Amendment and Renewal AGC Management Services 2024

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AMENDMENT NO. 1 AND (1) ONE 5-YEAR RENEWAL TO MANAGEMENT AGREEMENT BETWEEN THE CITY OF SAN LEANDRO AND AMERICAN GOLF CORPORATION FOR THE MANAGEMENT OF MONARCH BAY GOLF CLUB DATED JUNE 1, 2020 This Amendment No.1 (“Amendment”) and 5-year renewal is made by and between the City of San Leandro (“Owner”) and American Golf Corporation (“Manager”) (together sometimes referred to as the “Parties”) as of November 15, 2024, and amends that certain Management Services Agreement (“Agreement”) dated June 1, 2020, between the Parties. WHEREAS, Owner and Manager have executed the Agreement, pursuant to which Manager has provided certain management services to Owner with regard to Management Services; and WHEREAS, the Parties desire to amend the Agreement to extend the Agreement to November 15, 2029; and WHEREAS, the Agreement was approved by the City Council on June 1, 2020, per City Council Resolution Number 2020-175. NOW THEREFORE, for good and valuable consideration, the suƯiciency of which is hereby acknowledged, the Parties hereby agree to amend the Agreement as follows: 1. Section 2.1 of the Agreement entitled “Term” is hereby amended to extend the Initial Term from November 15, 2024, to November 15, 2029; and 2. Section 7.1(c) is added to the Agreement entitled “Termination by Owner” is to state Owner shall have the right to terminate this Agreement upon the occurrence that the Owner has issued a Request for Proposals (“RFP”) for a Lease Agreement for the operation of Monarch Bay Golf Course (“Lease Agreement”) and Owner has entered into a Lease Agreement and provides the Manager with ninety (90) days advance written notice of said Termination. Notwithstanding the foregoing, nothing in this provision prohibits or precludes Manager from participating in and otherwise submitting a proposal in response to the RFP. 3. Section11.2 (a) is added to the Agreement entitled “Disposition of Assets upon Termination” is hereby amended to state that Owner and Manager acknowledge that Manager will be contributing to Owner, at no cost, subject to the exclusions outlined in Section 6.9, all non-leased Maintenance equipment, Food & Beverage equipment, Driving Range equipment, and all other Furniture, Fixture and Equipment (FF&E) utilized in the operation and connection with the Agreement. Notwithstanding the foregoing, Owner acknowledges that there is equipment utilized in the operation of the Agreement that is leased from a third-party, either in Manager’s name or Owner’s name, and in the event of a Termination of this Agreement for any reason, Owner or Owner’s designee shall assume any such lease contracts which are then in effect and unexpired at the time of such termination and indemnify and hold harmless Manager from and against any additional obligations thereunder. 4. Section 3.6 of the Agreement entitled “Personnel is hereby amended to state: Docusign Envelope ID: 679E3499-ABDD-446A-8FFA-773C6D35FC2C