2017/05/23 City Council Resolution 2017-065RESOLUTION NO. 2017-065
A RESOLUTION OF THE CITY OF ROHNERT PARK AUTHORIZING THE CITY
MANAGER TO EXECUTE A MEMORANDUM OF UNDERSTANDING WITH THE
COTATI-ROHNERT PARK UNIFIED SCHOOL DISTRICT TO DISTRIBUTE
COMMUNITY INVESTMENT RECURRING CONTRIBUTIONS FROM
THE GRATON MITIGATION FUND
WHEREAS, on April 17, 2013, the City of Rohnert Park ("City") approved the "First
Amended and Restated Memorandum of Understanding by and between the City of Rohnert
Park and the Federated Indians of Graton Rancheria" ("MOU") with the Tribe which provides,
among other things, that the Federated Indians of Graton Rancheria ("Tribe")shall make a
quarterly charitable Community Investment Recurring Contribution ("Recurring Contributions")
from the Graton Mitigation Fund to the Cotati-Rohnert Park Unified School District ("District")
to make investments in and contributions to the City of Rohnert Park; and
WHEREAS, on or about March 27, 2012, the Tribe and the State of California ("State")
entered into that certain "Tribal -State Compact between the State of California and the Federated
Indians of Graton Rancheria", which is incorporated by reference herein, whereby the Tribe
agreed to make payments to the State which would comprise the Graton Mitigation Fund, and
whereby the State agreed to pay to the City those funds owed to District under the MOU,
including the Recurring Contributions; and
WHEREAS, the Tribe owns and operates the Graton Resort and Casino in Rohnert Park,
California; and
WHEREAS, the Cotati-Rohnert Park Unified School District was organized to serve the
Sonoma County region which includes the City of Rohnert Park; and
WHEREAS, the City expects to receive the first Recurring Contribution in the fourth
quarter of fiscal year 2016-17; and
WHEREAS, the City and the District mutually desire to transfer the Recurring
Contributions from the City to the District in compliance with the MOU; and
WHEREAS, the City desires to enter into a memorandum of understanding with the
District to distribute the Recurring School Contributions to the District.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert
Park as follows:
The foregoing recitals are true and correct.
2. The City Manager is authorized and instructed to execute the "Memorandum of
Understanding Between the City of Rohnert Park and the Cotati-Rohnert Park
Unified School District to Distribute Community Investment Funds Associated
With The Graton Casino' ("Distribution Agreement") in the form attached hereto
as Exhibit A and incorporated by reference herein.
1 The City Manager is authorized to take all actions necessary to carry out the
purposes of the Distribution Agreement.
4. The Director of Finance is authorized to take all actions necessary, including
budget appropriations, to carry out the purposes of the Acceptance Agreement.
DULY AND REGULARLY ADOPTED this 23rd day of May, 2017.
CITY OF ROHNERT PARK
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Exhibit A
MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF ROHNERT
PARK AND THE COTATI-ROHNERT PARK UNIFIED SCHOOL DISTRICT TO
DISTRIBUTE COMMUNITY INVESTMENT FUNDS
ASSOCIATED WITH THE GRATON CASINO
MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF ROHNERT
PARK AND THE COTATI-ROHNERT PARK UNIFIED SCHOOL DISTRICT TO
DISTRIBUTE COMMUNITY INVESTMENT FUNDS
ASSOCIATED WITH THE GRATON CASINO
This Memorandum of Understanding ("Agreement") is entered into this day of ,
2017 by and between the City of Rohnert Park ("City"), a California municipal corporation and
the Cotati-Rohnert Park Unified School District ("District"), a California public school district.
WHEREAS, the City of Rohnert Park and the Cotati-Rohnert Park Unified School
District have a mutual interest in investing in schools to serve the citizens of the City and the
students who attend schools of the District; and,
WHEREAS, the Federated Indians of the Graton Rancheria ("Tribe") are the owners and
operators of the Graton Resort and Casino ("Casino"); and
WHEREAS, on April 17, 2013, City and the Tribe entered into that certain "First
Amended and Restated Memorandum of Understanding by and between the City of Rohnert
Park and the Federated Indians of Graton Rancheria," a true and correct copy of which is
attached hereto as Attachment 1 and incorporated by reference herein, ("MOU") to mitigate,
among other things, the impacts of the Casino on the Rohnert Park schools; and,
WHEREAS, MOU Section 4.1 specifies a "School Contribution" as one of the
Community Investment Recurring Contributions to be paid from the Graton Mitigation Fund,
subject to certain terms and conditions stated in the MOU ("Recurring Contributions"); and,
WHEREAS, on or about March 27, 2012, the Tribe and the State of California ("State")
entered into that certain "Tribal -State Compact between the State of California and the Federated
Indians of Graton Rancheria," which is incorporated by reference herein, whereby the Tribe
agreed to make payments to the State that would comprise the Graton Mitigation Fund, and
whereby the State agreed to pay to City certain funds from the Graton Mitigation Fund, including
the Recurring Contributions owed to District under the MOU; and
WHEREAS, City and District mutually desire to transfer the Recurring Contributions
from City to District in compliance with the MOU and all applicable policies and procedures.
For valuable consideration, the receipt of which is hereby acknowledged, the Parties to this
Agreement agree as follows:
Distribution of Recurring Contributions. Within thirty (30) days of City's receipt of a
Recurring Contributions payment from the State pursuant to Section 4.1 of the MOU,
City shall make a School Contribution in the amount equivalent to that Recurring
Contribution payment to District ("School Contribution"). District agrees to accept
each School Contribution received from City. If City does not receive a Recurring
Contribution from the State for a given quarter for the purpose of funding
contributions described in Section 4.1 of the MOU, City shall have no obligation to
make any School Contribution to District for that quarter.
Administration of School Contributions. Pursuant to MOU Section 4. 1, the use and
distribution of all School Contribution funds shall be governed by an ad hoc
committee which shall meet annually and shall consist of two (2) members designated
by the District, two (2) members of the Tribe, and one (1) member chosen by the
other four (4) members. District shall coordinate the activities of the ad hoc
committee, and maintain all records related to School Contribution funds and
activities for at least four (4) years. All expenditures of School Contribution funds
furnished to the District pursuant to this Agreement are subject to audit by City and/or
State agencies. District is responsible for the repayment of all audit exceptions and
disallowances taken by City or State agencies related to activities conducted by
District under this Agreement.
3. Indemnification. District agrees to indemnify, defend and hold the City, its elective
and appointed boards, commissions, officers, agents, employees and consultants,
harmless from and against any and all claims, liabilities, losses, damages, injuries,
penalties, fines, judgments, awards, decrees, attorneys' fees and related costs or
expenses of any kind or nature (collectively, "Claims") arising out of this Agreement,
including without limitation District's, or District's contractors', subcontractors',
agents' or employees' acts, omissions, or operations under this Agreement, and any
activities funded by the School Contribution, whether such acts, omissions, or
operations are by District or any of District's contractors, subcontractors, agents, or
employees, unless due to the willful misconduct or sole and active negligence of the
City. District's obligation to indemnify City shall survive the expiration or
termination of this Agreement.
4. Entire Agreement. The terms and conditions of this Agreement constitute the entire
agreement between City and District with respect to the Recurring Contributions.
This Agreement may not be transferred, assigned, altered, amended or modified
without the written consent of both Parties.
5. Termination. Either Party may terminate this Agreement without cause upon thirty
(30) days' written notice to the other.
6. Applicable Law. This Agreement shall be construed and enforced in accordance with
the laws of the State of California, without reference to choice of law provisions.
Any legal actions under this Agreement shall be brought only in the Superior Court of
the County of Sonoma, State of California, or the United States District Court for the
Northern District of California.
7. Attorney's Fees. Should any legal action or arbitration be brought by either party
because of breach of this Agreement or to enforce any provision of this Agreement,
the prevailing party shall be entitled to all costs of suit, reasonable attorneys' fees,
arbitration costs and such other costs as may be determined by the court or arbitrator.
8. Severability. If any provision of this Agreement is held, to any extent, invalid, the
remainder of this Agreement shall not be affected, except as necessarily required by
the invalid provision, and shall remain in full force and effect.
9. Headings. Section headings in this Agreement are for convenience only and are not
intended to be used in interpreting or construing the terms, covenants, or conditions
contained in this Agreement.
10. Independent Contractors. Neither District nor District's contractors, subcontractors,
agents, officers, or employees are agents, partners, joint ventures or employees of
City, and District's relationship to the City, if any, arising herefrom is strictly that of
an independent contractor. District's contractors and subcontractors are exclusively
and solely under the control and dominion of District.
11. No Third Party Beneficiaries. There are no intended third party beneficiaries of any
right or obligation assumed by the Parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the last date
written below.
City of Rohnert Park
Darrin Jenkins, City Manager
Cotati-Rohnert Park Unified School District
Robert Haley, Superintendent
Date Date
Per Resolution adopted
ATTEST
City Clerk Date
APPROVED AS TO FORM
City Attorney Date
ATTACHMENT 1.
First Amended and Restated Memorandum of Understanding by and between the City of
Rohnert Park and the Federated Indians of Graton Rancheria
FIRST AMENDED AND RESTATED MEMORANDUM OF UNDERSTANDING
BY AND BETWEEN
THE CITY OF ROHNERT PARK
AND THE FEDERATED INDIANS OF GRATON RANCHERIA
DATED AS OF:
March, 2G, 2013
EFFECTIVE AS OF:
►� d ,2013
OAK #4821-1906-1267 v4
TABLE OF CONTENTS
Page
1.
DEFINITIONS ............. . . ..... .......... ,.... ...... ,......... ...............,..,....,.....,..4
2.
NON-RECURRING MITIGATION AND IMPACT CONTRIBUTIONS .......................7
3.
RECURRING MITIGATION CONTRIBUTIONS.......................................>.,...........,.....9
4.
COMMUNITY INVESTMENT RECURRING CONTRIBUTION.........................:....:<10
5.
PAYMENT TERMS.— .......... .><......... ..... ............. ...... ..... ... <.,.........., .....................11
6.
ADDITIONAL TRIBAL COVENANTS AND ACKNOWLEDGMENTS....., ... ____15
7.
TERM AND TERMINATION .... >..,.,,....... .........................................................................16
8.
SUSPENSION EVENTS ............... >.,.,r,.. -.:,,.,.:.......... ;..:............,.,.....:...,._............ I ... ....18
9.
RENEGOTIATION PROVISION ......... .......................>..>....,..>.,..,.... ,..............18
10.
SEVERABILITY .....:..,..>...:... , .,>>..,,>,.>..>....,,,,«,,,.;,>....<...................>:........><.:............:..19
11.
DISPUTE RESOLUTION PROVISIONS ........; ,: ,.:..,........ .......... ...,...;....>..,.,,.,,...... __20
12.
WAIVER OF SOVEREIGN IMMUNITY.........,>,>.......................................................:..22
13.
REPRESENTATIONS AND WARRANTIES ...>...,......,,-..,.....,.>,.............. >...... t_22
14.
GENERAL PROVISIONS ..................................... >.. ....4.......... ........, ........ . 23
OAK #4821-1906-1267 v4 -1.1
THIS FIRST AMENDED AND RESTATED MEMORANDUM OF UNDERSTANDING
(the "MOU") is made this 26th day of March, 2013, by and between the City of Rohnert Park, a
municipal organization organized and existing under and by virtue of the laws of the State of
California (the "City"), and the Federated Indians of Graton Rancheria, a federally recognized
Indian tribe (the "Tribe"). The capitalized terms not otherwise defined herein have the meaning
set forth below.
RECITALS
WHEREAS, the Tribe consists of approximately 1,300 members of Coast Miwok and
Southern Pomo descent; and
WHEREAS, in 1966, the federal government terminated its relationship with the Tribe
pursuant to the California Rancheria Act of 1958 (Pub. L. 88-453) and transferred title to the
lands known as the Graton Rancheria into private ownership; and
WHEREAS, in 2000, Congress restored federal recognition to the Tribe pursuant to the
Graton Rancheria Restoration Act ("Restoration Act"), Pub. L. 106-568, 25 U.S.C. § 1300n et
seq.; and
WHEREAS, the Restoration Act required the Secretary of the Interior (the "Secretary")
to take real property identified by the Tribe and located in Marin or Sonoma counties into trust as
the Tribe's reservation; and
WHEREAS, in April 2003, the Tribe identified property located on highway 37 in
southern Sonoma County (tiie "Highway 37 Property") for its reservation and announced plans
to develop a resort hotel and gaming facility on a portion of the Highway 37 Property once in
trust and deemed eligible for gaming; and
WHEREAS, at the urging of community representatives and environmentalists, the Tribe
reconsidered its plans for the Highway 37 Property and, thereafter, donated its rights to the
Highway 37 Property to the Sonoma Land Trust for perpetual preservation; and
WHEREAS, in August 2003, the Tribe acquired rights to purchase alternative property
located on Stony Point Road (the "Stony Point Road Property") west of the urban growth
boundary of the City for its reservation and proposed project; and
WHEREAS, in August 2005, to address local land use and environmental concerns, the
Tribe abandoned its plans for the Stony Point Road Property and, thereafter, the Tribe purchased
approximately 254 acres of land (the "244 Acre Parcel") located primarily within the
unincorporated area of the County of Sonoma (the "County"); and
WHEREAS, at the request of the City and the County, the Tribe agreed to wait until
completion of the environmental review for the proposed Gaming Facility before exercising its
right under the Restoration Act to have the 254 Acre Parcel placed into trust; and
WHEREAS, the National Indian Gaming Commission (the "NIGC") conducted four
public hearings and provided over 160 days for public comment in preparing a draft and final
OAK #4821-1906-1267 v4
enviromnental impact statement ("EIS") for the casino and hotel project pursuant to the National
Environmental Policy Act; and
WHEREAS, in October 2010, the NIGC issued its Record of Decision, concluding that
the 254 Acne Parcel is eligible for gaming under IGRA and adopting as the preferred action a
reduced intensity casino and hotel project (the "Project") that is significantly smaller than the
project initially proposed by the Tribe and analyzed as Alternative A in the EIS, to be
constructed and operated on approximately 68 acres of the 254 Acre Parcel located within the
City urban growth boundary and outside the area identified as community separator in the
County General Plan; and
WHEREAS, following completion of the environmental review, the Tribe exercised its
right under the Restoration Act to have the 254 Acre Parcel placed into trust; and
WHEREAS, on October 1, 2010, pursuant to the Restoration Act, the Bureau of Indian
Affairs of the United States Department of the Interior accepted the 254 Acre Parcel into trust on
behalf of the Tribe for the Tribe's reservation (the "Reservation"); and
WHEREAS, on March 27, 2012, Governor Jerry Brown signed, and on May 17, 2012,
the Legislature subsequently ratified, a class III gaming compact (the "Compact") between the
Tribe and State that authorizes the operation of up to three thousand (3,000) Gaming Devices;
and
WHEREAS, on July 12, 2012, the Secretary published notice in the Federal Register that
the Compact is considered to have been approved pursuant to IGRA; and
WHEREAS, the Compact obligates the Tribe to pay a percentage of its gaming revenues
to the State Gaming Agency on a quarterly basis for deposit into a trust fund called the Graton
Mitigation Fund; and
WHEREAS, the funds deposited into the Graton Mitigation Fund are to be paid by the
State Gaming Agency in the following descending order, until exhausted: (i) the City pursuant
to its agreement with the "Tribe, (ii) the County pursuant to its agreement with the Tribe, and (iii)
to the Revenue Sharing Trust Fund or the Tribal Nation Grant Fund; and
WHEREAS, the Tribe and the City are parties to a Memorandum of Understanding made
effective as of October 14, 2003 (the "Original MOU"), providing for funds to mitigate Project
impacts within the City and make investments in and contributions to the Rohnert Park
community; and
WHEREAS, the City and the Tribe are parties to a Joint Exercise of Powers Agreement
for Wastewater Services made effective as of July 23, 2012 (the "Wastewater Services JEPA"),
to provide City wastewater services to the Reservation, including the Project; and
WHEREAS, the City, the County, and the Tribe are parties to a Joint Exercise of Powers
Agreement for Implementation of Mitigation Measures for Widening Wilfred Avenue made
effective as of September 25, 2012 (the "Wilfred Avenue JEPA"), under which the Tribe has
OAK 44821-1906-1267 v4 2
agreed to pay the full cost of improvements to Wilfred Avenue from Highway 101 west to Stony
Point Road and the full cost of improvements to Business Park Drive; and
WHEREAS, the County and the Tribe are parties to an Intergovernmental Mitigation
Agreement made effective as of October 23, 2012 (the "County Agreement"), under which the
Tribe will make payments to mitigate potential Project impacts, including for police and fire
protection services, water conservation, Highway 101 improvements, health and human services,
and for parks and open space; and
WHEREAS, the City and the Tribe have determined the need to restate and amend the
Original MOU, entered into more than nine (9) years ago, to reflect changes in the following: the
relocation of the Project to a site within the City's urban growth boundary and adjacent to the
City's incorporated boundaries, the Project scope, contributions to be made by the Parties prior
to the Opening Date, the payments from the Graton Mitigation Fund, the Project's demands on
City services, and other matters; and
WHEREAS, the Tribe further intends to advance a cooperative and mutually respectful
government -to -government relationship with the City; and
WHEREAS, the Tribe is committed to entering into a voluntary contractual arrangement
with the City pursuant to which the Tribe agrees to make certain financial contributions and
community investments to mitigate various impacts that may arise in connection with the
Project; and
WHEREAS, this MOU does not constitute a "project" for CEQA purposes because it
involves the creation of a government funding mechanism and/or other government fiscal
activity. The terms in this MOU do not involve any commitment to any specific "project" which
may result in a potentially significant physical impact on the environment and only requires the
Tribe to make mitigation payments for identified mitigation measures and programs. This MOU
does not obligate the City to undertake any specified mitigation measure or program or
construction project nor does it set a time for development as those terms are used in CEQA; and
WHEREAS, the City recognizes and acknowledges that the Reservation is located
outside the incorporated boundaries of the City and therefore the City has no authority to
exercise jurisdiction over the Reservation or the Project. The City does not have legal authority
to deliberate on, approve, disapprove, or otherwise exercise judgment regarding the Project. The
City is therefore not deliberating on, approving, disapproving or otherwise exercising judgment
regarding the Project by entering into this MOU; and
WHEREAS, the City acknowledges that the contributions and investments to be made by
the Tribe and the other covenants made by the Tribe as set forth in this MOU are intended to be
sufficient to mitigate the impacts of the Project on the City; and
WHEREAS, in acknowledging the contributions and investments to be made by the Tribe
as set forth in this MOU, the City intends to use the funding provided by the Tribe to mitigate
impacts on City resources and services such as traffic, staffing levels in public safety, public
works, traffic circulation, neighborhood upgrades, workforce housing, problem gambling, storm
water drainage, and other impacts; and
OAK 114921-1906-1267 0 3
WHEREAS, the purpose of this MOU is to set forth the understandings of the Tribe and
the City on the topics expressly set forth in this MOU.
NOW, THEREFORE, in consideration of the above and of the mutual promises herein
contained, the sufficiency of which is acknowledged, the Parties hereby agree as follows:
DEFINITIONS
The terms not defined elsewhere in this MOU shall have the following meanings:
1.1 "CEQA" means the California Environmental Quality Act, California Public
Resources Code § 21000 et seq., and any amendments thereto, and the regulations
promulgated thereunder, as the same may be amended or modified from time to
time.
1.2 "City" means the City of Rohnert Park, a municipal corporation organized and
existing under and by virtue of the laws of the State of California.
1.3 "Compact" means the Tribal -State Compact between the State and the Tribe,
governing the conduct of Gaming Activities on the Reservation pursuant to
IGRA, as executed on March 27, 2012 by the State and March 26, 2012 by the
Tribe, considered to have been approved by the Secretary pursuant to 25 U.S.C. §
2710(d)(8)(C), notice of which was published in the Federal Register on July 12,
2012 (a correction to the notice was published July 23, 2012), as the same may be
amended from time to time, and which is available online at:
http://gov.ca.gov/docs/Graton—Compact—executed.pdf.
1.4 "County" means the County of Sonoma, California.
1.5 "County Agreement" means the Intergovernmental Mitigation Agreement
between the County and the Tribe made effective as of October 23, 2012, as the
same may be amended from time to time.
1.6 "CPI Adjustment" means an annual increase from the dollar amount applicable
to the previous year which is equal to the annual increase in the Consumer Price
Index for all urban consumers in the San Francisco -Oakland -San Jose area.
1.7 "Day Baseball Style Arbitration" means the parties submit best, last and final
offers to an arbitrator. After hearing presentations from each party, the
arbitrator's only option is to choose between the two offers submitted by each
party. The arbitrator cannot split the difference between the two offers nor select
an alternative position.
1.8 "Due Dates" mean each and every date upon which contributions are due and
expected to be received from the State Gaming Agency, as are more particularly
described in Exhibit A hereto.
OAK #4821-1906-1267 0 4
1.9 "Gaming Activities" means the class III gaming activities authorized by section
3,1 of the Compact.
1.10 "Gaining Device" means any slot machine within the meaning of article IV,
section 19, subdivision (f) of the California Constitution as defined under section
2.10 of the Compact.
1.11 "Gaming Facility" or "Facility" means any building in which Gaming Activities
or any Gaming Operations occur, or in which the business records, receipts, or
funds of the Gaming Operations are maintained (excluding offsite facilities
dedicated to storage of those records and financial institutions), and all rooms,
buildings, and areas, including hotels, restaurants, parking lots, and walkways, a
principal purpose of which is to serve the activities of the Gaming Operations
rather than providing that operation with an incidental benefit as defined under
section 2.12 of the Compact.
1.12 "Craton Mitigation Fund" means the account established by the State Gaming
Agency for the receipt of revenues paid by the Tribe pursuant to section 4.5 of the
Compact and for the distribution of such revenues as described in section 4.5.1 of
the Compact.
1.13 "EIS" means the environmental impact statement prepared by the NIGC for the
Project pursuant to NEPA, final notice of which was published on page 9007 of
Volume 74 of the Federal Register on February 27, 2009.
1.14 "IGRA" means the Indian Gaming Regulatory Act of 1988 (P.L. 100-497, 18
U.S.C. § 1166 et seq. and 25 U.S.C. § 2701 et seq.), and any amendments thereto,
and the regulations promulgated thereunder, as the same may be amended or
modified from time to time.
1.15 "NEPA" means the National Environmental Policy Act of 1970, as amended (42
U.S.C. §§ 4371 et seq.), and the regulations promulgated thereunder, as the same
may be amended or modified from time to time.
1.16 "NIGC" means the National Indian Gaming Commission established pursuant to
IGRA.
1.17 "Opening Date" or "Opening" means the first date on which the Gaming
Activities at the Gaming Facility are open and available for use by the public.
1.18 "Parties" means the City and the Tribe as signatories to this MOU.
1.19 "Project" means the development, construction and operation on the Reservation
of all or any part of the reduced intensity project described as Variant H-subl and
identified as the Preferred Action Alternative in the Record of Decision.
OAK #4321-1906-1267 0
1.20 "Public Entity" means the State and any county, city, district, public authority,
public agency and any other political subdivision or public corporation in the
State, including, without limitation, the City and the County.
1.21 "Quarter" means any one of the following three month periods: January through
March, April through June, July through September, and October through
December. If the Gaming Activities commence after the first day of any calendar
quarter, the first Quarter for purposes of this MOU shall cover the period from the
commencement of Gaming Activities to the end of the first full calendar quarter.
1.22 "Record of Decision" means the Record of Decision for the environmental
impact statement prepared by the NIGC for the Project pursuant to NEPA, notice
of which was published on page 63517 of Volume 75 of the Federal Register on
October 15, 2010.
1.23 "Reservation" means certain contiguous parcels totaling approximately 254 acres
of land, including approximately 5 acres currently located within the City and
another 68 acres currently located within the urban growth boundary of the City,
which was taken into trust by the Bureau of Indian Affairs of the United States
Department of Interior on October 1, 2010, or any portion of such land, which is
held by the United States of America in trust for the benefit of the Tribe.
1.24 "Restoration Act" means the Graton Rancheria Restoration Act (Pub. L. 106-
568, 25 U.S.C. § 1300n).
1.25 "Secretary" means the Secretary of the United States Department of the Interior.
1.26 "Special Enforcement Activities" means public safety activities including, but
not limited to, combating gangs, illegal drug use and other criminal activity in the
City.
1.27 "State" means the State of California.
1.28 "State Gaming Agency" means the entities authorized to: administer the Graton
Mitigation Fund or other mitigation monies paid by the Tribe to the State for
distribution to other public and private entities; and investigate, approve, regulate
and license gaming pursuant to the Gambling Control Act (Chapter 5
(commencing with section 19800) of Division 8 of the California Business and
Professions Code), or any successor statutory scheme, and any entity or entities in
which that authority may hereafter be vested.
1.29 "Tribe" means the Federated Indians of Graton Rancheria, a federally recognized
Indian tribe.
1.30 "Wastewater Services JEPA" means the Joint Exercise of Powers Agreement by
and between the City and the Tribe for Wastewater Services made effective as of
July 23, 2012, as the same may be amended from time to time.
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1.31 "Wilfred Avenue JEPA" means the Joint Exercise of Powers Agreement by and
between the City, the County, and the Tribe for Implementation of Mitigation
Measures for Widening Wilfred Avenue made effective as of September 25,
2012, as the same may be amended from time to time.
2. NON-RECURRING MITIGATION AND IMPACT CONTRIBUTIONS
2.1 DEVELOPMENT FEE CONTRIBUTION PRIOR TO OPENING. To mitigate impacts of
the Project on the City, its staff and other resources, the Tribe shall make a non-
recurring cash contribution to the City of two million six hundred sixty four
thousand dollars ($2,664,000) in lieu of the development and related fees which
the City would otherwise receive from a developer for the development of an
equivalent commercial project (as if the Project was not located on the
Reservation, and as if the entire Reservation was located within the boundaries of
the City). The Tribe shall pay the non-recurring development fee to the City
within thirty (30) calendar days following the Effective Date of this MOU, as is
more particularly described in Section 7.1 hereof.
2.2 LAW ENFORCEMENT CONTRIBUTION PRIOR TO OPENING. To mitigate impacts
of the Project on law enforcement resources, the Tribe shall make a non-recurring
cash contribution to the City of five hundred thousand dollars ($500,000) for
Special Enforcement Activities in the City. The Tribe shall make the non-
recurring law enforcement payment to the City in four (4) successive, quarterly
installments of equal amounts of one hundred twenty five thousand dollars
($125,000) on July 10, 2013, October 10, 2013, January 10, 2014 and April 10,
2014.
2.3 FIRE AND PUBLIC SAFETY CONTRIBUTIONS AFTER OPENING. To mitigate
impacts of the Project on fire and public safety, the Tribe shall make the
following non-recurring contributions set forth in this Section 2.3.
2.3.1 The Tribe shall make a non-recurring cash contribution to the City of three
million seven hundred fifty thousand dollars ($3,750,000) to develop and
construct a new public safety building west of Highway 101 within the
City (the "Public Safety Building"). The above -referenced contribution
shall be made in eight (8) successive, quarterly installments of equal
amounts commencing on the first business day of the seventh (7th)
Quarter after the Opening Date. If the amount paid exceeds the actual cost
of the Public Safety Building, the City shall (i) within one hundred twenty
(120) days after a certificate of occupancy is issued for the Public Safety
Building, provide written notification to the Tribe of the amount of the
excess payment, and (ii) set aside the excess amount and credit such
amount against the next payment due to the City from the Tribe pursuant
to this MOU.
2.3.2 The Tribe shall make a non-recurring cash contribution to the City of one
million two hundred thousand dollars ($1,200,000) to be used by the City
OAK 44821-1906-1267 0 7
solely for the purchase and equipping of a ladder fire truck to be stationed
at the Public Safety Building and capable of servicing the hotel which will
be constructed as part of a later phase of the Project. The above -
referenced contribution shall be made on the first business day of the
eleventh (11th) Quarter after the Opening Date.
2.3.3 The Tribe shall make a non-recurring cash contribution to the City of four
hundred ten thousand dollars ($410,000) to be used by the City solely for
the purchase of public safety and/or other City vehicles required to
mitigate impacts of the Project. The above -referenced contribution shall
be made in four (4) successive, quarterly installments of one hundred two
thousand five hundred dollars ($102,500) commencing on the first
business day of the seventh (7th) Quarter after the Opening Date.
2.4 TRAFFIC IMPACTS AND OTHER RIGHT OF WAY IMPROVEMENT CONTRIBUTION
AFTER OPENING. In order to mitigate potential impacts which are attributable, in
whole or part, to the Project, which have not been identified as of the date of this
MOU, the Tribe shall make a non-recurring cash contribution to the City of up to
a maximum of four hundred fifty thousand dollars ($450,000) to be used by the
City, on an as needed basis, to signalize or improve rights of way, plan for or
construct rights of way, or to otherwise mitigate traffic impacts of the Project
("Traffic Improvements"). Any Traffic Improvement shall be mutually agreed
upon by the City and the Tribe prior to the Tribe making any cash contribution.
Following agreement by the parties on the actual Traffic Improvements, the
above -referenced contribution shall be made by the Tribe on the first business day
of the next Quarter following a written request for such a contribution by the City
to the Tribe.
2.5 MOBILE HOME PARK CONTRIBUTION AFTER OPENING. In order to mitigate
potential impacts of the Project on the Rancho Verde Mobile Home Park, the
Tribe shall make a non-recurring cash contribution to the City of up to a
maximum of seven hundred thousand dollars ($700,000) to enable the City to
implement measures, which are mutually agreed upon by the City and the Tribe to
mitigate the preexisting storm water flooding problem at Rancho Verde and the
Martin Avenue area and to mitigate any significant noise impacts at Rancho
Verde identified in the EIS and/or Record of Decision ("Stormwater
Measures"). It is understood that certain Stormwater Measures have already
been constructed in the Martin Avenue business park area, including installation
of check valves on existing storm drain outlets, construction of a portable pump
station, and installation of a bypass pipeline, at a cost of one hundred eighty
thousand dollars ($180,000). In the event additional Stormwater Measures have
been agreed to by the City and the Tribe, the contribution which shall not exceed
five hundred twenty thousand dollars ($520,000) shall be made by the Tribe on
the first business day of the next Quarter following a written request for such
contribution by the City to the Tribe; which request shall not be made prior to the
Opening Date.
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3, RECURRING MITIGATION CONTRIBUTIONS
3,1 LAW ENFORCEMENT RECURRING CONTRIBUTION. Following the Opening Date,
the 'Tribe shall make a recurring cash contribution to the City of five hundred
thousand dollars ($500,000) per annum for Special Enforcement Activities to
mitigate the ongoing impacts of the Project on public safety in the City. The
above -referenced contribution shall be made by the Tribe in four (4) successive,
equal, quarterly installments commencing on the first business day of the third
(3rd) Quarter after the Opening Date and on the first business day of every
Quarter thereafter.
3.2 PROBLEM GAMBLING RECURRING CONTRIBUTION. Following the Opening
Date, the Tribe shall make a recurring cash contribution to the City of one
hundred twenty five thousand dollars ($125,000) per annum to mitigate the social
impacts of the Project on the City. The City shall grant such payment to an
organization dedicated to the treatment and prevention of problem gambling or
pathological gambling disorders. The recipient organization shall be determined
by the City, with approval by the Tribe, which approval shall not be unreasonably
withheld. The above -referenced contribution shall be made by the Tribe in four
(4) successive, equal, quarterly installments commencing on the first business day
of the third (3rd) Quarter after the Opening Date and on the first business day of
every Quarter thereafter.
3.3 WATERWAY RECURRING CONTRIBUTION. Following the Opening Date, the
Tribe shall make a recurring cash contribution to the City of fifty thousand dollars
($50,000) per annum to be used solely to address storm water drainage matters to
mitigate potential impacts of the Project on storm water drainage. The above -
referenced contribution shall be made by the Tribe in four (4) successive, equal,
quarterly installments commencing on the first business day of the third (3rd)
Quarter after the Opening Date and on the first business day of every Quarter
thereafter.
3.4 SUPPLEMENTAL RECURRING CONTRIBUTIONS.
3.4.1 SUPPLEMENTAL RECURRING CONTRIBUTION. Following the Opening
Date, the Tribe shall make a recurring cash contribution to the City of five
million dollars ($5,000,000) per annum to mitigate potential impacts of the
Project on the City. The above -referenced contribution shall be made by
the Tribe in four (4) successive, equal, quarterly installments commencing
on the first business day of the third (3rd) Quarter after the Opening Date
and on the first business day of every Quarter thereafter. These payments
shall be paid from the Graton Mitigation Fund which is expected to
include deposits made by the Tribe within thirty (30) days of the close of
the prior calendar quarter.
3.4.2 RECURRING PUBLIC SERVICES CONTRIBUTION. Following the Opening
Date, the Tribe shall make a recurring cash contribution to the City of two
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million three hundred sixty nine thousand dollars ($2,369,000) per annum
to mitigate potential impacts of the Project on City services. It is the
intent of the City to use these funds in part to provide for additional
staffing levels to mitigate the potential impacts on public safety and/or
other City services. The above -referenced contribution shall be made by
the Tribe in four (4) successive, equal, quarterly installments commencing
on the first business day of the third (3rd) Quarter after the Opening Date
and on the first business day of every Quarter thereafter. These payments
shall be paid from the Graton Mitigation Fund which is expected to
include deposits made by the Tribe within thirty (30) days of the close of
the prior calendar quarter.
4. COMMUNITY INVESTMENT RECURRING CONTRIBUTION
To make investments in the Rohnert Park schools, housing and general community and to
mitigate potential impacts of the Project on the Rohnert Park schools, housing and
general community, from and after the Opening Date, subject to Section 5.2.3 of this
MOU, the Tribe shall make investments in and contributions to the Rohnert Park
community as follows:
4.1 SCHOOL CONTRIBUTION. The Tribe shall make a recurring cash contribution to
the Cotati-Rohnert Park Unified School District of one million dollars
($1,000,000) per annum. The use and distribution of the funds shall be governed
by an ad hoc committee which shall meet at least annually and shall consist of
two (2) members designated by the Tribe, two (2) members designated by the
Cotati-Rohnert Park Unified School District and one (1) member chosen by the
other four (4) members. The above -referenced contribution shall be made by the
Tribe in four (4) successive, equal, quarterly installments commencing on the first
business day of the third (3rd) Quarter after the Opening Date and on the first
business day of every Quarter thereafter. These payments shall be paid from the
Graton Mitigation Fund which is expected to include deposits made by the Tribe
within thirty (30) days of the close of the prior calendar quarter.
4.2 CHARITABLE CONTRIBUTIONS.
4.2.1 The Tribe shall make a recurring cash contribution of one million dollars
($1,000,000) per annum to the Rohnert Park Foundation. The above -
referenced contribution shall be made by the "Tribe in four successive,
equal, quarterly installments commencing on the first business day of the
third (3rd) Quarter after the Opening Date and on the first business day of
every Quarter thereafter. These payments shall be paid from the Graton
Mitigation Fund which is expected to include deposits made by the Tribe
within thirty (30) days of the close of the prior calendar quarter.
4.2.2 The Tribe shall make a separate, recurring cash contribution of one million
dollars ($1,000,000) per annum to a charitable organization(s) or other
organization(s) of its sole selection which enhances the City, Sonoma
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State University, or otherwise mitigates the impacts of the Project. The
above -referenced contribution shall be made by the Tribe in four (4)
successive, equal, quarterly installments commencing on the first business
day of the fifteenth (15th) Quarter after the Opening Date and on the first
business day of every Quarter thereafter. The Tribe shall provide the City
with written notice of its payment to the organization(s) of its choice
within fifteen (15) calendar days of such payment. These payments shall
be paid from the Graton Mitigation Fund which is expected to include
deposits made by the 'Tribe within thirty (30) days of the close of the prior
calendar quarter,
4.3 COMMUNITY CONTRIBUTION. The Tribe shall make a recurring cash
contribution to the City of one million dollars ($1,000,000) per annum to be used
for neighborhood upgrade or workforce housing programs. The City alone shall
have the authority to determine the use and distribution of these funds. The
above -referenced contribution shall be made by the Tribe in four (4) successive,
equal, quarterly installments commencing on the first business day of the third
(3rd) Quarter after the Opening Date and on the first business day of every
Quarter thereafter. These payments shall be paid from the Graton Mitigation
Fund which is expected to include deposits made by the Tribe within thirty (30)
days of the close of the prior calendar quarter.
5. PAYMENT TERMS
5.1 STATE GAMING AGENCY PAYMENTS.
5.1.1 This MOU requires the Tribe to make the contributions to the City
specified in Sections 2.3 through Section 4 hereof as specified on the Due
Dates, which are attached hereto as Exhibit A and incorporated herein by
this reference. Within thirty (30) calendar days of the Opening Date, and
annually thereafter in June of each year, the City shall prepare an annual
payment schedule indicating the contributions to be made within the four
Quarters of that year pursuant to this MOU ("Annual Payment
Schedule"). The form of Aminal Payment Schedule for 2014/2015 is
attached hereto as Exhibit B and shall be updated to incorporate CPI data.
The City shall submit the Annual Payment Schedule to the State Gaming
Agency each year after calculating the CPI adjustments provided for in
Section 5.5.
5.1.2 The Compact obligates the Tribe to make payments into the Graton
Mitigation Fund. The State Gaming Agency is then obligated to disperse
revenues from the Graton Mitigation Fund to the City according to the
terms of this MOU pursuant to Compact section 4.5.1. All remaining
funds in the Graton Mitigation Fund will then be dispersed first to the
County, and then to the Revenue Sharing Trust Fund and/or the Tribal
Nations Grant Fund according to the terms of the Compact.
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5.1.3 The Parties expect the State Gaming Agency to make the payments due to
the City pursuant to this MOU and the Compact on the Due Dates
reflected on Exhibit A. The State Gaming Agency will make the first
payment from the Graton Mitigation Fund following the end of the first
full Quarter after the Opening Date. The timing of the payments in this
MOU have taken the above referenced expectation into account and the
Due Dates listed in Exhibit A are the latest dates upon which the City is to
receive payments from the State Gaming Agency on behalf of the Tribe.
5.1.4 In the event of insufficient revenues in the Graton Mitigation Fund to
make all the contributions set forth in this MOU, and the payments set
forth in sections 3(a), 3(b), 3(d) and 3(e) of the County Agreement, the
State Gaming Agency shall disperse funds from the Graton Mitigation
Fund in the following priority order, until exhausted: (i) the Guaranteed
Contributions to the City (defined in Section 5.2.1) shall be paid first, (ii)
the payments guaranteed to the County in sections 3(a), 3(b), 3(d), and
3(e) of the County Agreement shall be paid second, (iii) the contributions
to the City established in Section 4.1, 4.2 and 4.3 of this MOU in such
amounts as available for distribution on a pro rata basis shall be paid
third, (iv) the payments to the County established in sections 3(c), 3(f),
3(g), 3(h), 3(i) and 30) of the County Agreement shall be paid fourth, (v)
the payments established in section 5(e) of the County Agreement
regarding reimbursements shall be paid fifth, (vi) two hundred fifty
thousand dollars ($250,000) of the quarterly payment for community
benefits set forth in 4(a) of the County Agreement shall be paid sixth, (vii)
the contributions established in Section 5.3 of this MOU regarding
reimbursements shall be paid seventh, and (viii) any other payments due
out of the Graton Mitigation Fund shall be paid eighth.
5.2 GUARANTEED CONTR[BOTTONS BY THE TRIBE.
5.2.1 The Parties agree that certain contributions under this MOU are of such
importance to the mitigation of the Project's impacts that the City should
have a guarantee that those contributions will be made, regardless of the
availability of funds in the Graton Mitigation Fund. Accordingly, in the
event that the State Gaming Agency fails to timely disperse to the City any
payment referenced in Sections 2.3 through and including Section 2.5, and
Section 3 (including all subdivisions thereof), by the Due Dates, then,
within ten (10) days following the Due Dates, the Tribe shall make all of
the payments due under Sections 2.3 through and including Section 2.5
and Sections 3 of this MOU to the City ("Guaranteed Contributions").
5.2.2 The contributions under Sections 2.1 and 2.2 are not addressed hereunder
because they must be paid by the Tribe prior to the Opening Date, so these
payments are not contingent on the availability of funds in the Graton
Mitigation Fund.
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5.2.3 The contributions under Section 4.1, 4,2 and 4.3 are not addressed
hereunder because the Parties do not intend for those contributions to be
guaranteed by the Tribe in the event that the State Gaming Agency lacks
the funds in the Graton Mitigation Fund to make the contributions.
Payments required under Section 4.1, 4.2 and 4.3 shall be made if
sufficient funds are available, as established in Section 5.1.4.
5.3 REIMBURSEMENTS.
5.3.1 REIMBURSEMENTS OF CONTRIBUTIONS MADE BY THE TRIBE TO THE
CITY. The City agrees to use its best efforts, to the extent such action is
authorized by law or statute, to request reimbursement of contributions
previously made by the Tribe as described below from the State Gaming
Agency. In the event the City receives any reimbursement from the State
Gaming Agency for contributions previously made by the Tribe as
described below, the City shall reimburse the Tribe any payments the City
receives from the State Gaming Agency which are specifically delineated
for purposes of reimbursing the Tribe ("Reimbursements"). The City
shall make such Reimbursements available to the Tribe within thirty (30)
calendar days of receipt thereof. However, in no event shall the City be
liable to the Tribe to make any payment of Reimbursements unless the
City has received said Reimbursements from the State Gaming Agency.
In the event the City does not receive Reimbursements from the State
Gaming Agency for the specific purpose of reimbursing the Tribe, the City
shall incur no liability and the Tribe agrees not to initiate any litigation or
bring any other claims against the City regarding the same. The
Reimbursements which the City will seek pursuant to this Section 5.3.1
are as follows:
A. REIMBURSEMENT OF GUARANTEED CONTRIBUTIONS. TO
reimburse the Tribe for mitigation payments previously made by the Tribe
as Guaranteed Contributions, the City shall reimburse the Tribe any
Guaranteed Contributions the City receives from the State Gaming
Agency.
B. REIMBURSEMENT FOR WILFRED AVENUE IMPROVEMENTS. The
Parties acknowledge and agree that the Tribe has and will incur significant
costs for road improvements to Wilfred Avenue and Business Park Drive
pursuant to the Wilfred Avenue JEPA and that funds paid by the Tribe
into the Graton Mitigation Fund are intended to pay for such off -
reservation mitigation costs. Accordingly, to reimburse the Tribe for the
payments for improvements to Wilfred Avenue and Business Park Drive
made pursuant to the Wilfred Avenue JEPA ("Wilfred Improvement
Reimbursement"), the City shall reimburse the Tribe any Wilfred
Improvements Reimbursement the City receives from the State Gaming
Agency.
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C. REIMBURSEMENT FOR WILFRED AVENUE MAINTENANCE. To
reimburse the Tribe for the payments to the City which mitigate the costs
associated with the maintenance of Wilfred Avenue which costs are
initially two hundred eighty eight thousand two hundred fourteen dollars
($288,214) per amium and are required to be made pursuant to Section
6.6.2 of the Wilfred Avenue JEPA ("Wilfred Maintenance
Reimbursement"), the City shall reimburse the Tribe any Wilfred
Maintenance Reimbursement the City receives from the State Gaming
Agency.
D. REIMBURSEMENT FOR DEVELOPMENT FF.E CONTRIBUTION
PRIOR TO OPENING. To reimburse the Tribe for the non-recurring cash
contribution of two million six hundred sixty four thousand dollars
($2,664,000) in lieu of development and related fees to mitigate the impact
of the Project on City staff and other resources as set forth in Section 2.1
of this MOU ("Development Fee Contribution"), the City shall
reimburse the Tribe any Development Fee Contribution the City receives
from the State Gaming Agency.
E. REIMBURSEMENT FOR SPECIAL ENFORCEMENT ACTIVITIES
CONTRIBUTION. To reimburse the Tribe for the non recurring cash
contribution for contributions made to mitigate impacts on law
enforcement activities as set forth in Section 2.2 of this MOU paid by the
Tribe prior to the Opening Date ("SEA Reimbursement") the City shall
reimburse the Tribe any SEA Reimbursement the City receives from the
State Gaming Agency.
5.4 DEDUCTIONS FOR ADVANCE PAYMENTS. The City shall deduct the amount of the
contributions which the Tribe made to the NET referenced in subsection 3(d) of
the Original MOU ("NET Payments") less amounts paid by the City for
mitigation which the Tribe agreed to pay pursuant to the Original MOU, including
storm water improvements to Martin Avenue, installation of an on -demand traffic
signal for the Rancho Verde Mobile Home Park, and relocation of the repeater
system from the former Cusher's Stadium to the existing public safety building
("City Mitigation Payments"). It is agreed that the NET Payments minus the
City Mitigation Payments equals two million four hundred nine thousand seven
hundred forty five dollars ($2,409,745) ("Deduction Amount"), The Deduction
Amount shall be deducted from the contributions due to the City under Section
4.2.1 of this MOU in twelve (12) equal, successive quarterly installments
commencing on the first business day of the third (3rd) Quarter after the Opening
Date and continuing on the first business day of the next eleven (11) Quarters
thereafter. In the event that there are insufficient payments made from the Graton
Mitigation Fund to the City under Section 4.2.1 from which to deduct the above-
described amounts, the remainder shall be deducted from each successive Quarter,
until satisfied. In no event shall the City be obligated to take deductions from
other payments made under this MOU.
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5.5 CPI ADJUSTMENT. All recurring contributions and deductions described in this
T\/IOU shall be increased amivally by the CPI Adjustment, which shall be effective
on July l of each year following the Opening Date. For the purposes of this
MOU, the April to April index shall be effective to July 1 st.
5.6 CONTINGENT PAYMENTS. Notwithstanding any other provision of this MOU, the
Parties acknowledge and agree that except for the non-recurring payments to
commence prior to the Opening Date as set forth in Sections 2.1 and 2.2 of this
MOU, the Tribe's mitigation contributions shall be contingent upon the
occurrence of the Opening Date and the continuation thereafter of Gaming
Activities. In the event the Opening Date does not occur for any reason,
mitigation payments payable after the Opening Date shall not be due.
5.7 PUBLIC ATTRIBUTION. The City shall generally identify and publicly attribute
mitigation measures and community investments and projects funded and
supported by the Tribe, including, but not limited to, in the City budget process.
6. ADDITIONAL TRIBAL COVENANTS AND ACKNOWLEDGMENTS
6.1 BUILDING AND SAFETY CODES. The Parties acknowledge and agree that the
Gaming Facility is subject to the California Building Code and the California
Public Safety Code applicable to the County, as set forth in Titles 19 and 24 of the
California Code of Regulations, and, pursuant to the Compact, is subject to plan
checks, building inspections, and annual certification that the Gaming Facility is
operated in conformity with the applicable codes.
6.2 FIRE AND EMERGENCY SERVICES. The Parties acknowledge and agree that the
Gaming Facility is subject to Title 19 of the California Code of Regulations, the
California Building Code, and the California Public Safety Code applicable to
similar facilities in the County, and that the Compact requires that the Gaming
Facility, as set forth in Titles 19 and 24 of the California Code of Regulations,
and, pursuant to the Compact, is subject to regular inspections to ensure that the
Gaming Facility meets a reasonable standard of fire safety and life safety.
6.3 LAW ENFORCEMENT. To further mitigate potential impacts of the Project on law
enforcement resources, the Tribe shall:
6.3.1 adopt rules prohibiting anyone under 21 years of age from gambling;
6.3.2 adopt employee training programs and policies relating to responsible
alcoholic beverage services;
6.3.3 conduct background checks of all gaming employees;
6.3.4 provide a full complement of security personnel at the Project at all times;
and
OAK 44821-1906-1267 v4 15
6.3.5 adopt programs and policies which discourage gang members from
visiting the Gaming Facility.
6.4 EMERGENCY MEDICAL SERVICES. To mitigate potential impacts of the Project
on City emergency medical services, the 'T'ribe shall provide (i) emergency
medical training to certain members of its security staff, and (ii) emergency
medical equipment, including defibrillators, at the Gaming Facility.
6.5 SOLID WASTE DISPOSAL. To mitigate potential impacts of the Project on solid
waste disposal resources, the Tribe shall, to the extent determined by the Tribe to
be feasible and commercially reasonable, implement single stream recycling and
green waste diversion.
6.6 STORM WATER DRAINAGE. To mitigate potential impacts of the Project on storm
water drainage resources, the Tribe shall obtain a National Pollution Discharge
Elimination System permit from the United States Environmental Protection
Agency if required by the federal Clean Water Act.
6.7 EMPLOYEE RECRUITMENT. To mitigate potential impacts of the Project on local
work forces, the Parties acknowledge that the Project is subject to (i) a Project
Labor Agreement with the Sonoma, Lake, Mendocino County Building &
Construction Trades Council, and (ii) a Neutrality and Card Check Agreement
with UNITE HERE. The Tribe shall implement a hiring preference for Native
Americans and for City residents subject to collective bargaining agreements and
federal employment laws and regulations.
6.8 RANCHO VERDE MOBILE HOME PARK. To mitigate potential impacts of the
Project on the Rancho Verde Mobile Home Park, the Tribe shall not purchase the
Rancho Verde Mobile Home Park for a period of twenty (20) years from the date
of the Original MOU.
6.9 No GOLF COURSE. To mitigate potential impacts of the Project on City golf
courses, the Tribe shall not construct a golf course on the Reservation until the
earlier of; (i) twenty (20) years from the effective date of this MOU, or (ii) the
date on which the aggregate number of rounds of golf played on courses existing
in the City on the effective date of this MOU exceeds 150,000 rounds in any
given calendar year.
7. TERM AND TERMINATION
7.1 EFFEC'T'IVE DATE. This MOU shall not become effective unless and until the
following events have occurred:
7. 1.1 This MOU has been approved by the City Council of the City, approved as
to form by legal counsel for the City and executed and delivered by the
City; and
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7.1.2 This MOU has been approved by the Tribal Council and the General
Council of the Tribe, approved as to form by outside legal counsel to the
Tribe, and executed and delivered by the Tribe.
7.2 EXPIRATION DATE. Once effective, this MOU shall be in full force and effect
until the later of (i) December 31, 2033, or (ii) the date the Compact or any
extension thereof expires or is terminated ("Expiration Date"). Notwithstanding
the foregoing, this MOU shall be automatically extended for any period that
Gaming Activities continue to be operated on the Reservation and the terms
(including the Tribe's obligation to make all payments due pursuant to this MOU)
shall be in full force and effect until the Parties meet, confer and renegotiate new
terms of a memorandum of understanding as provided for in Section 7.3 hereof.
Based on the foregoing, the terms of this Amended MOU shall expire when the
parties successfully renegotiate and adopt a new memorandum of understanding,
thereby superseding this Amended MOU.
7.3 MOU RENEGOTIATIONS. if the Tribe enters into a new tribal -state gaming
compact ("New Gaming Compact"), extends the term of the Compact
("Compact Extension Agreement"), or the Expiration Date occurs, commencing
not later than ninety (90) days following the Legislature's adoption of the New
Gaming Compact, the Legislature's adoption of a Compact Extension Agreement,
or the Expiration Date, the Parties shall meet, confer and renegotiate with respect
to the provisions of this MOU that provide for mitigation and community benefit
payments made by the Tribe under this MOU ("Compact Extension
Renegotiations"). If the Parties are unable to agree upon the dollar amounts
necessary to maintain substantial mitigation of impacts and a comparable level of
community investments within one hundred and eighty (180) days of
commencing Compact Extension Renegotiations, the Parties may trigger the
procedures for dispute resolution contained in Section 11 and, if unable to reach
agreement, an arbitrator shall determine in a Day Baseball Style Arbitration the
amount necessary to retain substantially the same overall level of support for
mitigation and community benefits contemplated in this MOU.
7.4 EFFECT OF EXPIRATION OR TERMINATION. Upon the expiration, as provided for
in Section 7.2, or termination, as provided for in Section 7.5, of this MOU, the
provisions of this MOU shall be of no further force and effect and none of the
provisions of this MOU shall survive such expiration or termination; provided,
however, that the Tribe shall make contributions pursuant to the terms of this
MOU which became due and payable prior to any expiration date; and provided,
further, that, if this MOU terminates for reasons unrelated to a default by the City,
the Tribe shall make any contributions pursuant to the terms of this MOU which
became due and payable prior to such termination date.
7.5 TERMINATION. Unless otherwise agreed by the Parties, this MOU shall
automatically terminate in the event, and on the date, that the Tribe: (i)
permanently ceases development and construction of the Project without having
commenced Gaming Activities, or (ii) permanently ceases the operation of all
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Gaining Activities on the Reservation and the provisions of Section 8.1 do not
apply.
SUSPENSION EVENTS
8.1 If, due to Force Majeure (as hereinafter defined), an act of God, valid business
considerations or any other reason, 51% of all Gaming Activities previously
conducted by the Tribe on the Reservation are suspended or terminated for a
period of at least three (3) months, the Tribe's obligations to make annual
financial contributions pursuant to Sections 2 through 4 of this MOU shall be
suspended in the same manner as authorized under the Compact until such time as
the Gaming Activities are resumed. The period of obligations under this MOU
shall be extended for the time of the suspension. For the purposes of this section,
the term "Force Majeure" shall include, without limitation, the following
circumstances that result in a suspension of 51% of all Gaming Activities
previously conducted by the Tribe on the Reservation: earthquake; flood; fire;
other natural disasters; changes in law, regulation or governmental policy; riots;
war; or terrorism. Nothing in this section shall impact the Tribe's liability for
financial contributions which became due and payable prior to the date such
Gaming Activities were suspended or terminated. When a Force Majeure event
occurs, the Tribe shall provide written notice within seventy-two (72) hours of the
event that performance of its obligations is prevented or delayed, and within
seventy-two (72) hours after Gaming Activities are resumed.
9. RENEGOTIATION PROVISION
9.1.1 RENEGOTIATION EVENTS. The City or the Tribe may request that the
other party renegotiate one or more of the provisions of this MOU if there
is a change in law, facts, or other unforeseen circumstances that
fundamentally changes the City's or Tribe's financial assumptions made
in entering into this MOU ("Fundamental Changes Renegotiations").
Such Fundamental Changes shall be deemed to include, without
limitation, a significant adverse impact on either the City or Tribe as
follows:
(i) the existence of a significant adverse impact of the Project on the
City whose extent of impact was not specifically addressed in the
EIS or was not anticipated by the City;
(ii) any change ending the prohibition on Class III gaming (as defined
in IGRA) or the operation of Claming Devices by non -Indians in
California that substantially affects the Project's financial
projections and actual revenues by at least 25%; and
(iii) a substantial reduction in the scope of all Gaming Activities
permitted on the Reservation, whether pursuant to a change in
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federal, state or local constitutions, laws, rules or regulations, or
amendment of the Compact.
9.2 FUNDAMENTAL CHANGES RENEGOTIATION PROCEDURES. All requests to enter
into Fundamental Changes Renegotiations shall be by written notice and shall
include reference to the provisions of this MOU to be renegotiated. Upon receipt
of such notice, the Parties shall attempt to renegotiate this MOU in good faith.
The Parties shall confer promptly and determine a schedule for commencing
negotiations within fifteen (15) days of the notice. Each Party is hereby
authorized to designate the person responsible for conducting the negotiations,
and shall execute any documents necessary to confirm such authorization. The
purpose of the negotiations will be to attempt to renegotiate the provisions of this
MOU in good faith so that the Parties retain substantially the same rights, levels
of mitigation, and community benefits contemplated as of the date of this MOU.
If, the Parties are unable to agree upon the dollar amounts necessary to maintain
substantial mitigation of impacts and a comparable level of community
investments within one hundred and eighty (180) days of commencing
Fundamental Changes Renegotiations, the Parties may trigger the dispute
resolution provisions contained in Section 11.
10. SEVERABILITY
10.1 Notwithstanding any provision of California law to the contrary, if any provision
of this MOU is held to be illegal, invalid, or unenforceable under present or future
laws, such provision shall be fully severable, this MOU shall be construed and
enforced as if such void, illegal, invalid, or unenforceable provision had never
comprised a part of this MOU, and the remaining provisions of this MOU shall
remain in full force and effect and shall not be affected by the void, illegal,
invalid, or unenforceable provision or by its severance from this MOU. Similarly,
notwithstanding any provision of California, Federal or Tribal law to the contrary,
if any provision of this MOU requires the City, Tribe, or any other Public Entity
to take any action which has not been taken in connection with the approval of
this MOU or otherwise, or subjects this MOU to the referendum or initiative
process under California law, this MOU shall be construed and enforced as if such
provision had never comprised a part of this MOU, and the remaining provisions
of this MOU shall remain in full force and effect and shall not be affected by the
applicable provision or by its severance from this MOU. In the event that the
entire MOU is declared void, illegal, invalid, unenforceable or unauthorized, the
Parties shall enter into good faith negotiations to negotiate a new agreement that
maintains the expectation of each Party in entering into this MOU. If any of the
events referenced in this section occurs, the Parties shall endeavor in good faith
negotiations to replace the applicable provision or provisions with a substitute
provision, the economic and other effects of which comes as close as possible to
that of the provision which has been severed. Such negotiations shall be
conducted pursuant to the provisions of section 9(b) of this MOU.
OAK #4821-1906-1267 v4 19
11. DISPUTE RESOLUTION PROVISIONS
11.1 DISPUTE RESOLUTION. In an effort to foster good government -to -government
relationships and to assure that the Tribe is not unreasonably prevented from
engaging in gaming and other commercial activities on the Reservation, and the
City is able to insure that the off -reservation impacts of the Project are fully
mitigated, the Parties agree to the dispute resolution procedures set forth in this
section.
11.2 MEET AND CONFER. The Parties shall make their best efforts to resolve claims
arising under this MOU by good faith negotiations whenever possible. Any such
disputes between the Parties shall first be subjected to a process of meeting and
conferring in good faith in order to foster a spirit of cooperation in the
implementation of the terms of this MOU as follows:
11.2.1 A Party shall give the other Party, as soon as possible after the event
giving rise to the dispute, written notice setting forth, with specificity, the
claims of breach of this MOU.
11.2.2 The Parties shall meet and confer in a good faith attempt to resolve such
dispute through negotiation not later than 10 days after the receipt of
notice, unless the Parties agree in writing to an extension of time.
11.3 MEDIATION OR OTHER DISPUTE RESOLUTION. If such dispute is not resolved to
the satisfaction of the Parties, the Parties may, by mutual agreement, pursue
mediation or any other method of dispute resolution; provided, however, that no
Party is under an obligation to agree to such mediation or other method of dispute
resolution.
11.4 BINDING ARBITRATION. If such dispute is not resolved to the satisfaction of the
Parties within thirty (30) calendar days after either the first meeting or after any
other dispute resolution under section 11.3, or such other extended period as the
Parties may agree in writing, then the Parties may seek to have the dispute
resolved by binding arbitration in accordance with the following procedures:
11.4.1 Upon the request of a Party in writing, the dispute shall be submitted to
binding arbitration in accordance with this section.
11.4.2 The disputes to be submitted to arbitration shall be limited to claims
arising under this MOU, and which were subject to the meet and confer in
section I I (b) of this MOU.
11.4.3 In the event there is any dispute as to whether a matter is subject to the
arbitration provisions of this MOU, or any dispute concerning the scope of
the matter or matters to be arbitrated, the disagreement as to whether the
dispute is subject to the arbitration provisions of this MOU or the scope of
such arbitration shall be submitted to the arbitrator referenced in
subsection (iv) of this section.
OAK 84821-1906-1267 v4 20
11.4.4 The arbitration shall be conducted before a single arbitrator in accordance
with the JAMS Streamlined Arbitration Rules (or such other streamlined
arbitration rules as the Parties may agree), as modified by the provisions
of this MOU.
11.4.5 The arbitrator shall be selected by the Parties. If at such time the Parties
are unable to agree upon the selection of a single arbitrator, then each
Party shall name one arbitrator and the two arbitrators thus selected shall
select a third arbitrator who shall be a retired California Superior Court or
United States District Court judge; provided, however, if either Party fails
to select an arbitrator within fourteen (14) days of delivery of the request
for arbitration, then the arbitrator selected by the other Party shall conduct
the arbitration.
11.4.6 The arbitration shall take place in Sonoma County or another location
mutually agreed upon by the Parties.
11.4.7 The provisions of Section 1283.05 of the California Code of Civil
Procedure shall apply; provided that no discovery authorized by that
section may be conducted without leave of the arbitrator.
11.4.8 Each side shall bear its own costs, attorneys' fees, and one-half the costs
and expenses of the arbitrator.
11.4.9 The decision of the arbitrator should be made within thirty (30) days of the
arbitration. The decision shall be in writing and shall give reasons for the
decision.
11.5 DAMAGES. The Parties agree that any monetary damages awarded or arising
under this MOU shall be exclusively limited to actual direct damages incurred
based on obligations contained in this MOU that have been demonstrated with
substantial certainty and which do not, in any event, exceed the total amount of
the annual financial contributions which the Tribe is required to make to the City
under the MOU. In no instance shall the Parties to this MOU be entitled to
special, incidental, indirect, consequential or punitive damages, lost profits or
attorney's fees. The Parties agree not to assert any claim for damages, injunctive,
or other relief which is not consistent with the provisions of this MOU.
11.6 CONFIRMATION OF AWARDS. Any Party to an arbitration in which an award has
been made pursuant to this section may petition the Federal District Court for the
Northern District of California or, if such Court declines jurisdiction, the State
Superior Court for Sonoma County or any other court of competent jurisdiction to
confirm the award, including any appellate proceedings. The Parties expressly
consent to the jurisdiction of such Courts for the purpose of confirmation of such
an award. An award shall be confirmed, provided that:
11.6.1 The award is limited to the purposes of arbitration stated in this section.
OAK 114821-1906-1267 v4 21
11.6.2 No person or entity other than the Parties is a party to the action, unless
failure to join a third party would deprive the court of jurisdiction;
provided, however, that nothing herein shall be construed to constitute a
waiver of the sovereign immunity of the Parties in respect to any such
third party.
11.6.3 If an award is confirmed, judgment shall be entered in conformity with the
award. The judgment so entered has the same force and effect as, and is
subject to all the provisions of law relating to, a judgment in a civil action,
and may be enforced like any other judgment of the court in which it is
entered.
11.7 INTERVENTION. Nothing in this MOU shall be construed to constitute a waiver of
the sovereign immunity of the Tribe or the City with respect to intervention by
any additional party not deemed an indispensable party to the proceeding.
11.8 CONFIDENTIALITY. Unless otherwise agreed by the Parties, any dispute
resolution meetings or communications, or mediation, shall be in the context of a
settlement discussion to potential litigation and remain confidential to the extent
not prohibited by applicable law.
12. WAIVER OF SOVEREIGN IMMUNITY
12.1 Pursuant to General Council Resolution " /3 — , and subject to the
provisions of this section, the Tribe expressly and irrevocably waives sovereign
immunity (and any defenses based thereon) in favor of the City, but not as to any
other person or entity, as to any dispute which specifically arises under this MOU
and not as to any other action, matters or disputes. The Tribe does not waive its
sovereign immunity with respect to (i) actions by third parties, except for parties
acting on behalf of, under authorization from, or pursuant to a contract with, the
Tribe or City; or (ii) disputes between the Tribe and the City which do not
specifically arise under this MOU. The Tribe further agrees that exhaustion of
administrative remedies, including before any tribal court, shall not be required
prior to proceeding to arbitration or court action under section 11.
13. REPRESENTATIONS AND WARRANTIES
Each Party represents, warrants and covenants to the other Party as follows:
13.1 AUTHORITY. Such Party has the legal power and authority to execute and deliver
this MOU and to perform its obligations under this MOU.
13.2 DUE AUTHORIZATION. The approval, execution, and delivery of this MOU, and
waiver of sovereign immunity, and the performance by such Party of its
obligations under this MOU, have been authorized by all requisite actions of such
Party.
OAK #4821-1906-1267 0 22
13.3 DUE EXECUTION AND DELIVERY. The persons executing this MOU on behalf of
such Party are duly authorized to execute and deliver this MOU on behalf of such
Party.
13.4 ENFORCEABILITY. This MOU constitutes the legal, valid and binding obligation
of such Party, enforceable against such Party in accordance with its terms, and,
once executed and delivered, cannot be invalidated pursuant to any subsequent
action of the City Council of the City or the Tribal Council or General Council of
the Tribe, as applicable.
13.5 No CONFLICT. The approval, execution, delivery and performance of this MOU
does not conflict with any other agreement to which such Party is a party and does
not violate or require any action which has not been taken under any law, statute,
rule, regulation, ordinance, general plan, tribal law, specific plan or court order or
decree applicable to such Party.
13.6 WAIVERS. A waiver of any breach of any provision of this MOU shall not
constitute or operate as a waiver of any other breach of such provision or of any
other provisions, nor shall any failure to enforce any provision operate as a waiver
of such provision or of any other provisions.
14. GENERAL PROVISIONS
14.1 No SUBMISSION TO JURISDICTION. The Parties acknowledge and agree that this
MOU, except as otherwise specified, is not intended to constitute, and shall not be
construed as constituting, a submission by the Tribe to the jurisdiction of (i) the
City or any or any of its subdivisions, departments or courts, (ii) any of its or their
respective officials, employees, inspectors or contractors, or (iii) any of its or their
respective laws, rules, regulations, ordinances, general plans or specific plans.
14.2 THIRD PARTY MATTERS. This MOU is not intended to, and shall not be
construed to, create any right on the part of any third party to bring any action or
otherwise enforce any of its terms.
14.3 INDEMNIFICATION. The Tribe agrees to indemnify, defend and hold harmless the
City (with counsel reasonably acceptable to the City) from and against any and all
claims, losses, proceedings, damages, causes of action, liability, costs and
expenses (including its reasonable attorneys' fees) arising from any action or
proceeding filed against the City which challenges the City's approval, execution
or delivery of this MOU.
14.4 NOTICE. All notices required by this MOU shall be deemed to have been given
when made in writing and delivered or mailed to the respective Parties and their
representatives at their respective addresses as set forth below or such other
addresses as they may provide to the other Party from time to time;
OAK 10821-1906-1267 v4 23
For the City:
City of Rohnert Park
130 Avram Avenue
Rohnert Park, California 94928
Attn: City Manager
Telephone: (707) 588-2226
Facsimile: (707) 792-1876
With copies to:.
Burke, Williams & Sorensen, LLP
1901 Harrison Street, Suite 900
Oakland, CA 94612
Attn: Michelle Marchetta Kenyon
Telephone: (510) 273-8780
Facsimile: (510) 839-9104
For the Tribe:
Federated Indians of Graton Rancheria
6400 Redwood Drive, Suite 300
Rohnert Park, CA 94928
Attn: Chairperson
Telephone: (707) 566-2288
Fax: (707) 566-2291
With copies to:
Maier Pfeffer Kim & Geary, LLP
1440 Broadway, Suite 812
Oakland, CA 94612
Attn: John Maier, Esq.
Telephone: (510) 835-3020
Fax: (510) 835-3040
14.5 GOVERNING LAW. This MOU shall be governed by, and construed in accordance
with, the laws of the State of California.
14.6 CONSTRUCTION OF AGREEMENT. This MOU, including all recitals, together
with all Exhibits, constitutes the entire agreement between the Parties and
supersedes all prior negotiations, representations, drafts regarding this MOU,
whether written or oral. In the event of a dispute between the Parties as to the
language of this MOU or any amendment to this MOU or the construction or
meaning of any term contained in this MOU or any amendment to this MOU, this
MOU or any amendment to this MOU shall be deemed to have been drafted by
OAK 44821-1906-1267 v4 24
the Parties in equal parts so that no presumptions or inferences concerning its
terms or interpretation may be construed against, or in favor of, either Party based
on the preparation or negotiation of this MOU or any amendment to this MOU.
The headings contained in this MOU are for convenience of reference only and
shall not effect this MOU's construction or interpretation.
14.7 BINDING AGREEMENT. This MOU is intended to be, and shall be construed to be,
binding upon the Parties and all successors and successors -in -interest of each
Party, including all officers, agents and employees, and, in the case of the City,
future City Councils, and, in the case of the Tribe, future Tribal Councils or
General Councils.
14.8 ENVIRONMENTAL REVIEW
14.8.1 Pursuant to the CEQA Guidelines (Cal. Code Regs., tial. 14, Section
15378, subd. (b)(4)), this MOU does not constitute a "project" for CEQA
purposes because it involves the creation of a government funding
mechanism or other government fiscal activities, which do not involve any
commitment to any specific project which may result in a potentially
significant physical impact on the environment. This MOU requires the
Tribe to make mitigation payments for identified mitigation measures and
programs; however, the City retains discretion to elect not to implement
any or all of the specific mitigation measures and programs identified in
this MOU. Further this MOU does not obligate the City to undertake a
specified mitigation program or construction project nor does it set a time
for development.
14.8.2 The Parties acknowledge and agree that this MOU is not intended to be
and does not constitute a development agreement for the purposes of
Government Code section 65865. Nor does this MOU commit the City to
implement any public improvement, or to take any action that may result
in physical changes in the environment.
14.8.3 The Parties acknowledge that the EIS and/or Record of Decision evaluated
the impacts of the Project and provided for the mitigation thereof.
14.8.4 The Parties acknowledge and agree that: (i) the Tribe is not a public
agency subject to CEQA; (ii) the Project is not subject to CEQA or to City
environmental review, design, land use or land development ordinances,
plans, manuals or standards; (iii) the City does not have legal authority to
deliberate on, approve, disapprove, or otherwise exercise judgment
regarding the Project; and (iv) the City is not deliberating on, approving,
disapproving or otherwise exercising judgment regarding the Project by
entering this MOU.
14.8.5 Government Code § 12012.56(b)(1)(C) is a statutory CEQA exemption
adopted with specific reference to this Project and the mitigation of its off: -
OAK 114821-1906-1267 0 25
site impacts. That Section states that in deference to tribal sovereignty, the
execution of an intergovernmental agreement between a tribe and a county
or city gover>unent negotiated pursuant to the express authority of, or as
expressly referenced in, the Compact shall not be deemed a project for
purposes of CEQA. This MOU is an intergovernmental agreement, made
pursuant to Sections 4.4 and 11.8.7 of the Compact, between the Tribe and
the City negotiated pursuant to the Compact and, therefore, execution of
this MOU is not subject to CEQA. Subsections (a)(1)-(4) and (c) of
Section 11.8.7 of the Compact require the City and the Tribe to enter into
enforceable intergovernmental agreements to timely mitigate, through
compensation or other means, any significant effect of the Project on the
environment, which were attributable in whole or in part to the Project.
By expressly declaring intergovernmental agreements made under the
Compact to not be a "project" for CEQA purposes, and by expressly
acknowledging the need for an intergovernmental agreement to mitigate
impacts in the Compact, the Legislature expressly exempted mitigation
agreements such as this MOU from compliance with CEQA.
14.8.6 To the extent that the City is required to comply with CEQA with respect
to any improvements, programs or activities identified in or related to this
MOU, the City will comply with CEQA prior to approving or
implementing such improvements, programs or activities. This MOU
does not restrict the City's discretion to evaluate the impacts of such
improvement, programs or activities, identify and adopt mitigation for
such impacts, consider and approve alternatives designed to lessen such
impacts, or deny approvals necessary for such improvement, programs or
activities.
14.9 AMENDMENTS. This MOU may be modified or amended only by mutual and
written agreement of the Parties.
14.10 REVIEW BY TILE DEPARTMENT OF INTERIOR. The Tribe shall submit this MOU
to the United States Department of the Interior for either: (a) approval pursuant to
25 U.S.C. § 81; or (b) a written response that this MOU does not require approval
under 25 U.S.C. § 81. The Tribe shall undertake reasonable efforts, in
consultation with the City, to secure approval or written response. The City, at its
sole discretion, has the right to withdraw its support for the MOU if it is not
submitted to the Department of the Interior pursuant to this section within ten (10)
days following the Effective Date. If the Department of Interior determines that
portions of this MOU violate 25 U.S.C. § 81 or are otherwise invalid, the
severability provisions set forth in section 10 of this MOU shall govern.
[THE REMAINDER OF TIIIS PAGE IS INTENTIONALLY LEFT BLANK]
OAK #4821-1906-1267 v4 26
IN WITNESS WHEREOF, the Parties have executed this MOU as of the date first set
forth above.
CITY OF ROHNERT PARK
Dater ��1;7, 2013 By:
Name: C C-1 ales
Its: Cid c. a c
APPROVED BY CITY ATTORNEY 1�Oi '1 HE 1 Y:
Date: '2013 By:
!eft€S Miehe e Marchetta Kenyon, Esq.
Burke, Williams & Sorensen, LLP
Flt
FEDERATED INDIANS OF GRATON RANCHERIA
Date: d- iL. _, 2013 By. i
Greg Sarris
Chairperson
APPROVED BY LEGAL COUNSEL FOR THE TRIBE.
r
Date. J!F, 2013 By: _.
Jolm Tier, Esq,
Mai r Pfeffer Kim & Geary, LLP
OAK #4821-1906-1267 v4 27
Exhibit A
Due Dates for Rohnert Park/Graton Rancheria MOU
Pavments Due from Tribe to City
Page 1
Guaranteed Payments
Other Payments
MOU Section
2.3.7.
2.3.2
2.3 3
2.4 2.5
3.1
1 3.2
3.3
3.4
3.5
4.3
4.1
_ 4.2.1
4.2.2
Due Date' Quarter'
Public
Safety
Building
Ladder
Fire City
Truck Vehicles
Mobile
Traffic Home
Impacts' Parka
Law
Enforce-
ment
Problem Water-
Gambling way
Supple-
mental
Public
Servicesi
Community
(Neighbor-
hood &
Housing.)
Rohnert
Park
School Foundation
Tribe
Charity
or
Organiza
tion
1 -Jul -2014 3rd Qtr
X
X
X
X
X
X
X
X
1 -OCL -20141 4th Qtr
X
X
x
X
X
X
X
X
1 -tan -2015 5th Qtr
x
x
x
x
x
x
x
x
1 -Apr -2015 6th Qtr
x
X
X
x
X
X
x
X
1 -Jul -2015 701 Qtr
x
x
x
X
X
X
X
X
X
X
1 -Oct -2015. 8th Qtr
X
X
X
X
X
X
X
X
x
X
1 -Jan -2016 9th Qtr
X
x
X
X
X
X
X
X
X
X
1 -Apr -2016 10th Qtr
X
X
X
X
X
X
X
X
X
X
I -Jul -20161 11th Qtr
x
X
X
X
x
x
X
x
x
x
1 -Oct -2016 12th Qtr
X
X
X
x
x
X
X
X
X
1 -Jan -2017 13th Qtr
X
X
X
X
X
X
X
X
X
1 -Apr -2017 14th Qtr
X
X
X
X
X
X
X
X
X
1 -Jul -2017 15th Qtr
X
X
X
X
X
X
X
X
X
1 -Oct -2017 16th Qtr
X
X
X
X
X
x
X
X_
X
1 -Jan -2018 17th Qtr
X
X
X
X
X
X
X
x
X
1 -Apr -2018 18th Qtr
X
X
x
X
X
X
X
X
x
1-lul 2.018 19th 4tr
X
X
X
X
X
x
X
x
x
1 -Oct -2018 20th Qtr
X
X
X
X
X
X
X
X
X
1 -Jan -2019 21st Qtr
X
X
X
X
X
X
X
X
X
1 -Apr -2019 22nd -Qtr
x
X
X
X
x
x
x
X
X
1 -Jul -2019 23rd Qtr
X
X
X
X
X
X
X_
X
X
1 -Oct -2019 24th Qtr
X
X
X
X
X
X
X
X_
X
1 -Jan -2020 25th Qtr
X
X
X
X
X
X
X
X
X_
1 -Apr -2020 261h Qtr
X
x
x
X
X
X
X
X
X
1 -Jul -20201 27th Qtr
X
x
X
x
X
X
X
x
X
1 -Oct -20201 28th Qtr
X
X
X
X
X
X
X
X
X
Page 1
Pavments Due from Tribe to Cltv
Page 2
Guaranteed Payments
Other Payments
MOU Section
2.3.1
2.3.2 1 2.3.3 2.4 2.5
3.1
3-2
3.3
3.4
3.5
4.3
4-1
4.2.1
4.2-2
Due Date' Quarter4
Public
Safety
Building
LadderMobile
Fire City Traffic Home
Truck Vehicles Impacts' Park'
Law
Enforce-
ment
Problem Water- Supple-
Gambling way mental
Public
Services
Community
(Neighbor-
hood &
Housing)
Rohnert
Park
School Foundation
Tribe
Charity
or
Organlza
tion
1 -Jan -2021 29th Qfr
x
x
x
x
x
x
I x
x
x
I -Apr -211211 30th Qtr
X
X
X
X
X
X
x
X
X
1 -Jul -2021 31st Qtr
X
X
X
X
X
X
x
x
X
1 -Oct -2021 32nd Qtr
X
X
x
X
X
X
X
X
X
1 -Jan -2022 33rd Qtr
X
X
X
X
x
X
X
X
X
1 -Apr -2022 34th Qtr
x
X
X
I X
X
X
X
X
X
1 -Jul -2022 35th Qtr
X
X I
X
X
X
X
X
X
X
1 -Oct -2022 36th Qtr
X
X
x
X
X
X
x
X
x
1 -Jan -2023 37th Qtr l
X
X
X
X
X
X
X
X
X
1 -Apr -2023 38th Qtr
X
X
x
X
X
X
X
X
X
1 -Jul -2023 39th Qtr
X
X
X
X
X
X
X
X
X
1-Oct�Z023 40th Qtr
X
x
X
X
X
X
X
X
X
1 -Jan -20241 41st Qtr
x
X
X
X
X
X
X
X
X
1 -.Apr -2024142 n d Qtr
X
x
X
x
x
X
x
r x
x
I -Jul -2 0241 43rd Qtr
x
x
X
X
X
X
X
X
X
1 -Oct -2024 44th Qtr
X
X
X
X
X
X
x
x
X
1 -Jan -2025 45th Qtr
X
x
X
X
X
X
X
X
X
1 -Apr -2025 46th Qtr
-
X
X
X
X
X
X
X
X
x
1 -Jul -2025 47th Qtr
x
X
X
X
X
x
X
X
X
1 -Oct -2025 48th Qtr
X
X
X
X
X
X
X
X
X
1 -Jan -2026 49th Qtr
X
X
x
X
X
X
X
X
x
1 -Apr -20261 50th Qtr
X
X
X
X
X
X
X
X
x
I -Jul -2026J 51st Qtr.
X
X_
_X
X
X
X
x
X
X
2026 52nd Qtr
X
x_
X
X
X
X
X
X
X
2027 53rd Qtr
X
X
X
X
x
X
X
x
X
-Apr -202754th Qtr
x
X
x
X
X
X
X
X2027
55th Qtr
F1
X
X
X
X
X
X
X
X
X
2027 56th Qtr
x
X
X
X
XX
X
X
X
2028 57th Qtr
X
X
X
X
X
X
X
X
X
2028 58th Qtri
X
X
X
X
X
X
X
x
X
Page 2
Rwvmentt. Due from Trihe to Citv
Notes:
1 Assumed opening date sometime in October, November or December of 2013. Due dates are valid for any opening date in this period.
2 MOU provides that payment is made after parties agree on need.
3 MOU provides that payment is made upon request after the parties have agreed on the project.
Page 3
Guaranteed Payments
Other Payments
MOU Section
2.3.1
2.3.2 2.3.3 2.4 2.5
3.1
3.2
3.3
3.4
3.5
4.3
4.1
4.2.1
4.2,2
Due Date' Quarter'
Public
Safety
Building
Ladder Mobile
Fire City Traffic Home
Truck Vehicles Impacts' Park'
Law
Enforce-
ment
Problem Water- Supple-
Gambling way mental
Public
Service_
Community
(Neighbor-
hood &
Housing)
Rohnert
Park
School Foundation
Tribe
Charity
or
Organiza
tion
1-Jul-202859th Qtr
X
X
X
X
X
X
X
X
X
1 -Oct -20281 60th Qtr
X
X
X
X
X
X
X
X
X
1 -Jan -202951st Qtr
X
x
X
X
X
X
X
X
X
1 -Apr -2029 152nd Qtr
X
X
X
X
X
X
X
X
X
1 -Jul -2029 63rd Qtr
X
%
X
X
X
X
X
X
X
.............
1 -Oct -2029 tAth Qtt
X
X
X
X
X
X
X
X
X
1 -Jan -2030 65th Qtr
X
X I
X
X
X
X
X
X
X
1 -Apr -2030 156th Qtr
X
X
X
X
X
X
X
X
X
1 -Jul -20301 67th Qtr
X
X
X
X
x
X
X
X
X
1 -Oct -2030 68th Qtr
X
X
X
X
X
X
X
X
X
1 -Jan -2031 69th Qtr
X
X
X
X
X
X
X
X
X
1 -Apr -2031 70th Qtr
X
X
X
X
X
X
X
X
X
1 -Jul -2031 71st Qtr
X
X
_ X
X
X
X
X
X
X
1 -Oct -2031 72nd Qtr
X
X
X
X
X
X
X
X
X
1 -Jan -2032 73rd Qtr
X
X
X
X
X
X
X
X
X
1-A r -203274th Qtr
X
X
X
X
X
X
X
X
X
1 -Jul -2032 75th Qtr.
X
X
k
X
X
X
X
X
X
1 -Oct -2032 76th Qtr
X
X
X
X
X
X
X
X
X
1 -Jan -2033 77th Qtr
X
X
X
X
X
X
X
X
X
1 -Apr -2033 78th Qtr
X
X
X
X
X
X
X
X
X
1 -Jul -2033 79th Qtr
X
X
X
X
X
X
X
X
X
I -Oct -20331 80th Qtr
X
X
X
X
X
X
X
X
X
1 -Jan -2034 81st Qtr
X
X
X
X
X
X
X
X
X
1 -Apr -20341192nd Qtr
X
X
X
X
X
X
X
X
X
Notes:
1 Assumed opening date sometime in October, November or December of 2013. Due dates are valid for any opening date in this period.
2 MOU provides that payment is made after parties agree on need.
3 MOU provides that payment is made upon request after the parties have agreed on the project.
Page 3
Exhibit B - SAMPLE
Rohnert Park/Graton Rancheria MOU
Annual Payment Schedule
CPI
April Prior April Current Adjustment
Year Year3 Factor Fiscal Year: July 1 to June 30
CPI Index Data :1,2 242.83 250.11 1.0300
Total Amount ,, 2,W4,"4 j L,bJb,"4 7 L,bJb,JJ4 ;> G,030,774
Notes:
1 CPI Adjustment is scheduled for implementation each July 1. Data from April to April will be used.
2 CPI Data is All Urban Consumers San Francisco -Oakland -San Jose Area, series ID CUURA4225A0.
3 CPI Index Value of 250.11 is used for illustration. Actual value will be Input each year when data is available.
4 Non-recurring payments are not subject to CPI Adjustment.
5 All Recurring Payments and Deductions are subject to CPI Adjustment each year.
6 Quarter is Jan -Mar, Apr -June, July -Sept, Oct -Dec numbered sequentially beginning with the first full
quarter after gaming commences.
Summary:
State Gaming Agency shall deliver to Rohnert Park before 1 -Jul -2014 a wire transfer in the amount of:
State Gaming Agency shall deliver to Rohnert Park before 1 -Oct -2014 a wire transfer in the amount of:
State Gaming Agency shall deliver to Rohnert Park before 1 -Jan -2015 a wire transfer in the amount of:
State Gaming Agency shall deliver to Rohnert Park before 1 -Apr -2015 a wire transfer in the amount of:
City of Rohnert Park Wire Transfer Instructions: Exchange Bank, Santa Rosa, CA
ABA 121101985
A/C 0081044042
FBO City of Rohnert Park
$ 2,636,994
$ 2,636,994
$ 2,636,994
$ 2,636,994
MOU
Due Date
1 -Jul -2014
1 -Oct -2014
1 -Jan -2015
1 -Apr -2015
Section
Quarter
3rd Qtr
4th Qtr
5th Qtr
6th Qtr
�t
2.3.1
Public Safety Building
2.3.2
Ladder Fire Truck
.
................................ . ..
2.3.3
City Vehicles
E
2.4
'Traffic Impacts
0
a
z
2.5
Mobile Home Park
01
3.1
Law Enforcement
$
128,750
$
128,750
$
128,750
$
128,750
c..
3.2
Problem Gambling
$
32,188
$
32,188
$
32,188
$
32,188
ro
75
3.3
Waterway
$
12,875
$
12,875
$
12,875
$
12,875
T
3.4
Supplemental
$
1,287,500
$
1,287,500
$
1,287,500
$
1,287,500
3.5
Public Services
$
610,018
$
610,018
$
610,018
$
610,018
bn
4.1 School $ 257,500 $ 257,500 '$ 257,500 $
257,500
4.2.1
Rohnert Park Foundation
$
257,500
$
257,500
$
257,500
$
257,500
ts vC
G
O
°C
4.2.2
Tribe Charity
4,3
Neighborhood & Housing
$
257,500
$
257,500
$
257,500
$
257,500
Deductions
5.4
Advance Payments
$
(206,836)
$
(206,836)
$
(206,836)
$
(206,836)
Total Amount ,, 2,W4,"4 j L,bJb,"4 7 L,bJb,JJ4 ;> G,030,774
Notes:
1 CPI Adjustment is scheduled for implementation each July 1. Data from April to April will be used.
2 CPI Data is All Urban Consumers San Francisco -Oakland -San Jose Area, series ID CUURA4225A0.
3 CPI Index Value of 250.11 is used for illustration. Actual value will be Input each year when data is available.
4 Non-recurring payments are not subject to CPI Adjustment.
5 All Recurring Payments and Deductions are subject to CPI Adjustment each year.
6 Quarter is Jan -Mar, Apr -June, July -Sept, Oct -Dec numbered sequentially beginning with the first full
quarter after gaming commences.
Summary:
State Gaming Agency shall deliver to Rohnert Park before 1 -Jul -2014 a wire transfer in the amount of:
State Gaming Agency shall deliver to Rohnert Park before 1 -Oct -2014 a wire transfer in the amount of:
State Gaming Agency shall deliver to Rohnert Park before 1 -Jan -2015 a wire transfer in the amount of:
State Gaming Agency shall deliver to Rohnert Park before 1 -Apr -2015 a wire transfer in the amount of:
City of Rohnert Park Wire Transfer Instructions: Exchange Bank, Santa Rosa, CA
ABA 121101985
A/C 0081044042
FBO City of Rohnert Park
$ 2,636,994
$ 2,636,994
$ 2,636,994
$ 2,636,994