER's representatives, have been delivered as an accommodation to BUYERand without any representation or warranty as to the sufficiency, accuracy,completeness, and/or validity of said documents, all of which BUYER relies on atits own risk.

d. Notwithstanding anything to the contrary in this Paragraph, in the event anyHazardous Materials found on, under or incorporated into the ground portion of theProperty are determined to have been placed or discharged thereon by predecessorsof SELLER or by tenants of SELLER or other third parties without the consent ofSELLER, BUYER and SELLER agree to cooperate with each other in the pursuit ofall reasonably available remedies to ensure that financial responsibility for the costsof any required cleanup by SELLER or BUYER is borne by such third parties to theextent such third parties are legally responsible. As used herein, "HazardousMaterials" means any pollutants, contaminants, hazardous or toxic substances,materials or wastes (including petroleum, petroleum by-products, radon, asbestosand asbestos containing materials, polychlorinated biphenyls ("PCBs"), PCB-containing equipment, radioactive elements, infectious agents, and ureaformaldehyde), as such terms are used in any applicable environmental laws and/orregulations.

e. Except for matters arising from Seller Parties' (as defined below) intentional fraud ormisrepresentation, BUYER, for itself and its agents, affiliates, successors, andassigns, hereby releases and forever discharges SELLER and its directors, officers,principals, consultants, representatives, attorneys, agents, employees, successors,and assigns (collectively with Seller, the "Seller Parties"), from and against any andall claims, actions, causes of action, demands, liabilities, damages, costs, andexpenses (including attorneys' fees and costs), whether known or unknown at thetime of this Agreement, which BUYER has or may have in the future, arising out ofthe physical, environmental, economic, or legal condition of the Property. For theforegoing purposes, BUYER hereby specifically waives the provisions of Section1542 of the California Civil Code ("Section 1542") and any similar law of any otherstate, territory, or jurisdiction. Section 1542 provides:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO

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EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING

THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUSTHAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENTWITH THE DEBTOR."

BUYER'S

INITIALS:

BUYER hereby specifically acknowledges that BUYER has carefully reviewed thissubsection and discussed its import with legal counsel and that the provisions of thissubsection are a material part of this Agreement. The provisions of this Paragraph14 shall survive Closing.

15. TERMINATION OF AGREEMENT AND CANCELLATION OF ESCROW DUE

TO DESTRUCTION, DAMAGE, OR LOSS OF THE PROPERTY.

a. If, prior to the Closing, SELLER becomes aware that all or any material portion ofthe Property has been destroyed, lost, or substantially damaged subsequent to theEffective Date of this Agreement, SELLER shall promptly give BUYER writtennotice of the event. If the destruction, loss or damage occurs due to any cause otherthan a cause attributable to the actions or omissions of BUYER or its agents, andwould cost more than $5,000.00 to repair or cure, then BUYER may, within tencalendar days after becoming aware of such destruction, damage, or loss (but priorto the Expected Closing Date), withdraw from the Purchase and may give writtennotice to the Escrow Holder and to SELLER of BUYER's termination of this

Agreement and cancellation of the escrow, and shall receive a return of the funds onDeposit (subject to the reductions specified above in Paragraph s regarding the rightto cancel escrow prior to the waiver of contingencies). The existence of anyHazardous Materials or conditions that preexisted the Effective Date shall not begrounds for such termination if the Agreement and cancellation of escrow andsubsequent return of the Deposit pursuant to this Paragraph 15.

b. If BUYER does not provide timely notice of its cancellation of escrow, thenBUYER will be deemed to have elected to proceed with the purchase of the Propertyand with the Closing. In that case, notwithstanding any destruction, loss, or damageaffecting the Property, this Agreement shall remain in full force aml effect and thepurchase of the Property shall be consummated with no adjustment, reduction of thePurchase Price or other modification. In the event that BUYER proceeds with theClosing notwithstanding some occurrence of loss, damage or destruction, BUYERshall be entitled to any insurance proceeds applicable to such loss, destruction ordamage (other than insurance payments or portion of any award paid to reimburseSELLER for its costs or expenses incurred in addressing such loss destruction ordamage), and at the close of escrow SELLER shall assign and transfer to BUYERthe right to such insurance proceeds.

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16. DOCUMENTS REQUIRED AT OR BEFORE CLOSING. The following documentsshall be submitted to the Expected Closing Date as follows:

a.

b.

Five days prior to the Expected Closing Date, Escrow Holder shall obtain anupdated Title Commitment concerning the Property from the Title Company andprovide copies thereof to each of the Parties.SELLER shall timely provide to Escrow Holder the documents required fromSELLER under Paragraph 6 of this Agreement, above.

17. TITLE INSURANCE. At Closing, Escrow Holder shall cause to be issued to BUYER astandard coverage owner's form policy of title insurance effective as of the Closing, issuedby Placer Title Company in the full amount of the Purchase Price, insuring title to theProperty vested in BUYER, subject only to the exceptions that were described in thepreliminary report provided to BUYER prior to waiver of contingencies to the Closing.

18. INSURANCE. Any insurance that SELLER may have maintained for the Property or anyinsurance thereon will terminate on the Closing. It is BUYER's sole responsibility to obtainappropriate insurance to cover the Property after Ciosing.

19. NO LEASES. SELLER warrants that there are currently no oral or written leases on all orany portion of the Property.

20. INTEGRITY OF PROPERTY. Except as otherwise provided herein or by express writtenpermission granted by BUYER, SELLER shall not, after the date of execution of thisAgreement and the close of escrow, alienate, hen, encumber, or transfer the Property or anyinterest therein or allow the same to occur, intentionally cause, or allow any physicalchanges on the Property, or enter into an lease or contract with respect to the Property orany portion thereof which would survive the Close of Escrow or otherwise materiallyimpair BUYER's use of the Property.

21. DEFAULT.

a. Notice of Default; Cure Period. With respect to a default or breach by either Partyhereunder, neither Party will be in default under this Agreement unless and until theother Party gives the defaulting Party written notice specifying the default ordefaults and such default or defaults have not been cured within two (2) businessdays from the defaulting Party's receipt of such notice.

b. Liquidated Damages. IF BUYER FAILS TO COMPLETE THE PURCHASEPROVIDED FOR IN THIS AGREEMENT BY REASON OF ANY DEFAULT OF

BUYER, SELLER SHALL BE RELEASED FROM SELLER'S OBLIGATION TOSELL THE PROPERTY TO BUYER. FURTHER, BY INITIALING THISPARAGRAPH 21 .b. BUYER AND SELLER AGREE AND UNDERSTAND

THAT IN EVENT OF DEFAULT BY BUYER, (A) IT WOULD BEIMPRACTICAL OR EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES;(B) AN AMOUNT EQUAL TO THE DEPOSIT HAS BEEN AGREED UPON,

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AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OFSELLER'S DAMAGES IF THE CLOSING DOES NOT OCCUR BY REASON OFBUYER'S DEFAULT HEREUNDER AND SHALL CONSTITUTE

LIQUIDATED DAMAGES PAYABLE TO SELLER; (C) THE PAYMENT OFTHE LIQUIDATED DAMAGES TO SELLER SHALL CONSTITUTE THEEXCLUSIVE AND SOLE REMEDY OF SELLER AT LAW OR IN EQUITY; (D)SELLER MAY RETAIN THAT PAYMENT' ON ACCOUNT OF THE

PURCHASE PRICE FOR THE PROPERTY AS LIQUIDATED DAMAGES; AND(E) PAYMENT OF THOSE SUMS TO SELLER AS LIQUIDATED DAMAGESIS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE

MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 oR 3369, BUTINSTEAD, IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TOSELLER PURSUANT TO SECTIONS 1671, 1676 AND }677 oF THECALIFORNIA CIVIL CODE. THE PARTIES HAVE FREELY NEGOTIATED

THE FOREGOING LIQUIDATED DAMAGES PROVISION IN GOOD FAITH.NOTHING SET FORTH IN THIS PARAGRAPH 21 .b. SHALL SERVE TO LIMIT

ANY INDEMNITY OBLIGATION OF BUYER UNDER THIS AGREEMENT ORANY POST-CLOSING OBLIGATION OF BUYER.

C. SELLER Default. IF, AT CLOSING, SELLER IS IN DEFAULT OF ANY OF ITSOBLIGATIONS UNDER THIS AGREEMENT AND SUCH DEFAULT

CONTINUES BEYOND THE PERIOD SPECIFIED IMMEDIATELY ABOVE,THEN BUYER SHALL HAVE THE RIGHT, TO ELECT, AS ITS SOLE ANDEXCLUSIVE REMEDY, TO TAKE ONE (l), BUT NOT MORE THAN ONE (1),OF THE FOLLOWING ACTIONS: (i) terminate this Agreement by written noticeto Seller, promptly after which the Deposit shall be returned or released to Buyerand neither Seller nor Buyer shall have any liability hereunder except for thoseobligations which expressly survive the termination of this Agreement or (ii) waivethe default and proceed to Closing. EXCEPT AS EXPRESSLY PROVIDEDABOVE, AND EXCEPT FOR SELLER'S POST-CLOSING OBLIGATIONSUNDER THIS AGREEMENT, BUYER HEREBY WAIVES AND RELEASESANY RIGHT BUYER OTHERWISE POSSESSES TO RECOVER OR SEEK TO

RECOVER ANY DAMAGES ARISING OUT OF THIS AGREEMENT AND/OR

ESCROW, INCLUDING, WITHOUT LIMITATION, ANY CONSEQUENTIAL(INCLUDING LOST PROFITS), SPECIAL OR GENERAL DAMAGES OF ANYNATURE OR KIND (EVEN IF SELLER HAS BEEN ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES), OR FOR ANY PUNITIVE DAMAGESUNDER ANY CIRCUMSTANCES, AND ALL SUCH DAMAGES CLAIMS ARF,HEREBY WAIVED BY BUYER TO THE FULLEST EXTENT PERMITTED BYLAW.

22. FURTHER ASSURANCES AND CONTINGENCIES. The Parties agree to performsuch further acts and to execute and deliver such additional documents and instruments as

may be reasonably required in order to carry out the provisions of this Agreement and theintentions of the Parties. Such acts shall include, but not be limited to, compliance byBUYER and SELLER with California Government Code section 65402.

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23. GENDER, NUMBER. As used herein, the singular shall include the plural and themasculine shall include the feminine, wherever the context so requires.

24. GOVERNING LAW; VENUE. This Agreement shall be governed, interpreted, construed,and enforced in accordance with the laws of the State of California and any litigationbrought hereunder in state court shall be brought in the Superior Court of California,County of Napa, a unified court.

25. HEADINGS. The captions and paragraph and subparagraph headings used in thisAgreement are inserted for convenience of reference only and are not intended to define,limit, or affect the construction or interpretation of any term or provision hereof.

26. CONSTRUCTION. This Agreement shall not be constmed as if prepared by one of theParties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.

27. WAIVER OF BREACH. No waiver by any Party of any breach of this Agreement shallbe deemed a waiver of any other or subsequent breach.

28. NO OTHER INDUCEMENT. The making, execution, and delivery of this Agreement bythe Parties hereto have been induced by no representations, statements, warranties, oragreements other than those expressed herein.

29. SEVERABILITY. If any term, provision, covenant, or condition of this Agreement is heldto be invalid, void, or otherwise unenforceable, to any extent, by any court of competentjurisdiction, the remainder of this Agreement shall be severable and shall not be affectedthereby, and each of the remaining terms, provisions, covenants, or conditions of thisAgreement shall be valid and enforceable to the fullest extent permitted by law.

30. SUCCESSORS. All terms of this Agreement shall be binding upon, inure to the benefit of,and be enforceable by the Parties hereto and their respective heirs, legal representatives,successors, and assigns.

31. ?. Time is of the essence of each provision of this Agreement. All periods of timereferred to in this Agreement shall include all Saturdays, Sundays, and state or nationalholidays, unless the period of time specifies business days, provided that if the date or lastdate to perform any act or give any notice or approval shall fall on a Saturday, Sunday, orstate or national holiday, such act or notice may be timely performed or? given on the nextsucceeding day which is not a Saturday, Sunday or state or national holiday.

32. WAIVER OF PERFORMANCE. The waiver by one Party of the performance of anyterm, provision, covenant, or condition shall not invalidate this Agreement, nor shall it beconsidered as a waiver by such Party of any other term, provision, covenant, or condition.Delay by any Party in pursuing any remedy or in insisting upon full performance for anybreach or failure of any term, provision, covenant, or condition shall not prevent such Party

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from later pursuing remedies or insisting upon full performance for the same or any similarbreach or failure.

33. ATTORNEY'S FEES. Should any litigation be commenced between the Parties to thisAgreement concerning the sale or the rights or duties of the Parties in relation thereto, theParty prevailing in such litigation shall be entitled, in addition to such other relief as may beprovided by this Agreement, to a reasonable sum as and for attorney's fees and costs in suchlitigation, or in a separate action brought for that purpose. For purposes of this Agreement,the ternns "attorneys' fees" or "attorneys' fees and costs" shall mean the fees and expensesof counsel to the prevailing Party, which may also include printing, photostating,duplicating, air freight charges, and other expenses, as well as the fees billed for law clerks,paralegals, and other persons not admitted to the bar but perfornning services under thesupervision of an attorney.

34. NOTICES. All notices, requests, demands, and other communications under thisAgreement shall be in writing and shall be deemed given and effective: (i) on the date ofdelivery if served personally on the Party to whom notice is to be given or, unless otherwisespecifically provided or required by this Agreement; (ii) if sent by overnight delivery, suchas by Federal Express, on the date said notice or other writing is delivered or on whichdelivery is refused; (iii) mailed five (5) calendar days a'fter mailing by first class, registered,or certified mail, postage prepaid; or (iv) if by electronic mail, in which case it will bedeemed delivered on the date sent or the next business day after the date sent, and properlyaddressed as follows:

Any Party may change its address for purposes of this section by giving the other Partywritten notice of the new address in the manner set forth above.

BUYER:

SELLER: Napa River Reclamation District1501 Milton Road

Napa, California 94559ATTN: Penny Wilson

With a Copy to:Office of Napa County Counsel1195 Third Street, Suite 301Attention: Shana A. Bagley

35. CLOSING COSTS, FEES, AND PRORATIONS. BUYER shall pay all closing costsincluding but not limited to real property taxes, assessments, documentary transfer taxes,real estate commissions of any broker representing buyer, title insurance desired byBUYER, and escrow and recording fees. SELLER shall pay a real estate commission for

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SELLER's broker. Each party will be responsible for and bear all of its own costs andexpenses incurred in connection with the proposed purchase and sale, including withoutlimitation, all accounting, legal, and other fees and expenses.

36. REAL ESTATE BROKERS. The Parties understand and acknowledge that the followingreal estate broker(s) ("Brokers") and brokerage relationships exist in this transaction and areconsented to by the Parties:

Bill Kampton, Colliers Parrish International, Inc. represents SELLER ("SELLER's Broker)represents BUYER ("BUYER's Broker".)

The Parties acknowledge that other than the Brokers listed above, there are no other brokersrepresenting the Parties or due any fees and/or commissions under this Agreement.BUYER and SELLER each represent and warrant to the other that they have had nodealings with any person, firm, broker, or finder in connection with the negotiation of thisAgreement and/or the consummation of the purchase and sale contemplated herein otherthan the Brokers identified above in this Paragraph, and that no broker or other person, firm,or entity, other than said Brokers is or are entitled to any commission or finder's fee inconnection with this transaction as the result of any dealings or acts of such Party. BUYERand SELLER do each hereby agree to indemnify, defend, protect, and hold the otherharmless from and against any costs, expenses, or liability for compensation, commission,or charges that may be claimed by any broker, finder, or other similar party, other than saidnamed Brokers by reason of any dealings or act of the indemnifying Party.

37. COUNTERPARTS AND FACSIMILE SIGNATURES. This Agreement may beexecuted by the Parties in counterparts, each of which shall be deemed an original, and allof which when together shall constitute one and the same instrument. Escrow Holder, afterverifying that the counterparts are identical except for the signatures, is authorized andinstructed to combine the signed signature pages on one of the counterparts, which shallthen constitute the Agreement. In order to expedite the transaction contemplated herein,facsimile and/or .pdf signatures may be used in place of original signatures on thisAgreement. SELLER and BUYER intend to be bound by the signatures on theelectronically transmitted document, are aware that the other Party will rely on suchsignatures, and hereby waive any defenses to the enforcement of the terms of thisAgreement based on the form of signature.

38. 1031 EXCHANGE. The Parties agree to cooperate with each other in the event thatBUYER wishes to participate in a 1031 exchange. If this occurs, BUYER shall bear allcosts of such exchange and SELLER shall have no liability for damages to BUYER or toanyone else, including but not limited to any other exchanging party in the event that thesale is delayed and/or that the sale otherwise fails to qualify as a 1031 exchange.

39. RELATIONSHIP OF BUYER AND SELLER. Notwithstanding anything to the contrarycontained herein, this Agreement shall not be deemed or construed to make the Partieshereto partners or joint venturers, or to render either Party liable for any of the debts or

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obligations of the other, it being the intention of the Parties to merely create the relationshipof seller and buyer with respect to the Property to be conveyed hereby.

40. AUTHORITY TO SIGN. Each Pany and the signatories for that Party represent andwarrant that the Party's signatories to this Agreement are authorized to enter into thisAgreement on behalf of that Party and that no other authorizations are required toimplement this Agreement on behalf of that Party. The Parties mgree that written evidenceof such authorization shall be submitted by each Party to the other Party prior to the close ofescrow. Such evidence may be in the form of a certified copy of the minutes of thegoverning board of the Party approving such Agreement and authorizing signature thereof.

IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of thelast date of execution below.

"BUYER"

Date: ,2019 By:

"SELLER"

By:JAY GARDNER, Chair of theNapa River Reclamation District

APPROVED AS TO FORM

District Counsel

By: Shana A. Baglev (e-sign)Deputy County Counsel

Date: January 17, 2019

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Exhibit A

LEGAL DESCRIPTION

The land referred to herein is situated in the State of California, County of Napa, City of Napa, andis described as follows:

The southerly one-half (1/2) of James Street, as shown on the Final Map of "Edgerly IslandRiver Lots", filed April 28, 1950, in Book s of Subdivision Maps, at page 25, 26, 27, and 28,Napa County Records.

APN: 048-043-035

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Exhibit B

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