2020/03/24 City Council Resolution 2020-030 RESOLUTION NO. 2020-030
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
1) APPROVING SECOND AMENDMENT TO THE FOXTAIL GOLF COURSE
LEASE AGREEMENT ADDING PROVISIONS FOR A LOAN IN THE AMOUNT OF$125,000
FOR REPLACING AN IRRIGATION PUMP, AND 2) AT THE DISCRETION OF THE CITY
MANAGER, INCREASING APPROPRIATIONS FROM INFRASTRUCTURE RESERVE IN
THE AMOUNT OF 5125,000 IN FISCAL YEAR 2019-20 TO FUND THE LOAN
WHEREAS, the City owns two 18-hole golf courses and leases the courses to Rohnert Park
Golf via the Foxtail Golf Course Lease ("Lease") dated July 1, 2012; and
WHEREAS, the City desires to amend the Lease to advance funds for replacing an
irrigation pump at the Foxtail Golf Course ("Second Amendment"); and
WHEREAS,the Tenant estimates the cost for replacing an irrigation pump at$125,000;
and
WHEREAS, the Golf Capital Improvement Fund does not have sufficient funding to
complete the renovations; and
WHEREAS, the City's Infrastructure Reserve has a projected year-end balance FY2019-
20 of$1,820,410 and could advance the Golf Capital Improvement Fund to implement the
renovation of the remaining North and South Course bunkers; and
WHEREAS, there are no existing appropriations in the current fiscal year Infrastructure
Reserve budget for replacing an irrigation pump, and a new appropriation in the amount of
$125,000 would be necessary; and
WHEREAS, the Golf Capital Improvement Fund will repay the Infrastructure Reserve
half of the advance paying two percent interest per year for twelve years; and
NOW,THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert
Park that the Second Amendment to the Foxtail Golf Course Lease Agreement Adding Provisions
for a Loan in the Amount of$125,000 for Replacing an Irrigation Pump ("Second Amendment")
attached hereto as Exhibit"A" is hereby approved.
BE IT FURTHER RESOLVED Fiscal Year 2019-20 appropriations in Fund 640 are
increased by $125,000, at the discretion of the City Manager, to fund the irrigation pump
replacement loan in accordance with the Second Amendment.
BE IT FURTHER RESOLVED that the City Manager is hereby directed to execute the
Second Amendment in substantially similar form to Exhibit A, subject to minor revisions by the City
Attorney or City Manager, and any other documents necessary to effectuate the Second Amendment or
pertaining to this transaction for and on behalf of the City of Rohnert Park.
DULY AND REGULARLY ADOPTED this 24th day of March, 2020.
CITY OF ROHNERT PARK
14—
�eMckenzie,/Ce Mayor
ATTEST:
Sylvia Lopez Cuevas, Assistant City Clerk -
Attachment: Exhibit A
ADAMS: BELFORTE:N/A STAFFORD: MACKENZIE: CALLINAN:N/A
AYES: ( %{ ) NOES: ABSENT: ( �) ABSTAIN: (TWO)
Resolution 2020-030
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SECOND AMENDMENT TO FOXTAIL GOLF COURSE LEASE ADDING
PROVISIONS FOR A LOAN IN THE AMOUNT OF$125,000 FOR REPLACING AN
IRRIGATION PUMP
This Second Amendment to Foxtail Golf Course Lease Adding Loan and Provisions for a
Loan in the amount of$125,000 for Replacing an Irrigation Pump ("Second Amendment") dated
as of , 2020("Effective Date"), is entered into by and between the CITY OF
ROHNERT PARK, a municipal corporation ("City"or"Landlord") and ROHNERT PARK
GOLF, L.P., a California limited partnership ("Tenant").
BACKGROUND
A. Tenant and City are parties to that certain Foxtail Golf Course Lease(the
"Original Lease") dated July 1, 2012, pursuant to which Tenant leases from the City the Foxtail
Golf Course, located in Rohnert Park, California.
B. City approved the First Amendment to the Original Lease on May 9, 2017.
D. Tenant and City desire to replace an irrigation pump located on the South Course
between 7`h hole green and 8`h hole tee on the Site. The irrigation pump shall consist of a 175
horse power pump with new filter system and variable frequency drive ("Irrigation Pump"or
"Improvements").
E. Tenant and the City now desire to amend the Amended Lease as set forth in this
Second Amendment to provide for a loan to Tenant to construct the Improvements.
F. Capitalized terms used but not defined in this Second Amendment shall have the
respective meanings provided in the Original Lease.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Tenant and the City agree as follows:
1. The Amended Lease shall be amended to add the following as Section 3.8:
*'3.8 Pump Loan. The City shall loan to Tenant the sum of one hundred and twenty five
thousand dollars ($125,000)("Pump Loan"or"Construction Funds") for the purpose of making
the Improvements to the Site, subject to the below provisions related to the Pump Loan.
3.8.1. Use of Funds. City and Tenant agree that the Pump Loan shall be used
solely on the Site for the purpose of constructing the Improvements. The Pump Loan
funds shall not be used for any other purpose except as set forth herein, including without
limitation, to satisfy any other obligation(s) under the Lease Agreement, without the
parties' mutual written consent.
3.8.2. Construction and Replacement of Improvements Schedule. Tenant shall
construct or replace the Improvements by July 1, 2020 and will do so in accordance with
the terms herein. Title to such Improvements shall vest in the City upon the acceptance
of such improvements by the City Council.
3.8.3 Compliance with Applicable Laws. Tenant agrees to procure and to
complete the Improvements in accordance with all applicable laws, including but not
limited to all applicable environmental regulations, requirements for worker safety, and
any applicable requirements under the Labor Code for payment of prevailing wages.
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3.8.4 Indemnification. To the fullest extent permitted by law, Tenant agrees to
indemnify, defend, and hold harmless the City, the City Council, its officers, employees,
agents, and volunteers, (collectively, "Indemnified Persons"), against any loss or liability
arising out of any claim or action brought against any Indemnified Persons from and
against any and all losses, claims, damages, liabilities, or expenses, of every conceivable
kind, character, and nature whatsoever arising out of, resulting from, or in any way
connected with (1) the Improvements or the conditions, occupancy, use, possession,
conduct, or management of, work done in or about, or the planning, design, acquisition,
installation, or construction, of the Improvements or any part thereof; (2)the carrying out
of any of the transactions contemplated by this Agreement or any related document; or
(3)any violation of any applicable law, rule or regulation related to Tenant's construction
of the Improvements, including without limitation applicable provisions of the Labor
Code and environmental laws. To the fullest extent permitted by law, Tenant agrees to
pay and discharge any judgment or award entered or made against Indemnified Persons
with respect to any such claim or action, and any settlement, compromise or other
voluntary resolution. The provisions of this section shall survive the termination of the
Agreement.
3.8.5 Review and Approval of Plans for Improvements. City shall be entitled to
review and approve plans, specifications and/or bid documents for the Improvements.
The parties agree that review or approval of plans, specifications, and/or bid documents
by the City does not relieve Tenant of its responsibility to properly plan, design,
construct, operate, and/or maintain the Improvements in accordance with the provisions
of this Lease.
3.8.6 Withdrawal of Construction Funds. Tenant may request a withdrawal of the
Construction Funds (a "Draw Request") by written notice to John McArthur, Public
Works Director for the City, or his successor in this role. No Draw Request may be
submitted to City until Tenant has commenced construction of the Improvements. A
Draw Request may be made by email to Mr. McArthur at jmcarthur(a-),Mity.org. Each
Draw Request shall describe, in reasonable detail, the basis for the request and/ or the
portion of the Improvements to be satisfied with the Construction Funds being requested
and shall include partial lien releases from contractors, subcontractors and suppliers for
the work being funded. If the Draw Request is for reimbursement of funds already spent
by Tenant to satisfy its obligation to construct the Improvements, the request shall
include proof of payment for materials or services. If the Draw Request is for payment of
materials or services invoiced but not yet paid, the request shall include a copy of the
third party invoice. The City shall distribute the funds requested by a Draw Request
within 14 days of receipt, except as set forth in Section 5 below.
3.8.7 Disputes Regarding Draw Requests. In the event the City contests a Draw Request,
or any portion thereof, the City shall notify Tenant in writing (a "Draw Contest Notice")
within 7 days of receipt of the Draw Request which shall be submitted to Tom Bugbee on
behalf of Tenant. A Draw Contest Notice may be made by email to Mr. Bugbee at
mailto:mtbugbee(a-)courseco.com. The Draw Contest Notice shall describe, in reasonable
detail, the basis for the dispute or contest by the City. If the City's dispute only concerns
a portion of the Draw Request, the City shall fund the portion of the Draw Request which
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it does not dispute within 30 days pursuant to Section 4. The parties shall attempt to
resolve the dispute set forth in the Draw Contest Notice pursuant to Section 6.
3.8.8. Loan Repayment of Pump Loan. The Pump Loan shall be repaid by Tenant
out of the Capital Improvement Fund, in equal monthly installments of$3,322.16 for a
period of one hundred forty-four(144) months ("Amortization Period"), beginning on the
20th day of the first month after the City's distribution of funds for the first draw request
("Commencement Date"). Beginning on the Commencement Date and each month
thereafter until the end of the Amortization Period, Tenant shall ensure that payments are
made to the City from the Capital Improvement Fund in monthly installments of$488.55,
or$5,862.60 annually. Timely receipt of all such payments in full by the City shall be
deemed satisfaction of the Pump Loan.
3. Original Lease In Full Force and Effect. Except as modified herein, the provisions,
conditions, and terms of the Original Lease and First Amendment shall remain unchanged and in
full force and effect. In the case of any inconsistency between the provisions of the Original
Lease and First Amendment, and this Second Amendment, the provisions of this Second
Amendment shall govern and control.
IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the
Effective Date.
TENANT:
Rohnert Park Golf, L.P., a California limited partnership
By: Rohnert Park Golf Investors, Inc., a California corporation, General Partner
Printed Name
Title
CITY:
City of Rohnert Park, a municipal corporation
By:
Darrin Jenkins, City Manager
Pursuant to Resolution No.
ATTEST:
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Approved as to Form:
City Attorney, Michelle Marchetta Kenyon
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