HomeMy WebLinkAboutRESOLUTION 2025-069 N.C.S. 06/02/2025Resolution No. 2025-069 N.C.S. 1
Resolution No. 2025-069 N.C.S.
of the City of Petaluma, California
RESOLUTION APPROVING A FIRST AMENDMENT TO THE AMENDED AND RESTATED
LEASE AGREEMENT WITH THE ROOSTER RUN GOLF COURSE WHICH ADDRESSES THE
LOCATIONS OF WETLANDS IMPROVEMENTS, ROOSTER RUN’S INTEGRATED PEST
MANAGEMENT PLAN, AND THE RENOVATION AND MANAGEMENT TRUST FUND
WHEREAS, the City of Petaluma entered into an Amended and Restated Lease Agreement with Rooster Run
Golf Club, LLC in March 2022 via Ordinance No. 2810 N.C.S., consolidating and superseding the original lease
and five prior amendments; and
WHEREAS, the City has not yet implemented a citywide Integrated Pest Management Plan (IPMP) and does
not anticipate doing so for approximately one year, and the Rooster Run Golf Club has submitted and received
City approval for its own IPMP to govern operations during this interim period; and
WHEREAS, to reflect this arrangement, the lease will be amended to approve alternative compliance for
Rooster Run with the City’s IPMP in accordance with its own Integrated Pest Management Plan, attached as
Exhibit J; and
WHEREAS, the Lessee represents that Lessee has completed the Initial Improvements required under
Section 16.2 of the lease in the manner described in Exhibit K, and Lessee shall document to City’s reasonable
satisfaction the costs Lessee has incurred in completing the Initial Improvements, and shall be entitled to
reimbursement from the Trust Fund as required by Exhibit K for Initial Improvements the City confirms have
been completed,; and
WHEREAS, as part of the City’s forthcoming capital improvements to the adjacent Petaluma Community
Sports Fields Baseball Diamond project, wetlands must be created as a mitigation measure in accordance with
the requirements of a Water Quality and Certification Order of the San Francisco Bay Regional Water Quality
Control Board, and the City intends to permanently designate portions of the Rooster Run Golf Course for this
purpose, with lease language currently under review by the City Attorney to formalize this designation; and
WHEREAS, the proposed lease amendments collectively support responsible environmental stewardship,
capital reinvestment, and long-term land use planning, and are consistent with the public interest and intent of the
original lease framework; and
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Petaluma hereby:
1.Declares that the above recitals are true and correct are incorporated herein as findings of City Council.
2.Finds that compliance with the California Environmental Quality Act (CEQA) was required for approval
of the original Lease and the statute of limitations for CEQA challenges has lapsed. Regardless, an
amendment to an amended and restated lease with Rooster Run Golf Club, LLC for the operation of an
already existing golf course is not a “project” under the California Environmental Quality Act (CEQA)
pursuant to CEQA Guidelines Section 15378 as this action is an organizational and administrative activity
Docusign Envelope ID: 5D9C8E5D-ABDB-45FF-8D97-44587DEE3CF2
Resolution No. 2025-069 N.C.S. 2
and the terms of the proposed Lease, attached hereto as Exhibit A, will not result in direct or indirect
physical changes in the environment. As regards the wetlands creation to be performed on the Rooster
Run leased property pursuant to the Water Quality and Certification Order, on October 20, 2010, the City,
as lead agency, adopted a Mitigated Negative Declaration (State Clearinghouse No. 2008122112) for the Petaluma
Community Sports Fields Baseball Diamond project and filed a Notice of Determination on October 21, 2010.
The San Francisco Bay Regional Water Quality Control Board, as a Responsible Agency under CEQA, has
reviewed the project CEQA documents and found that the project’s significant environmental effects that are within
the Water Board’s purview and jurisdiction have been identified and will be mitigated to less-than-significant levels.
Specifically, significant impacts pertaining to wetland and aquatic habitat and water quality will be mitigated to
less-than-significant levels..
3. Approval of Lease Amendment. In accordance with Section 46 of Article VII of the Petaluma City Charter
and other applicable law, and Ordinance No. 2810 N.C.S., and the authority granted to the City Manager
pursuant to that ordinance, the First Amendment to the Amended and Restated Lease between the City of
Petaluma and Rooster Run Golf Club, LLC that is attached to and made a part of this resolution as Exhibit
A is hereby approved, and the City Manager is hereby authorized to execute on behalf of the City a lease
amendment with Rooster Run Golf Club, LLC that is substantially in accordance with Exhibit A and that
includes any amendments deemed necessary and appropriate by the City Manager and that are approved
as such by the City Attorney.
Under the power and authority conferred upon this Council by the Charter of said City.
REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the
Council of the City of Petaluma at a Regular meeting on the 2nd day of Jume 2025,
by the following vote:
Approved as to
form:
__________________________
City Attorney
AYES: McDonnell, Barnacle, Cader Thompson, DeCarli, Nau, Quint, Shribbs
NOES: None
ABSENT: None
ABSTAIN: None
ATTEST: ______________________________________________
Deputy City Clerk
______________________________________________
Mayor
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RRGC-58000\2916601.3
FIRST AMENDMENT TO AMENDED
AND RESTATED LEASE AGREEMENT
This First Amendment to Amended and Restated Lease Agreement (the “First
Amendment”) is entered into as of ______________, 2024 (the “Date of Execution”), by and
between CITY OF PETALUMA, a California municipal corporation and charter city (“CITY”), and
ROOSTER RUN GOLF CLUB, LLC, a California limited liability company number
199811710118 (“Lessee”).
RECITALS:
This First Amendment is made with reference to the following facts:
A.The City and Lessee are party to that certain Amended and Restated Lease
Agreement dated as of July 1, 2022 (the “Restated Lease”) pursuant to which the City has
leased approximately 126 acres located at 2301 E Washington Street, Petaluma, California
94954, Assessor’s Parcel Number 136070029, which parcel of real property is located near the
Petaluma Municipal Airport property in Sonoma County, California, as more particularly
described in Exhibit A, Exhibit B and Exhibit C, attached to the Restated Lease, and is subject
to the easement in favor of City described in the Restated Lease and in Exhibit D attached to
the Restated Lease, along with all easements, covenants, and other appurtenant rights
expressly granted concerning such real property (collectively, the “Leased Premises”) in
accordance with the terms of the Restated Lease.
B.The City and Lessee wish to amend the Restated Lease to provide for: (i)
mutually-agreeable, alternative compliance with the City’s Integrated Pest Management
Program (IPMP) for the Leased Premises; (ii) wetlands mitigation work to be undertaken by the
City on certain portions of the Leased Premises and (iii) confirmation of amount paid by and
payable to Lessee from the Trust Fund established pursuant to Article 16 of the Restated Lease
in the manner described in this First Amendment.
ACCORDINGLY, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the City and Lessee hereby agree to amend the Restated Lease
by and in accordance with the terms of this First Amendment, as follows:
1.Pest Management. The City and Lessee agree that the IPMP, as adopted by the
City, causes Lessee significant hardship and, in accordance with Section 13.9 of the Restated
Lease, Lessee shall instead be required to comply with that certain Rooster Run Integrated Pest
Management Plan (Plan) attached hereto as Exhibit J as alternative, City-approved compliance
with the IPMP. So long as the Lessee complies with the Plan, Lesse will be deemed in
compliance with the IPMP.
2.Renovation and Modernization Improvements/Trust Fund. The Lessee
represents that the Initial Improvements required under Section 16.2 of the Lease have been
completed in the manner described in Exhibit K. Lessee shall document to City’s reasonable
satisfaction the costs Lessee has incurred in completing the Initial Improvements, and shall be
entitled to reimbursement from the Trust Fund as required by Exhibit K for Initial Improvements
the City confirms have been completed.
Exhibit ADocusign Envelope ID: 5D9C8E5D-ABDB-45FF-8D97-44587DEE3CF2
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3.City Wetlands Mitigation. The City and Lessee acknowledge that the City is
obligated to locate permanently a series of wetlands (Wetlands Improvements) on specific
portions of the Leased Premises to create seasonal wetlands along the southern boundary of
the City’s Community Sports Fields property where jurisdictional features were impacted by the
Petaluma Community Sports Fields Baseball Diamond Project, in accordance with a Water
Quality Certification and Order of the San Francisco Bay Regional Water Quality Control Board.
Lessee hereby grants to the City a limited right to enter onto the Leased Premises at the areas
specifically shown on Exhibit L attached hereto and incorporated herein, to construct and
maintain the Wetlands Improvements (Wetlands Construction and Maintenance) provided that:
(i) the City provides Lessee with a written schedule of the Wetlands Construction and
Maintenance the City plans on the Leased Premises; and (ii) the City shall protect, indemnify, ,
defend and hold the Leased Premises, Lessee, Exchange Bank and each of their managers,
members, employees, and agents free and harmless from all claims, actions, suits, damages,
losses, costs, expenses or other liability resulting from or related to the Wetlands Construction
and Maintenance; (iii) the City obtains or causes its contractor or contractors to obtain a policy
of commercial general liability insurance form a responsible insurance carrier, with a single limit
coverage of no less than One Million Dollars ($1,000,000) per occurrence naming Lessee and
Exchange Bank as additional insureds concerning liability resulting from the Wetlands
Construction and Maintenance; and (iv) the City makes all efforts to limit the impact of its entry
and the wetlands improvements on uninterrupted golf course operations. The City’s obligations
regarding the Wetlands Construction and Maintenance include, without limitation, repairing any
damage to the Leased Premises resulting from the Wetlands Construction and Maintenance.
Lessee agrees to not modify or construct any improvements in those areas shown on Exhibit L
devoted to wetlands use. All ongoing maintenance and monitoring costs for the Wetlands
Improvements shall be undertaken and paid for by the City.
4.Incorporation of Recitals and Exhibits. The Recitals of this First Amendment, the
Exhibits attached hereto, and the Restated Lease are incorporated herein by this reference as if
set forth in full and constitute a material part hereof.
5.Capitalized Terms. Capitalized terms used in this First Amendment shall
possess the same meaning as is described to such terms in the Restated Lease except as may
be expressly provided to the contrary in this First Amendment or the exhibits hereto.
6.Conflicts. In the event of any conflict between the terms of the Restated Lease
and this First Amendment, the terms of this First Amendment shall govern and prevail.
EXECUTED in multiple original counterparts, which constitute the same single First
Amendment instrument, on the date stated above.
Execution signatures on the following page.
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IN WITNESS WHEREOF, the parties hereto have set their hand to this First
Amendment, effective as of the Effective Date.
CITY: CITY OF PETALUMA,
a California municipal corporation and charter
city
By:
City Manager
ATTEST:
City Clerk
City Attorney
Finance Director
Risk Manager
LESSEE: ROOSTER RUN GOLF CLUB, LLC,
a California limited liability company
By: ROOSTER RUN GENERAL
PARTNERS,
a California general partnership,
Manager,
By:
RICHARD A. COOMBS,
General Partner
The undersigned hereby accepts and approves the terms of this Amended Lease.
EXCHANGE BANK
By:
Name:
Its:
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EXHIBITS TO FIRST AMENDMENT
EXHIBIT J: ROOSTER RUN INTEGRATED PEST MANAGEMENT PLAN
EXHIBIT K: RENOVATION AND MANAGEMENT TRUST FUND
EXHIBIT L: LOCATION OF WETLANDS IMPROVEMENTS
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RRGC-58000\2916601.3
EXHIBIT “J”
ROOSTER RUN INTEGRATED PEST MANAGEMENT PLAN
The operation of a golf course in its pest management procedures is different than all other sites
due to the conditions that must be maintained to have a well-run, functional facility. Golf courses
in general, and green surfaces in particular, must be maintained in a manner which is far more
precise than most other sites. In the event of a pest infestation, predator intrusion or fungus
outbreak, the golf course staff must respond immediately (hours) or risk portions of the golf
course dying.
Golf course staff that make all pesticide applications are trained and/or have applicators
licenses (QAL). They follow strict protocols for the routine and non-routine application of
pesticides and fertilizers. Their goal is to utilize preventative measures to limit the need for
curative measures where and when appropriate. They maintain records in accordance with
California Department of Pesticide Regulation (DPR) and County Ag Commissioner
requirements. The priority is to utilize organic pesticides first, if economically feasible, and then
move to Reduced Risk (RR) pesticides. They rely heavily on regular consultation from a DPR-
licensed Pest Control Advisor (PCA). Conventional pesticides will only be used, if deemed
necessary, to protect public health or economic loss, as determined by licensed (QAL) golf
course management and as advised by the licensed PCA.
Applications of fungicides, insecticides, algaecides and herbicides shall be limited to the
following list, which was derived from a list in the City of Petaluma adopted IPMP.
NAME CLASS NAME CLASS NAME CLASS NAME CLAS
S
Azoxystrobi
n
Fungicid
e
Pyraclastro
bin
Fungicid
e
Quintozene Fungicid
e
Glufosinate
-
Ammonium
Herbici
de
Copper
Sulfate
Algaecid
e
Tebuconaz
ole
Fungicid
e
Polyoxin-D Fungicid
e
Aminopyrali
d
Herbici
de
Fluazinam Fungicid
e
Mefenoxam Fungicid
e
Chlorantranilipr
ole
Insectici
de
Topramezo
ne
Herbici
de
Isoparaffini
c Oil
Fungicid
e/
Insectici
de
Chlorothalo
nil
Fungicid
e
Carfentrazone-
ethyl
Herbicid
e
Mancozeb Fungici
de
Ethephon Growth
Regulat
or
Indoxacarb Insectici
de
Triclopyr Herbicid
e
Picoxystrob
in
Fungici
de
Trifloxystro
bin
Fungicid
e
Pendimeth
alin
Herbicid
e
2,4-D
(dimethylamine
salt)
Herbicid
e
Propiconaz
ole
Fungici
de
Iprodione Fungicid
e
Dithiopyr Herbicid
e
Penoxulam Herbicid
e
Maneb Fungici
de
Clopyralid Herbicid
e
Dicamba Herbicid
e
The only exceptions to the above list are shown below with their circumstance for use.
NAME CLASS NOTE NAME CLASS NOTE
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Trinexapac-
ethyl
Growth
Regulator
Flumioxazin Herbicide
(Aquatic)
Category IV
Thiophanate-
Methyl
Fungicide Hydrogen
Dioxide
Fungicide OMRI
Penthiopyrad Fungicide Reduced Risk Fludioxonil Fungicide Reduced Risk
Imazamox Herbicide
(Aquatic)
Hydrogen
Dioxide
Algaecide
(Aquatic)
OMRI
Cyazofamid Fungicide
The turf industry is constantly seeking to create new effective pesticides that are less toxic to
non-target plants and organisms. Their chemistry is designed to break down rapidly after its
control of target pests. These pesticides are designed to resist runoff from the application site
and resist leaching beyond the thatch and rootzone of the turf. The above is a present list of
pesticides we may need from time to time when the pest impacts reach a level that jeopardizes
the turf health, density and usefulness for golf. As more effective and more environmentally
safe products become available it is our intent to replace some of the ones listed above with the
newest, most environmentally safe products available to the extent economically equivalent and
feasible.
Docusign Envelope ID: 5D9C8E5D-ABDB-45FF-8D97-44587DEE3CF2
RRGC-58000\2916601.3
EXHIBIT “K”
RENOVATION AND MANAGEMENT TRUST FUND
Under 16.2 of the Restated Lease, initial payments Lessee agreed to complete certain
improvements prior to July 1, 2023. The City agreed that these costs would be reimbursed from
the Trust Fund. The City and Lessee acknowledge and agree that all work was completed and
both parties acknowledge and agree upon the following costs for the “Initial Improvements”
(herein so called):
16.2(a) Roof. A new roof was replaced, including the attached awnings at a total cost of
$139,438.00.
16.2(b) Solar. A complete solar panel system, approved by the City, was installed at the
total cost of $396,410.00.
16.2(c) Painting. The Event Center Pro Shop and Cart Barn were repainted, and all dry
rot removed, at a total const of $66,249.00.
16.2(d) Parking Lot. The entire parking lot was resurfaced and restriped at a total cost of
$92,131.00.
The sum total of the Initial Improvements total $694,228. In accordance with the Restated
Lease, these monies shall be reimbursed from the Trust Fund. Given the Trust Fund will not be
created until July 1, 2028, the parties agree that said Initial Improvements shall constitute a
credit against Trust Fund payments due and, given they are prepaid, said amount shall be
adjusted to reflect the time value of money by the Consumer Price Index, San Francisco Area
(“CPI”) annually beginning July 1, 2024. Beginning July 1, 2029, Lessee shall submit a
statement showing the CPI adjustment and the deduction from the amount to reflect the 3%
annual payment due. As an example, if the annual CPI was 3% from July 1, 2024 to July 1,
2029 and the Gross Revenues from July 1, 2028 to July 1, 2029 were $3 million, the Trust Fund
balance would appear as follows:
Initial Improvements. $804,812 ($694,228 times 3% CPI increases for 5 years
compounded).
Annual Regular Contribution. $90,000 ($3 million in Gross Revenues times 3% annual
contribution).
Final Trust Fund Balance. Total of $714,812, as of July 1, 2029.
This methodology would then be utilized annually until the Trust Fund is exhausted, at which
time Lessee shall be required to make the annual capital contribution, as outlined in Article 16 of
the Restated Lease.
Docusign Envelope ID: 5D9C8E5D-ABDB-45FF-8D97-44587DEE3CF2
CONFORMWETLANDSMITIGATION GRADESTO EXISTINGDRAINAGE SWALEEXISTING
DRAINAGE SWALE,
PROTECT
IN PLACE MITIGATION WETLANDAREA 1 (15,500 SF)NEW DI, RIM 96
.25+97.75
IRRIGATION LINE, PROTECT IN PLACEAIRPORT ZONEAIRPORT ZONEPROPERTYBOUNDARY MITIGATION WETLANDAREA 2 (4,000 SF)STABILIZED EARTHEN WEIR TO ALLOWFOR OVERFLOWADDITIONAL MITIGATIONWETLAND AREA 3 (7,100 SF)
+87
.5SPORTS FIELDSSTAGING AREA AND SPOILSPLACEMENT FOR AREA 3CONSTRUCTION ACCESSFOR AREA 3STABILIZED ENTRANCEEXCLUSIONARY FENCE EXCLUSIONARY FENCEEXCLUSIONARY FENCESTAGING AREA AND SPOILSPLACEMENT FOR AREA 1 & 2LEGENDSYMBOLDESCRIPTIONEXISTING WETLAND OR DRAINAGESWALEPROPOSED MITIGATION WETLANDAREA (26,600 SF)ORIGINAL DRAWING SIZE: 11 x 17
PETALUMA COMMUNITY SPORTS FIELDS
WETLAND MITIGATION PLANS
2430 E WASHINGTON ST. PETALUMA, CALIFORNIA 94954Sheet March 31, 2025
JUN. 2024NOT FOR CONSTRUCTIONCITY OF PETALUMA
PUBLIC WORKS AND UTILITIES
202 N. MCDOWELL BLVD.
PETALUMA, CALIFORNIA 94954
PH. 707-778-4546 FAX 707-778-4508
CONCEPT WETLAND GRADING6/20/2024MITIGATIONPLANM-1SCALE: 1 " = 60
'060N·Target mitigation area is 26,600 SF. Proposed Areas: Area 1 - 15,500 SFArea 2 - 4,000 SFArea 3 - 7100 SF TOTAL = 26,600 SF·Existing irrigation water line is avoided·Preserves all trees·Watershed to wetland ratio is 10:1 for additional proposed WetlandArea 3MITIGATION WETLAND CONCEPTEXHIBIT LLOCATION OF WETLANDS IMPROVEMENTSBioretention FacilityBioretention Facility Overflow PipeBioretention Facility Overflow PipeBioretention FacilityIrrigation MainProperty BoundaryDocusign Envelope ID: 5D9C8E5D-ABDB-45FF-8D97-44587DEE3CF2