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18-0116_BLENHEIM FACILITY MANAGEMENT_Agenda Report_F1a
1/16/2018 City of San Juan Capistrano Agenda Report TO: Honorable Mayor and Members of the City Council FROM: enjamin Siegel, City Manager SUBMITTED BY: Charlie View, Project Manager Ken AI -Imam, Chief Financial Officer,//W DATE: January 16, 2018 SUBJECT: Consideration of an Interim Management Agreement with Blenheim Facility Management, LLC, for Management of Operations at the Rancho Mission Viejo Riding Park at San Juan Capistrano and Appropriation Adjustment RECOMMENDATION: Approve and authorize the City Manager to execute an Interim Management Agreement with Blenheim Facility Management, LLC, substantially in the form attached, to manage day-to-day operations at the Rancho Mission Viejo Riding Park at San Juan Capistrano for the period from January 1, 2018, through August 1, 2019; and, 2. Appropriate $750,000 from the Eastern Open Space Fund for management fee installment payments due to Blenheim Facilities Management, LLC, for the period from January 1, 2018, through June 30, 2018. EXECUTIVE SUMMARY: Fla The Rancho Mission Viejo Riding Park at San Juan Capistrano (Riding Park) is located in the area known as the Eastern Open Space, at the southwest corner of Ortega Highway and Avenida La Pata (Attachment 1). The Riding Park hosts world-renowned equestrian events, soccer tournaments, and other sporting and community events. Blenheim Facility Management, LLC (BFM) has operated the facility for the City since the original purchase of the land from the Rancho Mission Viejo Company in 2010. As a result of recent changes in Internal Revenue Service (IRS) regulations and guidelines, there is a need to restructure the City's management agreement with BFM to modify the scope of operational and financial responsibility assigned to each party to the agreement. City Council Agenda Report January 16, 2018 Paae 2 of 4 DISCUSSION/ANALYST The Eastern Open Space, including the Riding Park, was purchased from the Rancho Mission Viejo Company using proceeds from the 2010 Measure Y Open Space Bonds. The Measure Y Open Space Bonds were issued under IRS tax-exempt bond regulations. On December 6, 2016, the City Council approved the First Amendment to the City's agreement with BFM. The First Amendment extended, on a month-to-month basis, the terms and conditions of the management agreement that was due to expire on December 31, 2016. In consultation with bond counsel, the month-to-month term was determined to be the preferred alternative to comply with recent IRS. regulations and guidelines regarding private use operations on public land purchased with tax- exempt bonds, while the City negotiated a longer-term agreement with BFM. In conjunction with the First Amendment, the City Council appropriated $40,000 from the Eastern Open Space Fund for consultant and legal costs necessary to negotiate a long-term management agreement. Kosmont Companies, a real estate consulting firm, and bond counsel from the City Attorney's Office have been working closely with staff to identify options for an agreement that would ensure ongoing compliance with applicable IRS regulations and guidelines. On February 7, 2017, the City Council took the first step in addressing options for a long-term management agreement by authorizing the issuance of taxable bonds to pay off the tax-exempt bonds on the first date such payment is allowed — August 1, 2019. Given the favorable interest rate climate, the reissuance provided both long-term flexibility for the management agreement as well as savings for the property owners being assessed for the bond payments. However, because the tax-exempt bonds cannot be paid off until August 1, 2019, bond counsel has recommended that the City and BFM enter into an Interim Management Agreement (IMA) for the period of January 1, 2018, through August 1, 2019, that is compliant with the most recent IRS regulations and guidelines regarding private use operations on public land purchased with tax- exempt bonds. The IMA (Attachment 2) ensures tax compliance by clarifying the role of BFM as the management company overseeing day-to-day operations and use of the Riding Park under the control and direction of the City. Consistent with the roles of the City and BFM as set forth in the IMA, the City has been directly involved in the preparation, distribution, and completion of the initial 2018-19 Riding Park schedule, has been actively working with BFM to develop plans for compliance with applicable water quality regulations, and has coordinated with the County of Orange on the Avenida La Pata improvement project. The IMA provides that the City pay a base management fee of $750,000 per calendar year to BFM for management of the Riding Park under the direction and control of the City. In addition, consistent with the requirement for the City to have direct financial City Council Agenda Report January 16, 2018 Page 3 of 4 responsibility for operations, the City will also pay for certain event expenses and operating costs including monthly utility costs. These are estimated to be approximately $260,000 per calendar year. The City also pays an event management fee based on the events that take place at the Riding Park. Based on the initial schedule of events, the event management fee is expected to be approximately $235,000 per calendar year. Consequently, the total amount paid by the City for the operation of the Riding Park would be approximately $1,245,000 on a calendar year basis, based upon the initial schedule of events. However, unlike the current management agreement, under the terms of the IMA, the City will receive all revenues produced by Riding Park events. Based on the initial schedule of events, revenues are projected to be $1.5 million per calendar year, yielding a net operating profit to be retained by the City of approximately $255,000 per calendar year. BFM has indicated that it can continue to operate the facility under the proposed terms of the IMA, and the 2018-19 Riding Park event schedule would not change substantively. After August 1, 2019, the operation of the Riding Park will no longer be constrained by the IRS regulations and guidelines that are applicable to tax-exempt bonds. Consistent with past agreements, the IMA does establish that BFM will coordinate with the City to host a minimum of six community events such as movie nights, a pumpkin patch, winter wonderland, concerts in the park, etc. FISCAL IMPACT: As required by the IRS, the City does bear some risk if the costs of managing the Riding Park exceed the revenues to be received during the term of the IMA. However, based on the revenue that has been estimated for the events expected to occur during the term of the IMA, it is anticipated that Riding Park revenues will exceed the costs to operate the Park by approximately $255,000 for the 2018 calendar year, and approximately $150,000 for the period of January through July 2019, consistent with the residual cash flow that has been distributed to the City in the past. This amount of revenue is expected to be appropriated to pay for the maintenance and operating expenditures of the entire Eastern Open Space area, consistent with past practice. Since equestrian season start-up costs are incurred before the receipt of substantial revenue from equestrian events, the IMA calls for the City to pay for such costs prior to the receipt of event revenues. This may result in a temporary deficit of up to $300,000 in the Eastern Open Space Fund during the fiscal year. This temporary deficit is expected to be eliminated by the collection of revenues associated with the Spring - Summer schedule of events, so that the Eastern Open Space Fund is made whole by the end of the fiscal year or shortly thereafter. City Council Agenda Report January 16, 2018 Paae 4 of 4 ENVIRONMENTAL REVIEW: In accordance with the California Environmental Quality Act (CEQA), the recommended action is exempt from CEQA per Section 15061(b)(3), the general rule that the CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. Approval of the Interim Management Agreement would not be an activity with potential to cause a significant effect on the environment and therefore is exempt from CEQA. PRIOR CITY COUNCIL REVIEW: • On November 18, 2014, the City Council approved the current Management Agreement (Attachment 4). • On March 1, 2016, the City Council gave direction to staff to initiate negotiations with Blenheim (including the general terms of such negotiations); and to refer the recreational elements of the Riding Park to the Parks, Recreation, Senior & Youth Services Commission. • On October 18, 2016, the City Council continued consideration of a one-year extension of the Riding Park Management Agreement. • On December 6, 2016, the City Council approved the First Amendment to the Riding Park Management Agreement. • On February 7, 2017, the City Council approved issuance of the 2017 Taxable Refunding Open Space Bonds. COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS: Not Applicable. NOTIFICATION: Parks, Recreation, Senior and Youth Services, Trails and Equestrian Commission Blenheim Facility Management, LLC ATTACHMENT Attachment 1 —Aerial Photo Interim Attachment 2 — Proposed Interim Management Agreement Attachment 3 — First Amendment to Riding Park Management Agreement Attachment 4 — Existing Management Agreement 0 u 91 je ET ATTACHMENT 1 RIDING PARK MANAGEMENT AGREEMENT BY AND BETWEEN CITY OF SAN JUAN CAPISTRANO AND BLENHEIM FACILITY MANAGEMENT, LLC 394/028428-0019 6143924.9 a01/11/18 ATTACHMENT 2 RIDING PARK MANAGEMENT AGREEMENT THIS RIDING PARK MANAGEMENT AGREEMENT ("Agreement") is made and entered into this 1st day of January, 2018 ("Effective Date") by and between the CITY OF SAN JUAN CAPISTRANO, a municipal corporation ("City"), and BLENHEIM FACILITY MANAGEMENT, LLC, a Delaware limited liability company ("Company"). RECITALS. A. City is the owner of that certain real property located in the City commonly known as "Rancho Mission Viejo Riding Park at San Juan Capistrano" depicted in the attached EXHIBIT A (the "Property"). A portion of the Property within the bounds of the solid black line shown on EXHIBIT A consists of approximately seventy (70) acres (the "Riding Park Parcel"). City desires to utilize the services of Company to manage and maintain the Riding Park Parcel in accordance with the terms and conditions set forth in this Agreement. AGREEMENT. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, City and Company hereby agree as follows: 1.0 TERM OF AGREEMENT 1.1 Effective Date; Term. City is contracting with Company, pursuant to this Agreement, for provision by Company of Riding Park Parcel management services, as set forth in this Agreement, commencing on a date subsequent to the Effective Date. In recognition of the foregoing, this Agreement shall be effective on the Effective Date set forth in the preamble, but the term of Company's management of the Riding Park Parcel pursuant to this Agreement shall be the "Management Term" set forth in Section 1.2. This Agreement shall terminate and be of no further force or effect as of 11:59 p.m. on August 1, 2019, unless sooner terminated pursuant to the terms of this Agreement ("Termination Date"). 1.2 Management Term. The Management Term shall commence on Januar 1 2018 ("Management Term Commencement Date") and shall end on the Termination Date. 2.0 MANAGEMENT AND OPERATIONS 2.1 Ridin _ Park Parcel Manaitement by Company. City hereby contracts with Company, during the Management Term, to manage and operate the Riding Park Parcel in accordance with the terms and provisions of this Agreement ("Riding Park Parcel Management Services"). 2.1.1 Acceptance of Riding Park Parcel. Company accepts the Riding Park Parcel in its current "AS -IS" "WHERE IS" "WITH ALL FAULTS" condition as of the Effective Date and that, except as otherwise provided in this Agreement, City shall have no obligation whatsoever to provide or pay for any alterations, improvements, or work therein. -1- 2.1.2 Access to Riding Park Parcel. City hereby grants to Company a non-exclusive revocable license, subject to and in accordance with the terms of this Agreement, to enter upon and use the roads and other rights of way across the Property as designated by City on EXHIBITA to access the Riding Park Parcel, or alternative roads, other rights of way, and portion of the Property as City may reasonably require Company to use to access the Riding Park Property from time to time ("Access Roads"). Other than the Access Roads, Company shall not enter upon or use any other portions of the Property for any purpose without the express written consent of City. 2.1.3 Management of Riding Park Parcel in Accordance with Permitted Uses. The Riding Park Parcel shall be used solely for the purpose of hosting sporting and equestrian events and community recreational and sports -related activities, and ancillary activities appropriate to particular events including, but not limited to, parking of recreational vehicles ("RVs"), food and beverage service (including serving of alcoholic beverages in compliance with applicable permit and regulatory requirements of the State of California Department of Alcoholic Beverage Control) and use of amplified sound equipment (provided the same does not exceed the City's noise ordinance), so long as such uses, individually and/or cumulatively, do not increase traffic beyond existing levels and such uses comply with the Use Restrictions attached as Exhibits C and D of the Grant Deed transferring ownership of the Property to City, a copy of which Exhibits C and D are attached hereto as EXHIBIT B (collectively, the "Permitted Use"), and for no other purpose. Recreational Vehicle's (RV) shall not be permitted to park on the Property overnight unless such parking is associated with one or more horse(s) boarding on the Property, in which case such RV parking shall not exceed 45 consecutive days. All other uses of the Riding Park Parcel that Company may propose shall be subject to the prior review and written consent of the City Manager, which consent may be given or withheld in the City Manager's sole and absolute discretion. Company shall request such permission from the City Manager, in writing, not less than thirty (3 0) days prior to the proposed commencement of any such event or use. Company shall use its commercially reasonable efforts to schedule, promote, and use the Riding Park Parcel with Permitted Uses so as to maximize use of the Riding Park Parcel but within the mandated traffic levels and consistent with proper management and maintenance of the Riding Park Parcel for equestrian and sports -related uses. 2.1.3.1 Parking on Riding Park Parcel. Company and the users of the Riding Park Parcel, may park vehicles, including horse trailers and RVs, on the Riding Park Parcel in conjunction with the Permitted Use; provided, however, that no persons using the Riding Park Parcel shall be permitted to park, and Company shall prohibit all persons using the Riding Park Parcel from parking, on any other portion of the Property. 2.1.3.2 Sierra Soil. City and Company acknowledge that prior to the Effective Date of this Agreement, certain work was performed by Sierra Soil Products, Inc. on a portion of the Riding Park Parcel. Company shall be responsible and liable for any damage, cleanup, or liability arising from or attributable to such work. 2.1.4 Identification of Riding Park Parcel. Company shall identify and advertise the Riding Park Parcel exclusively as the "Rancho Mission Viejo Riding Park at San Juan Capistrano" at all times when performing or otherwise conducting a Permitted Use upon the Riding Park Parcel. Company shall adhere to the City's approved sign program for the Riding Park Parcel. 394/028428-0019 6143924.9 a01/11/18 -2- 2.1.5 Riding, Park Parcel Events. Company shall submit to City Manager, not less frequently than once per quarter, covering the four quarters of the Management Term, by the dates set forth below, a written request for the City Manager's approval of the specific proposed events and uses for each calendar quarter during the Management Term of this Agreement. City Manager's consent shall be at its sole and absolute discretion and City Manager or authorized designee shall respond in writing to the request within fifteen (15) calendar days of receipt of Company's request. Company shall submit such written requests in accordance with the following schedule: For 1St Calendar Quarter (January 1 through March 31): Not later than December 15 annually For 2nd Calendar Quarter (April 1 through June 30): Not later than March 1 annually For 3`d Calendar Quarter (July 1 through September 30): Not later than June 1 annually For 4th Calendar Quarter (October 1 through December 31): Not later than September 1 annually Company shall continue to provide public use dates and shall develop a calendar to include during the Management Term: (A) additional sports events, including tournaments, with priority for San Juan Capistrano -based teams, and (B) community events that shall include a minimum of six (6) days of community events such as movie nights, a pumpkin patch, winter wonderland, and concerts in the park [the minimum of six (6) days of community events shall not include the additional sports events, including tournaments, with priority for San Juan Capistrano -based teams described in clause (A)]. Notwithstanding the foregoing, Company acknowledges that City has the right to reserve and use the Riding Park Parcel for the uses specified in Sections 2.1.5.1 and 2.1.5.2 and Company shall coordinate with City with respect to same. 2.1.5.1 Rancho Mission Viejo Rodeo. Notwithstanding anything in this Agreement to the contrary, City retains the right to allow use of the Riding Park Parcel for the final two (2) weeks of August for the purpose of allowing Rancho Mission Viejo, LLC to host the Rancho Mission Viejo Rodeo or similar event, together with any and all related events and functions associated therewith as determined by City in its sole and absolute discretion. 2.1.5.2 City Use of Riding Park Parcel for Capital Improvement Installation. City shall have the right to and it shall not be a breach of this Agreement for City to, at City's sole discretion and at any time during the Management Term to: (a) install on portions of the Riding Park Parcel utilities, storm drain facilities, public restrooms, water, sewer, and other infrastructure; (b) grant easements for the improvement of Ortega Highway and La Pata Road, which improvements may require use and/or encroachment onto portions of the Riding Park Parcel; (c) construct on portions of the Riding Park Parcel the Regional Riding and Hiking Trails as shown on the County of Orange approved Master Plan of Regional Riding and Hiking Trails or other public trails pursuant to City's plan and specifications, and (d) allow the Reserve at Rancho Mission Viejo, a California non-profit public benefit corporation, to enter onto the Riding Park Parcel and perform any activities thereon that may be required by (or are consistent with) the terms and provisions of the Southern Habitat Conservation plan approved by the U.S. Fish and Wildlife Service on January 10, 2007 (the "SSHCP"). No adjustment in Company's compensation hereunder shall be made due to any losses, increased expenses, or impacts to Company resulting from or arising from the exercise of any of the activities set forth in this Section 2.1.5.2. 394/028428-0019 6143924.9 AI/11/18 -3- 2.1.5.3 Public Access to Riding Parr Parcel. A proposed "Public Use Implementation Plan" for the Riding Park has been prepared setting forth the proposed times and areas of public use and access and such other rules or regulations that are deemed appropriate, and such Implementation Plan has been approved by City Council. The Public Use Implementation Plan may be amended by mutual agreement of the City and Blenheim Facility Management. 2.1.6 Impact of County La Pata Project. City and Company acknowledge that the County of Orange has undertaken expansion of La Pata Avenue adjacent to the Riding Park Parcel. The extent of the impact and its effect on the ability of Company to effect use of the Riding Park Parcel for the Permitted Use is not known. Notwithstanding, no adjustment in Company's compensation hereunder shall be made due to any losses, increased expenses, or impacts to Company resulting from County's work. 2.1.7 Riparian Resources Areas. 2.1.7.1 Identification of Riparian Resource Areas. Portions of the Riding Park Parcel contain riparian resources that are subject to the provisions of the SSHCP and its Implementation Agreement. These resources areas ("Riparian Resources Areas") are specifically identified and depicted in EXHIBIT A attached hereto as "Do Not Disturb Areas." 2.1.7.2 Prohibitions and Obligations. Company shall not (and shall not authorize, allow, or permit others to) enter onto, improve, or otherwise use the Riparian Resources Areas or any portion thereof for the Permitted Use or any other activity. Moreover, Company, at its sole cost and expense, shall undertake, perform, and complete all actions necessary to restrict and prevent any person, domestic animal, vehicle, equipment, or other apparatus from entering onto the Riparian Resource Areas (which actions may include, but are not limited to, the construction and maintenance of fences or other barriers and placement of signage outside of the perimeter of the Riparian Resource Areas). The Arizona Crossing between the Property and Reata Park Parcel may be utilized when a Fish and Game Code §1602 Agreement has been entered into allowing such use. Company shall abide by all terms and conditions of such 1602 Agreement. 2.1.7.3 llama a to Riparian Resource Areas. In the instance that the Riparian Resource Areas sustain any damage during the Management Term, Company shall immediately notify City concerning the damage. Within five (5) days following Company's delivery of said notice of damage to City, Company and City shall meet and confer for purposes of discussing the damage and addressing restoration of the damages areas. If the damage is caused by, or otherwise the result of, the actions—whether of commission or omission—of Company or any other person entering onto the Riding Park Parcel pursuant to, or under color of, this Agreement, Company, at its sole cost and expense, shall be responsible for (i) preparing a restoration plan that addresses and provides for timely and complete remediation of the damage, (ii) submitting the restoration plan to City for review and approval, (iii) modifying the restoration plan in accordance with any comments or directions received from City, and (iv) performing all restoration work in accordance with the restoration plan approved by City. All restoration work shall be subject to oversight by City and shall be performed in accordance with time frames and methods approved by City. 394/028428-0019 6143924.9 a01/11/18 -4- 2.1.7.4 Material Breach. In addition to any other rights of City to terminate this Agreement, any failure of Company to strictly adhere to the obligations set forth in this Section 2.1.7 shall be deemed a material breach of this Agreement and City may, in its sole and absolute discretion, immediately terminate this Agreement upon delivery of notice to Company. Notwithstanding any such termination of this Agreement, Company shall remain obligated (i) for all costs and expenses associated with remediating any damage to the Riparian Resource Areas caused by Company (or any other person entering onto the Riding Park Parcel pursuant to, or under color, of this Agreement), and (ii) for satisfying all other obligations of Company that survive termination of this Agreement. 2.1.8 A rovals• Compliance. Company, in performing the Riding Park Management Services, shall be required to, at its sole cost and expense, do the following: (a) Maintain all necessary licenses and/or permits from all appropriate public or governmental agencies with jurisdiction and provide copies of same to City upon any request therefor; (b) Comply with each and every federal, state, or local law (including the City's Municipal Code), regulation, standard, decision of court, ordinance, rule, code, order, decree, directive, guidelines, permit or permit condition, together any declaration of covenants, conditions, and restrictions that have been recorded in any official or public records with respect to the Riding Park Parcel or any portion thereof, each as currently existing and as amended, enacted, issued, or adopted in the future which are become applicable to the Riding Park Parcel; (c) Not materially interfere with the use and enjoyment of the Riding Park Parcel by City or any person claiming through or under City, except as may be mandated by this Agreement; (d) Not permit any other person or party to enter upon the Property or Riding Park Parcel under the authority of this Agreement other than as guests or invitees, and Company shall not authorize any person or entity to operate any commercial use and shall not grant any sub -agreement, license, or other form of agreement relating to the Property without the prior, express written consent of the City Manager which consent may be given or withheld in the City Manager's sole and absolute discretion; provided, however, that notwithstanding the foregoing, Company's vendors, concessionaires, and similar commercial uses shall be permitted on the Riding Park Parcel in conjunction with the Permitted Uses. (e) Cooperate with and provide City staff with information and recommendations related to where and what types of infrastructure improvements could be implemented to maximize the use of the Riding Park Parcel, including future restroom facilities, water access points, irrigation system enhancements, parking strategies, and where to best site any covered areas; and (f) If requested by City, assist City staff to best facilitate the development and installation of City's lemon grove parcel (manpower). 2.1.9 Signage. Company shall have the right to install signage upon the Riding Park Parcel identifying the location of the facility and the activities/events conducted by Company 394/028428-0019 6143924.9 a01/11/18 -5- thereon as Permitted Uses; provided that (i) Company shall provide to City a written description and/or depiction of the intended signage prior to installation, (ii) all signage shall identify the Riding Park Parcel as the "Rancho Mission Viejo Riding Park at San Juan Capistrano," (iii) City shall be the right to approve/disapprove any signage proposed by Company, (iv) all costs and expenses associated with designing, permitting, constructing, installing, and maintaining the signage shall be borne exclusively by Company, (v) Company shall maintain all approved signage in good condition and repair, (vi) at the conclusion of the Management Term, Company, unless otherwise directed by City, shall remove the signage from the Riding Park Parcel, and (vii) Company shall submit sign plans including site plan location and elevations for City's review and approval of any amendment to the sign program for the Riding Park Parcel as exists on the Effective Date of this Agreement. 2.1.10 Rules and Regulations. Company shall comply with City's rules and regulations for the Property ("Rules and Regulations"), a copy of the current edition of which is attached hereto as EXHIBIT D; provided, City shall have the right to revise and modify the Rules and Regulations from time to time in City's sole and absolute discretion and Company shall comply therewith upon receipt of a copy thereof. 2.1.11 Company Responsible for Riding Park Parcel Operating Expenses. Company shall be responsible for payment of all costs and expenses of whatever type or nature, incurred with respect to or otherwise arising from Company's performance of the Riding Park Parcel Management Services as follows: (i) (i) all costs associated with preparing the Riding Park Parcel for the activities/events thereon that are Permitted Uses including, but not limited to, all licenses and permits; (ii) all taxes, fees, assessments, levies, fines, judgments, claims, charges, costs of defense of lawsuits, attorney fees, and expert witness fees; (iii) all employee, personnel, and labor costs including all salaries, wages, benefits, pension contributions, health care costs, and all other such costs; (iv) costs of maintaining the Riding Park Parcel in a manner, and at a level, necessary to insure the ongoing use of the Riding Park Parcel during and after the Management Term for the Permitted Uses; (v) all marketing, advertising, publicity, and related costs to promote the activities and events that are Permitted Uses on the Riding Park Parcel; (vi) all office management costs to operate the Riding Park Parcel including but not limited to computers, telephone, software, and accounting and payroll programs, (vii) the cost to repair improvements on the Riding Park Parcel; (viii) insurance premiums; (ix) contracts necessary to operate and maintain the Riding Park Parcel, (x) the cost of permanent and temporary stalls, and (xi) all other costs to operate and maintain the Riding Park Parcel not explicitly identified as City Riding Park Expenses as hereinafter defined, (collectively, the "Riding Park Parcel Operating Expenses"). If City should (but is under no obligation to) pay for any of the Riding Park Parcel Operating Expenses due to Company's failure to make time payments thereof, Company shall reimburse City within thirty (30) days of receipt of the invoice for any such payments made by City on behalf of Company. If such payment is not received within such thirty (3 0) day period, interest shall accrue on the outstanding balance due at the maximum legal rate then in effect. 2.1.12 City Responsible for Certain Riding Park Parcel Expenses. City shall be responsible for the payment of the following Riding Park Parcel expenses: (i) all charges for heat, water, gas, electricity, trash removal, and waste disposal, (ii) all costs directly associated with holding the activities/events on the Riding Park Parcel incurred for the benefit of third -parry users thereof ("Event Related Expenses" and collectively, the "City Riding Park Expenses"). Event Related Expenses are limited to: (i) expenses for necessary third party event and equipment rentals including 394/028428-0019 6143924.9 a01/11/18 -6- but not limited to water coolers, portable toilets, light towers, golf carts, temporary power boxes/cords, generators, (ii) uniforms, (iii) signs, (iv) permits, (v) labor, (vi) waste disposal including but not limited to portable toilet servicing, trash removal, RV pumping, medical waste, and manure, and (vii) shavings and feed, so long as such services, equipment and supplies in (i) through (vii) are directly associated with the holding of events for third -party users of the Riding Park Parcel, and the third -party is charged for the use of the same. City Riding Park Expenses expressly exclude the rental of temporary horse boarding stalls. 2.1.13 Riding Park Parcel Management Fee. During the Management Term of this Agreement, City shall pay Company a base management fee "Base Management Fee")of $750,000 for the period commencing on January 1, 2018 and ending on December 31, 2018, and $425,000 for the period commencing on January 1, 2019 and ending on August 1, 2019. In addition to the Base Management Fee the City shall pay the company: (i) $2,500 for each Event Day as hereinafter defined of a Large Horse Show as hereinafter defined, plus (ii) $1,500 for each Event Day of a Small Horse Show as hereinafter defined, plus (iii) $1,000 for each Non -Horse Show Event Day of use of the Riding Park Parcel as hereinafter defined (each an "Event Management Fee"). The Base Management Fee and The Event Management Fee are collectively the "Riding Park Parcel Management Fee". City Manager or its designee and the Company may mutually agree to a modification of the Event Management Fee for specific events so long as such agreement is in advance of the Event Day in question and in writing. As additional considerations for its services, in addition to the Base Management Fee and Event Management Fee, the Company shall be entitled to the use of up to 50 horse stalls on the Riding Park Parcel without charge so long as such use does not interfere with the ability to board horses and the City's ability charge third -parties for boarding horses during and/or associated with a Large Horse Show or Small Horse Show. A Large Horse Show is defined as a horse show for five or more consecutive days in duration and utilizing 400 or more horse stalls. A Small Horse Show is a horse show fewer than five consecutive days in duration and/or utilizing fewer than 400 horse stalls. A Non -Horse Show Event Day is any day of use (or portion thereof) of the Riding Park Facilities for which a third -party is paying to use the Riding Park Facilities as hereinafter defined, or a portion thereof. 2.1.13.1 Event clays. Each day of use of the Riding Park Parcel by a third -party for which that third -party has paid to use the Riding Park Parcel shall be considered an Event Day. An Event Day expressly includes any day a third -party is paying to use one or more grass fields, the picnic area, the main parking lot, one or more rings, and/or one or more arenas (collectively, the "Riding Park Facilities"). The rental of a horse stall alone by a third -party shall not be considered an Event Day. Move -in and move -out days shall not be considered an Event Day. Use of the Riding Park Parcel associated with the Rancho Mission Viejo Rodeo shall not be considered an Event Day. To the extent that two separate third -parties pay to use the Riding Park Facilities on the same calendar day, then the Company may receive an Event Management fee for each such use. As an example, if there is one third -party user holding a Small Horse Show in one or more rings and/or one or more arenas, and a different third -party user holding soccer games on the grass fields 394/028428-0019 6143924.9 a01/11/18 -7- for soccer, the Company shall be entitled to an Event Management Fee for one Small Horse Show Event Day, and one Non -Horse Show Event Day. 2.1.13.2 Payment of Base Management Fee. The City shall pay the Base Management Fee to the Company based on the following schedule: January 1, 2018: $100,000 January 1, 2019: $100,000 February 1, 2018: $100,000 February 1, 2019: $100,000 March 1, 2018: $75,000 March 1, 2019: $75,000 April 1, 2018: $50,000 April 1, 2019: $50,000 May 1, 2018: $50,000 May 1, 2019: $50,000 June 1, 2018: $0 June 1, 2019: $0 July 1, 2018: $50,000 July 1, 2019: $50,000 August 1, 2018: $50,000 September 1, 2018: $50,000 October 1, 2018: $75,000 November 1, 2018: $75,000 December 1, 2018: $75,000 2.1.13.3 Payment of Event_ Management Fee. The Company shall deduct the Event Management Fee from Gross Revenues payable to the City as further described in Section 2.1.13.5 below. 2.1.13.4 Gross Revenues Accrue to Citv. Gross Revenues shall be collected by the Company and paid to the City and include all facility rentals, other rental income, event related fees, reimbursement for event labor, shavings sales, feed sales, waste disposal fees, vendor fees, stall rentals, RV fees, parking fees, food and beverage concessions, horse and equestrian shows, horse events, tournaments, special events, group events, sports events including but not limited to soccer and lacrosse, taxable sales, nontaxable sales, proceeds of insurance covering loss of gross revenues including but not limited to business interruption insurance or similar types of insurance, and any amount received by Company in connection with any claim, demand, or lawsuit to replace or augment Gross Revenues, with all gross revenues identified and recorded in accordance with generally accepted accounting principles ("Gross Revenues"). Gross Revenues shall not include sales taxes, excise taxes, gross receipts taxes, and other similar taxes imposed upon the sale of food, beverages, merchandise, or services and paid to the appropriate taxing authority, whether added to or included in the selling price. Company shall be responsible for collecting and remitting all such taxes to the appropriate taxing authority. 2.1.13.5 Method of Pa trent of Revenues Payable to City. In lieu of Company transferring all Gross Revenues to the City and then receiving the City Riding Park Expenses and Event Management Fee payments, City shall effect payment of the City Riding Park Expenses and Event Management Fee amount by an offset against the Gross Revenues and Company shall pay City the remainder by check in good and immediate funds no later than seven (7) days after receipt of notification from the City Manager or City's Chief Financial Officer or authorized designee that the report of Gross Revenues, City Riding Park Expenses and Event Management Fee for the applicable calendar month has been accepted. Company shall provide the report of Gross Revenues, 394/028428-0019 6143924.9 AM 1/18 -�- City Riding Park Expenses and Event Management Fee for each calendar month to the City Manager or City's Chief Financial Officer or authorized designee no later than 30 calendar days after the calendar month being reported. To the extent that Gross Revenues for a given calendar month are less than the sum of the Event Management Fee and the City Riding Park Expenses, the City shall pay the Company the amount by which the sum of the Event Management Fee and the City Riding Park Expenses exceed Gross Revenues by check in good and immediate funds no later than seven (7) days after receipt of notification from the City Manager or City's Chief Financial Officer or authorized designee that the report of Gross Revenues, City Riding Park Expenses and Event Management for the applicable calendar month has been accepted. 2.1.14 Schedule of Fees. The Company shall charge users of the Property in accordance with the fee schedule as set forth in the attached EXHIBIT C ("Riding Park Fee Schedule'q. The City Manager or its designee may modify the fee schedule at its discretion so long as such modification is provided in writing to the Company. 2.1.15 Ownership of improvements and Personal Proper . All non -permanent structures and improvements on the Riding Park Parcel installed by Company during the term of this Agreement and all fixtures, furnishings, and equipment and operating inventory purchased by Company during the term of this Agreement shall be considered property owned by Company and shall be removed by Company at the Termination Date unless other arrangements are made with City. 3.0 TERMINATION 3.1 Company's Right to 'Terminate Agreement. In addition to any other rights of termination afforded to Company in this Agreement, Company shall have the right to terminate this Agreement prior to the end of the Management Term upon any of the following events: (a) A material breach by City and only upon not less than thirty (3 0) days' prior written notice to the City which notice shall specify the material default. Upon receipt of such notice, City may, but shall not be obligated to, effect to remedy of such default within such thirty (3 0) day period; provided, however, that such cure period shall be extended for such material defaults that cannot reasonably be cured within such thirty (30) day period provided City has commenced such cure within the thirty (30) day period and diligently prosecutes such cure to completion. (b) Loss of currently available water supply to the Riding Park Parcel from adjoining Blenheim Farms which water supply is not readily available replaceable at comparable cost, and only upon not less than thirty (30) days' prior written notice to the City. Upon receipt of such notice, City may, but shall not be obligated to, remedy the loss of water supply within such thirty (3 0) day period, which may include providing water to the Riding Park Parcel from another source, in which case the Parties agree to meet and confer in good faith to adjust the Riding Park Parcel Management Fee to address any increased costs associated with an alternative water supply. (c) Loss of Company facilities located on the Riding Park Parcel due to environmental or other property constraints including but not limited to natural disasters, and only upon not less than thirty (30) days' prior written notice to the City of Company decision to terminate 394/028428-0019 6143924 9 a01/11/18 -9- specifying the environmental or other property constraint. Upon receipt of such notice, City may, but shall not be obligated to, effect to remedy of the environmental or other property constraint within such thirty (30) day period, in which case the Parties agree to meet and confer in good faith to adjust the Riding Park Parcel Management Fee to address any increased costs associated with City's remedy. 3.2 City's Right to Terminate A reement. In addition to any other rights of termination afforded to City in this Agreement, City shall have the right to terminate this Agreement prior to the end of the Management Term upon any of the following events: (a) A material breach by Company and only upon not less than thirty (30) days' prior written notice to the Company which notice shall specify the material default. Upon receipt of such notice, Company may, but shall not be obligated to, effect to remedy of such default within such thirty (30) day period; provided, however, that such cure period shall be extended for such material defaults that cannot reasonably be cured within such thirty (30) day period provided City has commenced such cure within the thirty (30) day period and diligently prosecutes such cure to completion. Failure to timely take corrective action as provided in Section 6.1 shall constitute a material breach. (b) The insolvency of Company or if Company is adjudicated a bankrupt or Company institutes any proceedings under any law relating to bankruptcy wherein Company seeks to be adjudicated a bankrupt or to be discharged of its debts or to effect a plan of reorganization, or the filing of an involuntary petition by any of Company's creditors seeking the rehabilitation, liquidation, or reorganization of Company under any law related to bankruptcy, insolvency, or other relief of debtors, and, in the case of involuntary actions, the failure to remove or discharge the same within sixty (60) days of such filing. (c) City and Company acknowledge and agree that the Property was acquired with the proceeds of tax-exempt bonds and this Agreement is required to be compliant with applicable provision of the Internal Revenue Code and implementation IRS Regulations, including but not limited to Revenue Procedure 97-13. If, and upon, City's receipt of a determination from a qualified bond counsel, the Trustee for such bonds, the Internal Revenue Service, or other qualified person or entity, that this Agreement is not a compliant management agreement, City shall have the unqualified and unilateral right to terminate this Agreement prior to the end of the Management Term upon thirty (30) days prior written notice to Company. City shall incur no liability due to such termination except that upon such termination, City shall be obligated to pay Company the Riding Park Parcel Management Fee, computed as provided in this Agreement, earned by Company through the date Company ceases performance under this Agreement pursuant to such notice of termination. City and Company agree to meet and confer in good faith to determine such final payment amounts. (d) City sells or transfers the Riding Park Parcel and a condition of such sale or transfer is the termination of this Agreement with respect to the applicable parcel prior to the end of the Management Term; provided that City provides Company at least ninety (90) days prior written notice of the termination of this Agreement (or portion thereof affecting the applicable parcel) due to the sale or transfer, and upon such termination City shall pay Company the pro -rata amount of Riding Park Parcel Management Fee earned by Company to the date of termination. 394/028428-0019 6143924.9 a01/11/18 -10- (e) If all of the Riding Park Parcel (or a sufficient portion thereof so as to make infeasible, in the City's reasonable judgment, the continued operation of the Riding Park Parcel for the purposes for which Company is performing the Riding Park Parcel Management Services shall be taken through the exercise (or by agreement in lieu of the exercise) of the power of eminent domain, then upon the earlier of (i) the date that City shall be required to surrender possession of the Riding Park Parcel or of that substantial portion of the Riding Park Parcel or (ii) the date when the Riding Park Parcel as applicable, is no longer open and available for operations, this Agreement with respect to the Riding Park Parcel shall terminate and neither Party shall have any further obligation to the other Party with respect to the applicable parcel, except with respect to liabilities accruing, or based upon events occurring, prior to the effective date of such termination, including but not limited to payment of the Riding Park Parcel Management Fee earned by Company to the date of such termination. (f) If the Riding Park Parcel should be destroyed or substantially damaged by fire, flood, acts, or God, or other casualty, City, by written notice to Company within sixty (60) days following the occurrence of such event, shall have the right to terminate this Agreement with respect to the Riding Park Parcel on the basis that City does not choose to rebuilt or restore the applicable parcel, and in such event neither Party shall have any further obligation to the other Party under this Agreement with respect to the applicable Parcel, except with respect to liabilities accruing, or based upon events occurring, prior to the effective date of such termination, including but not limited to payment of the Riding Park Parcel Management Fee earned by Company to the date of such termination. (g) If there is a disruption in Company's operation of the Riding Park Parcel, due to war, sabotage, riot or acts of civil disobedience, acts or omissions of governmental agencies (except acts of governmental agencies including, but not limited to, the City taken in accordance with this Agreement), accidents, fires, explosions, floods, earthquakes, other acts of God, strikes, labor disputes, shortages of materials, or any other event not within the control of Company, City, by written notice to Company within thirty (30) days following the occurrence of such event, shall have the right to terminate this Agreement and in such event neither Party shall have any further obligation to the other Party under this Agreement with respect to the applicable Parcel, except with respect to liabilities accruing, or based upon events occurring, prior to the effective date of such termination, including but not limited to payment of the Riding Park Parcel Management Fee earned by Company to the date of such termination. 4.0 DAMAGE; LIENS 4.1 Company to Re air Propet t . Company shall repair and restore any damage, destructions, or casualty to any structures, improvements, fixtures and/or installations, soil, plants, crops, fences, timber, habitat, livestock and/or any other natural resources on or about the Property arising from Company's performance of the Riding Park Parcel Management Services including by any other user of the Riding Park Parcel with Company's consent. All repair and restoration work shall be subject to (i) the preparation by Company, and approval by City, or a restoration plan for the Riding Park Parceland (ii) oversight by City of any restoration work completed on the Riding Park Parcel The obligations of this Section shall survive termination of this Agreement. 394/028428-0019 6143924.9 a01/11/18 -11- 4.2 No Liens. Company shall not permit to exist or otherwise to be enforced against the Riding Park Parcelor any portion thereof, any mechanics', materialmen's, contractors', or other liens ("Liens") arising out of the acts or omissions of Company hereunder. Company hereby indemnifies and agrees to City and any affected portion of the Riding Park Parcel free and harmless from all liability for any and all such Liens, together with all costs and expenses, including, but not limited to, attorneys' fees, expert witness fees, and court costs reasonably incurred by City in connection therewith. If any such Lien shall at any time be recorded against the Riding Park Parcel (or any other portion of the Property) as a result of the foregoing, and Company shall fail, within twenty (20) days after such recording, to either (i) pay and discharge the underlying claim and cause a lien release to be recorded, or (ii) furnish to City a surety bond or other security reasonably satisfactory to City protecting City against liability for such Lien and holding the affected property free from the effect of such Lien, the City may, but not be obligated to, take such action or pay such amounts as may be necessary to remove such Lien, and Licensee shall immediately pay City the amount so expended by City, together with interest thereon at the rate of ten percent (10%) per annum accruing from the date of such payment by City until paid in full by Company, or in the alternative City may offset the amount due from one or more Riding Park Parcel Management Fee payments. The obligations of this Section shall survive termination of this Agreement. 4.3 Company Responsible for Acts of Em lovees, A ents and Invitees. Company shall be responsible for and liable for all acts and omissions of all of Company's agents, employees, representatives, and any other person or party entering on the Property under the authority or color of this Agreement. In addition to any of indemnification by Company in favor of City in this Agreement, Company shall indemnify, defend, and hold harmless City and all of its elected and appointed officials, officers, directors, agents, representatives, managers, and employees from and against all claims arising out of or related to the foregoing described acts and omissions for which Company is responsible and liable, and including any costs and expenses, including, but not limited to, attorneys' fees, expert witness fees, and court costs reasonably incurred by City in connection therewith. The obligations of this Section shall survive termination of this Agreement. 4.4 Conipany Responsible for Hazardous Substances and Remediation. Company shall not use, store, or transport any hazardous substances on or onto the Property. Company shall repair, remediate and/or restore any condition attributable to or arising from same. All such work shall be performed in accordance with permits obtained from applicable governmental agencies. Upon the expiration of the Management Term or earlier termination of this Agreement, Company shall direct, and pay for, the preparation of a Phase I environmental assessment report for the Property, and for a Phase 11 environmental assessment if such be required. Company shall be responsible for all cleanup and remediation work which work shall be subject to the review and verification of City's environmental consulting firm. The obligations of this Section shall survive termination of this Agreement. 5.0 INDEMNIFICATION; INSURANCE; CLAIMS 5.1 Indemnification. Company shall indemnify, defend, and hold harmless City and all of its elected and appointed officials, officers, directors, agents, representatives, managers, and employees, from and against all liabilities, claims, damages, losses, and expenses of any nature whatsoever (including, but not limited to any costs or expenses for attorneys' fees, expert witness fees, court costs, and all incidental, consequential, economic, or punitive damages) arising out of 394/028428-0019 6143924.9 a01/11/18 -12- Company's use of the Property or otherwise arising out of the acts or omissions of Company hereunder. As a material part of the consideration for this Agreement, Company waives any and all claims and demands against Company for any and all such injury or damages and all other claims of any nature whatsoever. The obligations of this section shall survive termination of this Agreement. 5.2 Nst:ragee. Company shall maintain from and after the Effective Date and through the Termination Date comprehensive general commercial liability insurance including automobile coverage and blanket contractual liability coverage, with respect to the Property and ingress to and egress from the Riding Park Parcel, the performance of the Riding Park Parcel Management Services, including personal injury and property damages for not less than Two Million Dollars ($2,000,000) combined single limit bodily injury, death, and property liability per occurrence, or the current limit of liability carried, which is greater, and worker's compensation insurance to protect Company and City from any claim made or action brought by any person or entity arising out of or related to Company's use of the Property or arising out of or connected in any way with the acts of Company undertaken pursuant to this Agreement. Company shall provide that the policy or policies or insurance shall be primary and shall name City as an additional insured, with the provision that any other insurance carried by City shall be noncontributing, and shall waive all rights of subrogation. Company shall furnish City with a Certificate of Insurance and Additional Insured Endorsement as evidence of such policy or policies. Both the Certificate of Insurance and Additional Insured Endorsement shall name City as additional insured and contain language that specifically states that each policy or policies of Comprehensive or General Commercial Liability Insurance shall be primary and noncontributing with any insurance carried by City. All certificates of insurance and endorsements shall be signed by a person authorized by the insurance company to bind coverage on its behalf. The insurance companies providing the policies shall be qualified to do business and in good standing in California. Neither the procuring of insurance by Company pursuant to this Section, nor the delivery by Company to City of certificates of insurance and endorsements evidencing such insurance coverages, shall be construed as a limitation of Company's indemnity obligations as set forth in this Agreement. Company shall insure that all contractors and/or subcontractors performing any work on the Property shall comply with the above -referenced insurance requirements prior to entry or work upon the Riding Park Parcel. 5.3 Claims. Company shall notify City of any claims or lawsuits relating to the Riding Park Parcel within three (3) days after Company receives notice of such claims or lawsuits. Any legal fees paid by Company and charged as a Riding Park Parcel Operating Expense shall be for legal services directly related to the Riding Park Parcel, as applicable, and shall not include any Company corporate overhead or administrative fee or charge. The City Manager shall have the right to pre -approve any legal counsel retained by Company to defend the City, and to approve all legal bills incurred in such defense. 6.0 CITY REVIEW AND EVALUATION 6.1 Riding Park Parcel Operations and Maintenance Evaluation. City shall be permitted to periodically, in its sole discretion, to evaluate Company's performance of the Riding Park Parcel Management Services to determine conformance to the requirements of this Agreement. In the event of any deficiency in Company's performance, City shall provide Company with a written notice of deficiency identifying the deficient items or issues. Upon receipt, Company shall promptly, but in no event more than five (5) days, notify City in writing of the corrective actions to be 394/028428-0019 6143924.9 a01/11/18 -13- taken and shall correct such deficiency within fifteen (15) days thereafter, or for such deficiencies which are not reasonably capable of being corrected within such fifteen (15) day period (which shall not include delay merely due to an unwillingness to expend money), Company shall commence the correction within such fifteen (15) day period and shall diligently prosecute the correction to completion. The cost of all corrective actions shall be a Riding Park Parcel Operating Expense. 6.2 City Access to Riding Park Parcel. City shall have the right enter upon the Riding Park Parcel at any time to inspect the premises and conduct the review and evaluation described in Section 6.1; provided, however, that City shall not (except for any public safety or health emergencies) shall not disrupt Company's operations or any events or activities occurring at that time on the Riding Park Parcel. 7.0 NOTICES Any notices which either Party may desire to give or may be required to give to the other Party under this Agreement must be in writing and may be given either by (a) personal service, or (b) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (c) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by notice: If to Company (if by mail): If to Company (if by personal delivery or document delivery service): If to City: 8.0 BOOKS AND RECORDS; INSPECTION Mr. Robert Ridland P. O. Box 609 San Juan Capistrano, CA 92693 Mr. Robert Ridland Blenheim Facility Management, LLC 30753 Avenida La Pata San Juan Capistrano, CA 92675 City Manager City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 8.1 Books and Records. Company shall keep full and accurate books of account and such other records as are necessary to reflect the results of the Riding Park Parcel Management Services. All books and records of Company for the Riding Park Parcel shall be located either at Company's offices on the Riding Park Parcel or at another location in the City disclosed in writing to the City Manager. All accounting records shall be maintained in accordance with generally accepted accounting principles. All such books, records, and reports shall be maintained separately from other facilities operated by Company. Company agrees to maintain reasonable and necessary accounting, operating, and administrative controls relating to the financial aspects of the Riding Park Parcel and such controls shall provide checks and balances designed to protect the Riding Park Parcel, Company, and City. Company shall maintain all financial and accounting 394/028428-0019 6143924.9 a01/11/18 -14- books and records for a period of at least four (4) years after the Termination Date of this Agreement, and City shall have the right to inspect and audit such books and records during such period as provided in Section 8.2 below. 8.2 Inspection. Upon seven (7) days prior written notice to Company, which notice shall set forth the date and time that City desires to inspect Company's books and records as pertains to this Agreement, City or its authorized agents, auditors, or representatives shall have the right during normal business hours to review, inspect, audit, and copy the books, records, invoices, deposit receipts, canceled checks, and other accounting and financial information maintained by Company in connection with the Riding Park Parcel Management Services. All such books and records shall be made available to City at the Riding Park Parcel unless City and Company agree upon another location. City, at its own expense, shall have the right to retain an independent accounting firm to audit the books and records of the Company as it pertains to this Agreement on an annual basis. 8.3 Disclosure. City agrees to treat all books, records, financial reports, and, financial documents, including the Gross Revenues reports provided to the City's Chief Financial Officer pursuant to Section 2.1.12.1, as proprietary corporate financial records not subject to disclosure under the California Public Records Act pursuant to Government Code Section 6254.15, except as may be required to be disclosed by court order. Company and City agree that, notwithstanding the foregoing, this Agreement and all books, records, reports, and documents provided by Company to City under this Agreement are not subject to that certain Confidentiality Agreement between Company and City dated November 2, 2011. City shall notify Company within three (3) business days of notice to City that a third party has threatened to seek or is seeking a court order to compel disclosure of such corporate financial records and Company shall have the right, at its cost, to seek a court order barring such disclosure. Company shall indemnify, defend, and hold City harmless from any claim, action, demand, or judgment, including but not limited to City's actual attorney fees, arising out of or related to the refusal by the City to disclose to a third party a corporate financial record submitted by Company to City. The defense of any action seeking disclosure of Company's corporate financial records shall be at Company's expense and handled, at Company's option, either by legal counsel acceptable to the City Attorney or by the City Attorney's Office at the rate of $375 per hour. 9.0 MISCELLANEOUS 9.1 Contract Administration. City has designated the City Manager as the individual who is responsible for administering this Agreement on behalf of City. The City Manager may designate a member of his or her staff to serve as the City Manager's designee to carry out the City Manager's responsibilities in administering this Agreement. Company has designated Melissa Brandes as the individual who is responsible for administering this Agreement on behalf of Company. Company shall notify the City Manager in writing if another individual has replaced the foregoing designated person as the person responsible for administering this Agreement on behalf of Company. The Parties acknowledge that except as otherwise expressly provided herein (a) the City Manager has the authority to approve or consent to those matters identified in this Agreement as requiring City's approval or consent and to make all other decisions on behalf of City regarding the administration of this Agreement (except where City Council approval is expressly required herein), and (b) Company's foregoing designated person or such 394/028428-0019 6143924.9 a01/11/18 -15- other individual designated by Company in writing to City has the authority to approve or consent to those matters identified in this Agreement as requiring Company's approval or consent and to make all other decisions on behalf of Company regarding the administration of this Agreement. City's management direction to Company shall be given by the City Manager or City Manager's authorized designee. In addition to such other authorizations granted the City Manager in this Agreement to act on behalf of City, the City Manager shall have the authority, in the event of a dispute involving the interpretation of the terms and provisions of this Agreement, to reasonably interpret the terms and provisions of this Agreement on behalf of City. 9.2 Company Is Independent Contractor. Company is and shall at all times remain as to the City a wholly independent contractor. Nothing contained in this Agreement shall be construed to be or create a partnership or joint venture between City and its successors and assigns, on the one part, and Company and its successors and assigns, on the other part. The personnel performing the services under this Agreement on behalf of Company shall at all times be under Company's exclusive direction and control. Neither City nor any of its officers, officials, employees, or agents shall have control over the conduct of Company or any of Company's officers, employees, or agents. Company shall not at any time or in any manner represent that it or any of its officers, employees, or agents is in any manner officers, officials, employees, or agents of the City. Company shall not incur or have the power to incur any debt, obligation, or liability whatever against Company, or bind City in any manner. No City employee benefits shall be available to Company in connection with the performance of this Agreement. Except for the Riding Park Parcel Management Fee paid to Company as provided in this Agreement, City shall not pay compensation to Company and shall not be liable for any salaries, wages, or other compensation to Company for performing services hereunder for City. City shall not be liable for compensation or indemnification to Company for injury or sickness arising out of performing services hereunder. 9.3 Contracts and Agreements. Except as provided below, contracts and agreements entered into by Company from and after the Effective Date of this Agreement that in any manner relates to Company's performance of the Riding Park Parcel Management Services (including without limitation professional contracts, contracts for maintenance and repair services, pest control, supplies, and landscaping services, and agreements for tournaments, and group functions), shall not, with respect to the Riding Park Parcel Management Services, extend beyond the Termination Date of this Agreement, be for a term of more than thirty (30) days, or if the date for performance under such contract is, with respect to the Riding Park Parcel Management Services, after the Termination Date of this Agreement, then Company shall obtain the prior written approval of the City Manager for such agreements and City agrees, upon expiration or earlier termination of this Agreement, to assume all such agreements it has so approved. 9.4 City Financing. In the event City desires to obtain bond financing or other financing or to refinance existing bond or other financing ("City Financing") which this Agreement affects, Company agrees to amend this Agreement at any time and from time to time, if, in the opinion of the City's legal counsel, this Agreement must be amended to comply with laws, regulations, rules, or procedures applicable to the City Financing, and any refinancing or refunding thereto, including but not limited to those laws, regulations, rules, and procedures applicable to or promulgated by the Internal Revenue Service. City and Company shall meet and confer in good faith to effect such written amendment to this Agreement as necessary to insure the Agreement is in compliance as required by the preceding sentence, which amendment(s) shall be affixed as an 394/028428-0019 6143924.9 a01/11/18 -16- attachment to this Agreement; provided, however, that in the event City and Company disagree on the nature or scope of the required amendment(s), either party shall have the right to terminate this Agreement upon thirty (3 0) days written notice to the other party and upon such termination neither Company nor City shall have any further rights or obligations hereunder, except with respect to liabilities accruing, or based upon events occurring, prior to the effective date of such termination, including but not limited to payment of the Riding Park Parcel Management Fee earned by Company to the date of such termination. 9.5 No Assignment Without City Consent. Company shall not assign this Agreement without the prior written consent of the City Manager which may be given or withheld in the City Manager's sole and absolute discretion. Any assignment by Company, whether or not requiring the prior consent of City Manager, shall not be effective unless and until Company and such assignee execute an assignment and assumption in a form acceptable to the City Attorney. It is understood and agreed that any consent granted by the City Manager to any such assignment by Company shall not be deemed a waiver of any consent required under this Section as to any future assignment. Any assignment by Company of this Agreement in violation of the provisions of this Agreement shall be null and void and shall result in the termination of this Agreement. In addition to any other remedies available to the parties, the provisions of this Section shall be enforceable by injunctive proceeding or by suit for specific performance. 9.6 Compliance With Law; Licenses and Permits. Company shall comply with all applicable laws of governmental bodies having jurisdiction with respect to the Riding Park Parcel and Company's performance of this Agreement. Company shall, at its expense, procure and maintain all licenses, permits, and approvals required to be obtained by it to perform the work under this Agreement. Company hereby expressly acknowledges and agrees that City has not previously affirmatively represented to Company, in writing or otherwise, in a call for bids or otherwise, that any work covered by this Agreement is not a "public work," as defined in Section 1720 of the Labor Code. Company shall indemnify, protect, defend and hold harmless the City and its elected and appointed officials, officers, employees, agents, and representatives, with counsel reasonably acceptable to City, from and against any and all loss, liability, damage, claim, cost, expense and/or "increased costs" as defined in Labor Code Section 1781, as amended from time to time, including reasonable attorney fees, court and litigation costs, and fees of expert witnesses, which results or arises in any way from (1) the noncompliance by Company of any applicable local, state and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, if applicable, the requirement to pay state prevailing wages and hire apprentices); (2) the implementation of Labor Code Section 1781, as the same may be amended from time to time, or any other similar law; and/or (3) failure by Company to provide any required disclosure or identification as required by Labor Code Section 1781, as may be amended from time to time, or any other similar law. Company shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. "Increased costs," as used in this Section, shall have the meaning ascribed to it in Labor Code Section 1781, as the same may be amended from time to time. The foregoing indemnity shall survive termination of this Agreement. 9.7 No Undue Influence. Company declares, represents, and warrants that no undue influence or pressure was used against or in concert with any officer or employee of the City in 394/028428-0019 6143924.9 a01/11/18 -17- connection with the award, terms, or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the City shall receive compensation, directly or indirectly, from Company, or from any officer, employee, or agent of Company, in connection with the award of this Agreement or any work to be conducted as a result of this' Agreement. 9.8 Covenant A ainst Discrimination. Company covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of this Agreement there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry. 9.9 Nonliabiiity of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of the City shall be personally liable to the Company, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Company or to any successor -in -interest, or for breach of any obligation of the terms of this Agreement. 9.10 Governing Law; Attorney Fees; Litigation Matters. The internal laws of the State of California, without regard to principles of conflicts of laws, shall govern the interpretation of this Agreement. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, Company's monetary damages shall be limited to the Riding Park Parcel Management Fee and in no event shall Company be entitled to economic or consequential damages or to punitive damages. In the event of any litigation arising from or related to this Agreement, the prevailing party shall be entitled to recover all reasonable costs incurred, including court costs, reasonable attorney fees, expert witness fees, and other related expenses. The Superior Court of the County of Orange shall have exclusive jurisdiction over any litigation between the parties hereto concerning this Agreement. Service of process on City shall be made in the manner required by law for service on a public entity. Service of process on Company shall be made in any manner permitted by law and shall be effective whether served inside or outside of California. 9.11 Right and Remedies Cumulative; Waiver. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A Party's consent to or approval of any act by the other Party requiring the Party's consent or approval shall not be deemed to waive or render unnecessary the other Party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 394/028428-0019 6143924.9 a01/11/18 -18- 9.12 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.13 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.14 No Relocation Rights. Company shall have no rights under this Agreement for any relocation assistance or benefits whatsoever upon termination of this Agreement, whether by condemnation or otherwise, and Company expressly waives any right to such relocation benefits or assistance it may have under any applicable laws, including but not limited to California Government Code Section 7260 et seq., the Relocation Assistance and Real Property Acquisition Guidelines set forth at Title 25 California Code of Regulations Section 6000 et seq., the Uniform Relocation Assistance and Real Property Acquisition Act set forth at 41 United States Code Section 4601 et seq. and federal regulations set forth at 49 Code of Federal Regulations Part 24. 9.15 Survival of Covenants. Any covenant, term, or provision of this Agreement which in order to be effective must survive the termination of this Agreement shall survive any such termination. 9.16 Consents. Each party agrees that it will not unreasonably withhold any consent or approval requested by the other party pursuant to the terms of the Agreement, and that any such consent or approval shall not be unreasonably delayed or qualified, except where such consent is expressly stated as within the party's sole and absolute discretion. 9.17 Possessory Interest. Pursuant to California Revenue and Taxation Code Section 107.6, City hereby informs Company that this Agreement may create a possessory interest subject to property taxation, and in such event Company may be subject to the payment of property taxes levied on such interest. Any property taxes so levied shall be solely a liability of Company not a liability of City. 9.18 Representations and Warranties. The persons executing this Agreement on behalf of each of the Parties hereto represent and warrant that (i) such Party is duly organized and existing, (ii) he or she are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said Party is bound. 9.19 Heading. The Article, Section, and Subsection headings contained in this Agreement are for convenience and reference only and are not intended to define, limit or describe the scope or intent of any provision of this Agreement. 394/028428-0019 6143924.9 a01/11/18 -19- 9.20 Entire Agreement; Amendments. This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. This Agreement may be amended only by an instrument in writing approved by each of the Parties hereto. 9.21 No Third Party Beneficiaries. No person or entity that is not a Party hereto shall have no rights in or to this Agreement. This Agreement is strictly for the benefit of the Parties hereto. 9.22 Time of the Essence. Time is of the essence of this Agreement. The parties understand that the time for performance of each obligation has been the subject of negotiation by the parties. 9.23 Exhibits Incorporated. All exhibits and attachments to this Agreement are incorporated herein and made a part hereof. 9.24 !Counterparts. This Agreement may be executed in counterparts which, when all the Parties hereto have signed this Agreement, shall constitute one and same instrument. 9.25 Effective Date. The Effective Date of this Agreement shall be the latest of the dates set next to the signature of the Parties hereto, which date shall be inserted into the preamble of this Agreement. [END—SIGNATURE PAGE FOLLOWS] 394/028428-0019 6143924.9 a01/11/18 -20- IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the day and year first written above. Date ATTEST: Maria Morris, CMC City Clerk APPROVED AS TO FORM: Best Best & Krieger, LLP Jeffrey Ballinger City Attorney "CITY" CITY OF SAN JUAN CAPISTRANO Benjamin Siegel City Manager "COMPANY" BLENHEIM FACILITY MANAGEMENT, LLC By: -- Date Mr. Robert Ridland President [END OF SIGNATURES—EXHIBITS FOLLOW] 394/028428-0019 6143924.9 a01/11/18 -21- EXHIBIT A [SEE FOLLOWING PAGE] 394/028428-0019 6143924.9 AI/1l/18 EXHIBIT A Eliding Park Access and the Lloenoe , Exhibit A EXHIBIT B EXHIBIT "C" AND "D" OF THE GRANT DEED TO THE PROPERTY OUTLINING USE RESTRICTIONS AND PREMITTED USES (See Attached2 ��i f31 llfiEr R$ f �r[v " LLLN (C-1: Exhlbit 4.1-3 cf Ranch Plast EIR C-Z: Seclian 111-H of PC Tot C-3; Surison of-J of FSC Text) [ATTACHEQ] i I (1, AGN ICU L'I'MAL AND armrR rns(I TING AND ON•Lc)IW u;'Gs . The purpose and intent of this Section is to allow for uses compatible with the I..� existing agricultural and low intensity mature of the Rench Flan PC area, anti cansletent with the Al "t3eneitl Agricuftura(" District Ftegulatlons of Zoning Gods Section 7-0-55. These uses Include non-agricultural uses consistent with the open space s)atum of agriculturai uses. It i5 also Intended that these uses (rlgiiaulturaf nncf non-tigrlcultural) rn@y be allowed as Interim uses within Ranch Plan PC Plonoing Areas designated for future development, L, •d 1, Agricultural Ussew The following existing, relocated end future farmIng anti ranching uses shall be allowed within any Planning Area, In addition to uses allowed by the Al "General Agricultural' Olatrlct Regulations per Zoning Coda Section 7-3-55. subject to mltigation rneasures Identlfle(i in the Ranch Ptar4 Fine( Program F_IR 589, par the procedures described in Section IIi.H,3 hereof: l o) Grazing (cattle, horses, sheep, goats, etC.), b) Farming (citrus fanning, dry forming, and -row crops) . ld c) Caretaker housing and related facililies In relation to on-going agricultural and ranching operations, lncluding the "Ranch House" residence loc4ated $,Muhl of l Ortega Highway in Planning Area 10 and the "Horse Ranch" residence at 33101 Ortega Highway in Planning Area 4, a cl) Employee quarters related to agricultural uses. e) Livestock feeding ranches In compliance with applic-obte health and safety regulations. 1J 0 Packing plants for agricultural products. g) Permanent facilities for sale of agricultural products grown within the Ranch Plan PC Area, h) Apiaries (if 150 feet from a street or highway, 40 feet from any property line _...._ mid,more than+ 44 feret'frrtrrrarrttcct IerJ'cfwellirr _ _ Rwich Plein PC Program Texi 03 Approved November H, 2004 by Ordinance No. 04.014 Pop Do I, Wholesale nurseries (including 'free of Life Nursery, Color Spot Nursery, DM Color Express Nurseries, Tru -Green Wholesale Nurseries and O'Connell Landscaping yard), I) Commercial stables (Including Oaks/Blenheim/Rancho Mission Viejo Riding Park, Oaks Corral/J. Irvine Smith, RJO Horse Ranch, St. Auguatlne's Training Center and Stables, )) Research and development testing facilitles and 2ctivitles (including TRVV. - ---� - Northrop-Srumrnari,Spacsr'Pechntalogy-and Prupuision-Testing 91te),- k)" Waste disposal operatlons and related uses (Including Solag Disposal, Tierra Verde Industries and`Le Pato Greenwaste), 1) Storage of recreational vehicles, campers, trailers and boats. rn) Recycling and transfer/materials recovery facilities per zoning Code Section 7-8-146.12 (Including Elwes Materials Aspholt Recyrling). n) Surface mining end quarrying of rack, send, gravel. aggregate earth, cloy arta similar malerlais per zoning Corte section 7-9-104 (includlnq California F im& Min PC Program'Text as Appmed November H, 20174 by Ordiruvica No, 04.014 Page 07 fixlsting Uset` ., The follawing oxisting useS shall be allowed in appropriate locetlon5 throughout the Ilavifh Plan PC Area, per the prvaedures In SK11011 III.H.3 hereof; u) Rancho Mission Viejo headquarters ("Oficlne") at 28811 Ortega Filghway, Inch4rig a' heliport. h) 1-adera construction offices at 26611-A Ortega Highway. c) Rancho Mission Vie,Io maintoUnce yard at 24672 Ortega Highway. d) Ranching fraclllties also used periodically for recreational purposes (including "Cow Camp' at 31471 Ortega Highway, and "Amantes Camp" and bCampa Portola" within Planrting Arra 10), e) Communlcation transmitting, reception or relay facilitles (Including AirTouch/Pac6ell Wireless, Bell South, Saddieback KS8R, FDG&E, and SCE) and RMV Telecom antenna sites. I Public/private ulillty buildings and structures. g) Existing infrastructure 'facilities Including but, not limited to all existing ranch roads, plpelines and utilities. Of psarticulor note, reconstruction of the San Juan Creek crossing of roadways and utllitles connecting Planning Asea 3 to Ortega Highway shall -be allowed in the event of storm damage. I, Wholesale nurseries (including 'free of Life Nursery, Color Spot Nursery, DM Color Express Nurseries, Tru -Green Wholesale Nurseries and O'Connell Landscaping yard), I) Commercial stables (Including Oaks/Blenheim/Rancho Mission Viejo Riding Park, Oaks Corral/J. Irvine Smith, RJO Horse Ranch, St. Auguatlne's Training Center and Stables, )) Research and development testing facilitles and 2ctivitles (including TRVV. - ---� - Northrop-Srumrnari,Spacsr'Pechntalogy-and Prupuision-Testing 91te),- k)" Waste disposal operatlons and related uses (Including Solag Disposal, Tierra Verde Industries and`Le Pato Greenwaste), 1) Storage of recreational vehicles, campers, trailers and boats. rn) Recycling and transfer/materials recovery facilities per zoning Code Section 7-8-146.12 (Including Elwes Materials Aspholt Recyrling). n) Surface mining end quarrying of rack, send, gravel. aggregate earth, cloy arta similar malerlais per zoning Corte section 7-9-104 (includlnq California F im& Min PC Program'Text as Appmed November H, 20174 by Ordiruvica No, 04.014 Page 07 i'ortltuld Oarnentli:atafina Pacific; Concrete South, C;alifornla ';,iliotalO9loby Morton, Transit Mixed C3oocrate Company/City C;onc:tete, 01,9w" Pavil19MO!"e, Inc., and i5ierra Soils). o) Resource nnitlguatton sites for the preservation or repiaciurnent of native, ripariun or other biological habitat, as approved by the appropriate rogulatory agency (e.g., Army Cops of Engineers, U.S. Fish & Wildlife Servlce California Deportment of Fish and Game andlor the County). 3, t'rocodures: a, Continuatlon of Existing Uses 'I) Agricultural and existing uses Listed in Sections 111,1.1,'1 and 111.1-1.2, ixispectively, rinay continue In their present location(s) in perpetuity without naed for subsequent perrnilting or approval. 2) Any buildings. structures or other facilities utilIzed In connection wish an eslablishecdlexlVing use may be repaired. rep(a,cedor modified without obtolning new permits or approvals; provided, however, that any and all construction Activities performed in furtherance of the repair. replacement andlor modification of said buildings. structures and fucllltles shall comply with applicable building and safety codes. l� ,3) In Instances where a use 1€steel in Sections fll.H.1 and Itl.1-f.2 Is allowed per a Use Permit, and that particular Use Permit is subject to a1line limitation, the Use Permit may be renewed a cimInlstratNely par approval of the Director, PDS. h. 1:xpanslon of Exi.9dng Uses 1) Agricultural Uses -- Any ayrlc►i€tural use listed in Section may be e.ipanded without the need to obtain a prior permit or other vpProvdl from the County, Notwithstanding. expDnsloan of an agricultural use may �3 require the Issuance of a pemllt or Cather formal authorizatlon from a federaroT—sfato-agency prtorto cdttim'encement'ar"usca-nf ihef,expanded, facility. Additionally, any construction activities performed in furtherance, of the expanded use shall comply with applicable building and safety codes. 2) Existing Uses - Any existing use identified In Se(Aon 111,f -i,2 may be expanded without the Issuance of now County approvals or pennils, provided that: (a) Any expansion ahall fully comply with all existing development and permitting standards for the particular use; rim, Xdl Flan FC Program TOM us Appruved November 0, 2004 by Ordlnfixe Nv, 04-014 Pnge 88 i (b) Alt uonstn;rtlon octivMes perfonned in furtheronce.of the expanslon are conduclod in accordance with upplicuble building and safoly c;ocltas; I.� and (c) All necessary permits and/or authorizations from applicable federal and state agencies are obtained prior to commencement or use of the expanded facility. Relocntlon of Existing Uses 'i) Agricultural Uses -- Any existing use loort#fied in Section Ili.! 1.1 Inay be rolocited within or throughout the Ranch Plan PC Area without the need ror lssuanm of u new perrnll or other prior epprovrit from (he County, Notwithstanding, relocation of an oxisting agricultural use may require the ISSLIenc® of a permit or other formal 'euthorixdtion from a state or #adoral n oncy prior to the desired relocation. 2) Existing Uses — Any existing use identified In Section IIID -12 may be i relocated within or throughout the Ranch Flan PC Area, provided that: (a) A Site Development Permit shall be required, per Zoning Administrator approval, in accordance with the provisions of Zoning Code Section 7- 9-150.3(d); (b) All necessary parmite andtorauthodzalions from applicable federal and state agencies shall be obtained prior to relocation. d. New Agricultural Uses, Consistent with the provisions of Sectlon 110-1.1, above, new agricultural uses (as well as any authorized uses Iden(lfged within j the Al 'General Agricultural" District} may be conducted within any Planning Area without the Issuance of any County approvals or permits, provided that: i 10 All new fao111tIeS, structures and buildings shall comply with existing development and de9ign standards; 2)' All -t d'Mr0C13M-MtMIt10 'perfbttttFSd ItCCOROOMITI With tile"sstdpllahmenl- j� of the neve use(s) shall comply with applicable building and safety nodes; E7rid ! $) All necessary permits and/or autharizadons from appllcabie rederal tinct state agencies shall be obtained prior to commencement of the new use. I d Ranch Poit I°G Prr4jinrn Text ns Apprvved NomrWr 0, 20N by Ordlnranae No. 04.014 P9yv 09 I I, i (b) Alt uonstn;rtlon octivMes perfonned in furtheronce.of the expanslon are conduclod in accordance with upplicuble building and safoly c;ocltas; I.� and (c) All necessary permits and/or authorizations from applicable federal and state agencies are obtained prior to commencement or use of the expanded facility. Relocntlon of Existing Uses 'i) Agricultural Uses -- Any existing use loort#fied in Section Ili.! 1.1 Inay be rolocited within or throughout the Ranch Plan PC Area without the need ror lssuanm of u new perrnll or other prior epprovrit from (he County, Notwithstanding, relocation of an oxisting agricultural use may require the ISSLIenc® of a permit or other formal 'euthorixdtion from a state or #adoral n oncy prior to the desired relocation. 2) Existing Uses — Any existing use identified In Section IIID -12 may be i relocated within or throughout the Ranch Flan PC Area, provided that: (a) A Site Development Permit shall be required, per Zoning Administrator approval, in accordance with the provisions of Zoning Code Section 7- 9-150.3(d); (b) All necessary parmite andtorauthodzalions from applicable federal and state agencies shall be obtained prior to relocation. d. New Agricultural Uses, Consistent with the provisions of Sectlon 110-1.1, above, new agricultural uses (as well as any authorized uses Iden(lfged within j the Al 'General Agricultural" District} may be conducted within any Planning Area without the Issuance of any County approvals or permits, provided that: i 10 All new fao111tIeS, structures and buildings shall comply with existing development and de9ign standards; 2)' All -t d'Mr0C13M-MtMIt10 'perfbttttFSd ItCCOROOMITI With tile"sstdpllahmenl- j� of the neve use(s) shall comply with applicable building and safety nodes; E7rid ! $) All necessary permits and/or autharizadons from appllcabie rederal tinct state agencies shall be obtained prior to commencement of the new use. I d Ranch Poit I°G Prr4jinrn Text ns Apprvved NomrWr 0, 20N by Ordlnranae No. 04.014 P9yv 09 I F I.'1,1:iVilli NtARY t iS ;t3 t''FRM1 l" t t~l3 Th'0 ps.srpuse al)d intent of this Temporary Uses Pvrrnilt d chapter of the, Ranch Marr PC rt)xt is to list all temporary uses that shall be allowed within all Planning Ari;los anrf uafl a:ritagorios (with fhr;; excepVon of the Open Spsaca (Section 111.1) CAter1ary, unless otltnrv,rlse restrir:ted below. Said temporary uses Include, but are 00t 1lM00 I� tra: •t. Construction activities (Including the installation of construetlon offices And the storage of equipment and materials), 2.. Construollon office. The temporary use of a coostrucalon offi(,o during' the nomatruQfinn of a main building on the same site shall be permitted upon the following Conditions: u, A lamporary construction office shall be removed or shall be converted to a parmltted use prior to the 1831.1enG0 Of s cerilficate of use arrd Occupancy for the mt�irt building or buildings, If 6onstrurtion Is phaaed over a length of tGne, the pennit may provide ihat certlfcaW of use CIOCI OCCLIpancy may be Issued for Orrrpleted buildings, except the last buildings to be s.onipleted, prior to removal or conversion of the temporary use 3. Continued use of an existing building during construction. The use Of ars existing, lawfully established building may continue during constructlon or relocation of onothur buliding on the same building site, in compliance with the following provisions: a. conformity with regulations, Prior to occupancy of a new building, the existing building will be brought Into conformity with any additional regulation rtandered rappligabls3 by the placement of any new building on the site. Conforlmilywill be accomplished by removal, reconslructlon, relocallon, conversion, change of use or Any combination thereof. b. Guarantee of completion. The Director, PDS, shall require the landowner to provide a guarantee, which moy include a bons, to ensure full compliance with applicable regulations uposl ooarrpletlon cif the new building or sooner if, in the opinion of the director, PDS, work pertalning to the cornpleHon of all facilities required by law is not being diligently pursued. 4. Temporary excavailonlextraction of construction aggregate or construction Feletad.roatecieis,.extracI ort shalLbe-al(owecl.tiuring. coristruc:tlran xcjrading.And.on.. _ site earthmoving acOvltisa to promote project constructlon efficiencles and I)mlt long-range transportation of construction aggregate ;slid construction related ,naterial subject to all of the following conditions: a. Such temporary excgvrrtion,fextractlon use would ba inclodect in applicable grariing or Site Devesoprnerst Permits for a developrmestt project ami c:rsnsistent with the Ranch Plon PC ano 1"irral pi-ograrn EIR 513J. b. C-xpurtr:rlion of eny surplus excavatedlextracted ccnnstructlon aggregate or uonstruction-raisle d materials shall be limiters Io private or public construction projects within the boundaries of the Ranch Plan PC Area. c. Exportatlon of any surplus excavated/extracted construction aggregate or constluctlon related merterials within then project 5gta shall be allowed only R1141ch Ptau PC rsr4pram T%4 as Anpraveci Noirrmbar rr, 2004 ry Oro lmmce NO 1)4.9}14 vago 06 when notual construction grading and earthmoving activities have cximme,nced and shall cease when It Is detennl►red tont construction grading and earth moving activitles have terminated, have been Indefinitely suspoded, or bird no Conger being actively purstied for the development projeQt. 5, Commercial coaches, A temporary commercial conch may be permitted subject to epproval of a Site Development Permit In accordance with :section 11.12, "Site L)evPloprnent Perrnits," and subject to the follcwfilc,). a. Time limitation. A Site Development Permit apphi Wion for a temporary commerclat coach may be approved for a maximum of two (2) years from the date of approval, .. b. Crash bond, A cash bond In the arTloUnt of five hundred dollars ($500,00) for each commercial coach unit shall he posted with the Director, POS, to guarantee the removal of each commercial coach unit upon the expirulion of the Site Development hermit. 6. Chri5tmaz3 tree sales facillty. A temporary Christmas tree sales facility shall he permitted subject to the following requirements; a. Date of ripening. A Christmas tree sales facility shell not be open for business j, dUrinrjp any caleridar year lxrlor to the rlqy atter Thanksgiving. Hnwever, ministerial permlte necessary to establish the business may he issuad lay November 15, b. Mvrchendise to be svid. A permitted Chdatmas tree sales facility shall not Engage In the sale of any merchandise not directly associated with Christmas trees and Christmas decorations. c. Electrical permit. The applicant shall secure an eledtrical permit from the Director, PD3 if the facility is to be energized, d. Removal of facility. The ftiiclilty shall be rerngved rand the premises shall be clearecl of all ;iebrls and restored to the condition prior to the establishment of the facility within fourteen (14) days after Christmas. A. Fire preventlon standarda. Each Christmas tree sales facility shall coir ply with fire proventlon standards as approved and enforced by the County Fire Chief. 7, Halloween pumpkin sales facility, A temporary HAlicween pumpkin sales facility shtdl be permitted subject to the following requirements-, a. Datee of opening. A Halloween pumpkin sales facility shall riot be open for t business during any calendar year prior to October 4. U. Merchandise to be sold. A permitted Halloween pumpkin seles facility may riot sell Items not directly aSsochated with purnpkiri5 and Halloween decorations. c. Eloctrlu: l permit. The appllco-it shall secure an eltaotrical permit frorn the Director, PDS if tho facility Is to be energized. N110 Plan PC. Prp4lram 'rexr as Approved N9vamb0r B, 2004,by Urdlnanco No. 04.414 • Pogo 07 i1 d, i omoval of facility. The facility shall be removed and the prumis84 cleared of all dobns and restored to ilia condition prior to the e9tobfishmenl of the facility by November 14. e. Fire preventlon ;standards. The facility shall c6rnply with fire, preventlon i� stnrxlards as approved end enforced by thea County Fire Chief. a, ;special outdoor gatherings, The temporary use of property for speulal outdoor gatherings including, but riot limited to, pageants, fairs, carnivals, rodeos and. 14 olhor athletlo. religlous or entertainment events. Such activlUes are permitted, without regard for other land use regulations to the contrary, in any open space Planniog Area in compilance with the following provislona., a. Activllles on property owned by or lea&ed to the County and public; road d9ht9,- of--way may require an encroachment perm l issued by the QlteCtor, PDS, ,l b. Private outdoor gatherings conducted within open specs areas (Induding those open space areas regulated by Section ilt,l) sttatt not be subject to (lie restrictlona and requirements established In ;honing Code Section 7.9-136.11, "Special Outdoor Gatherings" �,. c The temporary use may be permitted for a period not to exceed ten ('10) consecutive days, Events recurring more than four (4) times in a calendar year are not considered temporary. l d, The Director, POS may require a cosh hand or other ctuerantee for removal of the temporary uae, cleanup and restoration of the activity site within seven (7) clays of the activity conclusion, e, Applications for permItsieartifluetes required by subsections "a." and "b." at)ove, shall be referred by the Director, POS, to other affected County agencies as may be appropriate for review and comment, f. Related issues Including, bul not limited to, poticelsecurity, food and water supply, use of tents and canopies, sanitation facilities, medical services, nolle, signage, fire protection and traffic control stiafl be satisfactorily addressed as may be required by the Director, PPS, Sheriff, Fire Chief, or Health Officer in their adminlstration of other County codes. Such other caries may reciuire ttie applicant to obtain permits such' as building, electrical, health and tent persalts. f=armers' Markets and off4te sale of agrlculturel products. A temporary siand for —� ttftr'sate of seascnat'agrlcuiturar not - grown- with in• the •RancrrPlan PC Area shall be permitted subject to the following requirements; a. Establishment of use/time Amit, Prior to beginning} scale of any product, the applicant shall obtain a ternporary Certificate of Use and Dccupancy for land from the County, The Certificate shall be good for a period time of not tie exceed 90 days from date of tssue, 1. b, Merchandise to be sold. Thea stand shall be limited to the sale of agricufturai products. c:. Electrical permit, The applicant shall secure an olE (;tricpl penrrit from the pireetor, PC)$ If t1le facility is to be energized, Ranch Plan PO Program taxi as Approved NOV0111W 8, 2004 by Ordirfniica No. 04.014 fags e,8 I d. Removal of facility. This facility shall be removed and the promisos c;Iehired of ail debris rind restored to the condition prior to the eatablishrnant of the facility Midi) tourteen (14) days of the expiration of the time limit, o. fire prevention standards, The facility sliall comply with tiro preveritlofl standards as approved and enforced by the County Fire Chief. F, Site Development Permit, In addition to (ho above requirements, an approved Site Development Permit in accordance with Section 11L, "Site Development Permits," shall be required. 10. Fireworks displays, as allowed by the Orancge County fire Authority, 1.1, Subject to the approval of the Director, PDB, a landowner may conduct such other temporary uses upon his property as are consistent with the puipo'sa and . intent of this Section. Ranch Plait IAC Program Teat as Approved Novelrber 8, 2004 py Ord►nonae No. 04-014. Pool 99 Maximum Mowed Traffic Subject to all 5ppllcabte governmental laws, rules and restrictions, Seller placea no restriction on City relating to the maximum number of trips to and from the Property on weekends and the following holldays, New Years, Memorial Day, Fourth of July, Labor Day, Thanksgiving and Christmas. The maximum number of trips during the weekday PA. peak hours from it19 equestrian facilities, sports field complexes and other allowed uses on the Property shell not exceed a total of 203 trips (cumbined Inbound and outbound trips). The City may allocate these trips among the allowed uses In Its discretion so long as the maximum number of trips specified above Is not exceeded. For purposes of calculating the number of trlpa from equestrian and sports field uses, a trip generation factor of 1,0 P,M. peak hour trip for each permanent equestrien stall, and a f8*r of 20,67 P.M. peak hour Irips per sports field/soccer field shall be applied. �nlenntiorr o1s?nd C{�tde fp ,t3a�sPlr<a Torr ofllta 'A�taxim�rtrr (� w d Tr d{�"Na Irtct,�? Based on pr%oilons of future traffic associated wM Ptennfng Arse 1 of the Rench Plan, which includes the Property, Seller's primary conoem Is the trerfle to be generated during the weekdayP.M. peek hour (L,2,,, 4;45p.m. to 5.43 p.m). For that reason, the maxlnlum e#owed hafflc resblodon set forth above is keyed fo the weekday P.M peak hour, In short, the rastrtctfon requires the City to manage Its operations and events to ensure that fraft generated from uses on the Property during that time parted would not rixceed 20$ trips (combined Inbound and outbound trips), As noted above, the City may allocate these, trips among the eNowad uses In Its dlscretlon so long as the maximum number of 0" spbclffed Is not exceeded. D82121183021.2 Given the nature of the uses to be conducted an the site, which are expected to be primartly a continuation of uses conducted on the Property over the pest several years, It 1s not expected Chet the traffic limitation would unduly restrict the City's use of the Property. For example, most of the horse shows typically occur over 2 or more days and are tow spectator events, with trafltc to end hum those activltles being spread more or less evenly over those perfoda. Furthermore, horse trailers do not generally o;cerete durtng the peak hours, It should be noted (hot the above -stated trip generation rate of one (f) P.M. peak hour trlp per horse stall does not pertain to the temporary stalls used In con)urxtfon with the horse shows, That rate pertains to permanent stalls expected to be associated with the one (i) allowed commorclai stable ort the Property, Thus, for example, if there were 50 occupied horse stalls of the commerolalstable, they would be expected to generele 50 trips during the P.M. peek hour, With regard to sports fleid/soccer geld uses on the Property, a factor of 20.67 P.M. peak hour trips would be apptlod as stated above. Thus, for exempts, If there were 4 sports flelds/soocarfields in operation during weekday afternooWevening hours, a total of 83 P.M. pack hour trips would ba expected, in summary, the cumulative hips associated with the horse slows, the permanent horse stalls and other allowed uses such es spvrts field uses (sea below), would be considered In deformtning whether the maximum allowed trafc 11ml(ation was being compiled with, Using the ebave examples, with 50 permarmnt horse stalls and 4 sports gelds, a total of 133 P. M. peek flour tdp5 would be generated, leaving 70 P.M. peak hour J*s available for any horse shows or other events taking piece at the same dme. ' It should be emphasized that trips to and from the Property on weekend days UP,. Saturday and Sunday) and the holidays described above are not MOrlcted. Tlws, it would be expected that matJor events on thit Property would be held on these days. In tact, given the maximum allowed frafi9c 11m/talion, any event that would result In more than 203 P.M. peak hour trips, wheri the traffic from that event Is added to traffic from other allowed uses on the Property, would be required to be held on the weekend. In any event, the, city is requtad to regulate any proposed mW weekend aVlvlty such that 11 would not create signifioanf adverse impacts on the circulation system and not adversely affect existing D62f21183021.2 and future reaidenh In the arae due to parking, dust, noise, fight and glare or other Impacts. To help reduce the.potential for light and glare impacts, RMV has prohibited the use of permanent lghring on the The appllcoWn of nomv#y required condtllonal uae or other permit requlramenis of the Coanty (or the City, aftr annexadch of the Property), and COCA mgew assoclated wKh such pi-IrWOng, would be expected to adequalety rvVulate such events and to ensure appropriate ntltlgatlon measures are applied where Indicated. DOV21153021.2 EXHIBIT C INTENTIONALLY DELETED 3941028428-0019 EXHIBIT C 6143924.9 al 1/12/14 EXHIBIT C RIDING PARK FEE SCHEDULE 394/028428-0019 EXHIBIT C 6143924.9 a01/11/18 General Use Rental Pricing Entire Grass Field - $10,000 I Day Size: 12 acres, Includes Grand Prix Ring Pacific Field - $5,000 I Day Dimensions: 247 x 346 Derby Grass Field - $5,000 I Day Dimensions: 345 x 415 Picnic Area - $2,500 I Day Main Parking Lot - $5,000 I Day Parking spaces: 700 (Included with a minimum $3,000 rental) Additional costs, such as, but not limited to, staffing, rentals costs, technical support, and permits will be quoted and billed according to use. Soccer Use Rental Pricin $4,800 1 day for entire grass field area (six full size fields) if less than 15 total days (consecutive or non-consecutive) in one calendar year. $3,8501 day per day for entire grass -field area (six full size fields) if 15 or more total days (consecutive or non-consecutive) in one calendar year. The City will retain the rights to the parking lot and will charge a parking fee of $10 per car (subject to change with notice). The Riding Park manager will staff and manage the parking on behalf of the City. Renter will have the opportunity to secure its own rental bathrooms or can choose to rent them from the Riding Park manager. 394/028428-0019 EXHIBIT C 6143924.9 a01/11/18 Large Horse Show Rental Pricing Horse shows for five or more consecutive days in duration, and utilizing 400 or more horse stalls. Arena Name or Rental Cost Location Description Dimensions in ft. (if applicable) Square Footage Per Day Allowable Uses Facility Rental Fee n/a n/a $1,100.00 Pony Ring 219 x125 27,375 $600.00 Warm-up or show ring Lunging Ring 178 x116 20,648 $495.00 Lunging Lunging Ring 2 210 x 129 27,090 $495.00 Lunging Hunter 1 Arena 312 x 141 43,992 $600.00 Warm-up or show ring Hunter 2 Arena 298 x 149 44,402 $600.00 Warm-up or show ring Hunter 3 Arena 271 x 126 34,146 $600.00 Warm-up or show ring Olympic Ring 188 x 420 78,960 $600.00 Warm-up or show ring Grass Grand Prix Field 243 x 426 103,518 $1,600.00 Show ring Grass Pacific Field 247 x 346 89,908 $1,200.00 Show ring Grass Ortega Field 219 x 348 76,212 $1,200.00 Show ring Grass Derby Field 345 x 415 143,175 $1,200.00 Show ring Stall Rental (Permanent) 10 x10 100 $50.00 per week Stall Rental (Portable) 10 x10 10 x10 $40.00 per week Facility Horse Fee (per horse) n/a n/a $10.00 Parking Lot (fee waived when event rental exceeds $3,000) $5,000.00 Complimentary benefits included with rental: - Two daily drags per arena - Placement of trash receptacles - One move -in day (no ring usage) - Ability to sell feed and bedding - Ability to provide own ancillary rentals (i.e. bathrooms, tenting, electrical, etc.) - One Lunging ring is included at no charge when two rings are rented - Two Lunging rings are included at no charge when three or more rings are rented Requirements of rental: - Must provide all portable stalls - Must pay for all manure disposal fees - Must pay for all trash disposal fees Additional costs, such as, but not limited to, staffing, manure disposal fee, RV hook-up fees, bio security fee, technical support, miscellaneous rentals are not included in rental costs and will be quoted and billed according to use. 394/028428-0019 6143924.9 a01/11/18 EXHIBIT C Small Horse Show Rental Pricin Horse shows for fewer than five consecutive days in duration, and/or utilizing fewer than 400 horse stalls. Arena Name or Rental Cost Location Description Dimensions in ft. (if applicable) Square Footage Per Day Allowable Uses Hr€rater 3 Arena 271 x 126 34,146 $795.00 Warm -Up or show ring Pony Ring, 219 x125 27,375 $795.00 Warm-up or show ring Lunging Ring 178 x116 20,648 $495.90 Lunging Lunging Ring 2 210 x 129 27,090 $495.00 Lunging Hunter 1 Arena 312 x 141 43,992 $795.00 Warm-up or show ring Hunter 2 Arent 298 x 149 44,402 $795.00 Warm-up or show ring Oly€i7pic. Ring 188 x 420 78,960 $860.00 Warm-up or show ring Stall Rental 10 x10 100 $60.00 per week Office Trailer $50.00 per week Vendor lei x 10 100 $50.00 vendor display Parking Lot (fee waived when event rental exceeds $3,000) $.5,000.00 Complimentau benefits included with rental: - Two daily drags per arena - Placement of trash receptacles - One move -in day (no ring usage) - Trash removal and disposal fees - One Lunging ring is included at no charge when two rings are rented - Two Lunging rings are included at no charge when three or more rings are rented Requirements of rental: - Must rent all bathroom stalls from Riding Park manager - Must purchase all required feed and bedding from Riding Park manager Additional costs, such as, but not limited to, staffing, manure disposal fee, RV hook-up fees, bio security fee, technical support, miscellaneous rentals are not included in rental costs and will be quoted and billed according to use. 394/028428-0019 EXHIBIT C 6143924.9 a01/11/18 Ancillary / Logistical Rental Pricing (For Reference Only, Prices Subject to Modification) ITEM COST PER UNIT GENERATOR`* 120 KW Generator - cost to be determined Estimate:$350 18 hrs Diesel Fuel - cost to be determined TBD ELECTRICAL EQUIPMENT" $25.00 50' Electrical Cords, 50 amp/single phase $22 / per day 100' Electrical Cords, 50 amp/single phase $26 / per day Distribution Box, per box / per day $35 / per box Delivery & Pick Up (ITBD) TBD Light Towers - cost to be determined TBD TRASH CANS "- cost to be determined DOGGIE BAGS'*- cost to be determined $350 estimate( RADIOS " $375 estimate( Vertex Radios - per radio/per day $15.00 6 Bank Chargers (value if4simaged $593) included Spare Batteries - per battery/per day $1.50 One Time Delivery / Pick Up Charge $50.00 dFENCING/PRIVACY SCREENING" Fencina on Stands and/or Privacv Screen - cost to be determined _ TBC Del iverylPick Up Fee $150.00 Rental - Ultra Bathroom with Containment Tray $67.00 ADA Handicap Accessible $158.00 2 Station Handwash $85.00 IRESTROOMS - Servicing Charge Pump Out Schedule To Be Agreed Upon Ultra $20.00 ADA Handicap, and/or 2 Station Handwash $25.00 There is a Minimum Service Charge, per each service day. The minimum charge varies according to # of units being serviced by event (Estimated 6 units serviced / $50, per service day.) TBC RESTROOM SUPPLIES" 1 Case Toilet Paper (estimated) $59.00 1 Case Seat Covers (estimated) $49.00 1 Case Paper Towels (estimated) $36.00 GOLF CARTS - Includes DellverylPick Up " Cargo Cart $350 estimate( 4 -Passenger Cart $375 estimate( Flat Bed $360 estimate( 'WATER COOLER " Cooler and 2 - 3 Gallon Bottle of Water $17.00 eacl Extra 6 Gallon Water Bottle $12.00 eacl ** 7.75% CA SALES TAX TO BE ADDED ON THESE ITEMS. , j 394/028428-0019 EXHIBIT C 6143924.9 a01/1 1/18 EXHIBIT D RULES AND REGULATIONS 1. No keys to locks, gates, fences and/or other structures shall be made or otherwise installed without the consent of the City of San Juan Capistrano ("City:) and a copy of each key to any such lock, gate, fence, or structure which is not installed by the City shall be delivered to the City prior to its utilization thereof. 2. All gates, doors, and similar access and control points shall be closed immediately upon passage through the same 3. All trash and debris shall be removed from the Property. 4. Vehicle speed shall not exceed 15 miles per hour. 5. None of the following shall be permitted on the property: drugs or narcotics (except subject to a written medical prescription therefor and which is evidenced thereon); hunting; fishing; and firearms. 6. Transit to and from the Riding Park Parcel or use shall be limited to City delineated roads; and no off-road travel and/or use is permitted except in accordance with the written consent or written use agreement issued by the City. 7. No removal off anything (e.g., plants, artifacts, etc.) found or located on the Property except in accordance with the written consent or written agreement executed by the City. 8. No storage or dumping of anything upon the Property except in accordance with the written consent or written agreement executed by the City. 9. Amplified speakers systems shall not be utilized in any capacity before 7:00 a.m. or after 10:00 p.m. Monday through Friday or before 8:00 a.m. or after 10:00 p.m. Saturday and Sunday. 10. Any and all use is limited to "official" (and not "personal") purposes. 11. Recreation Vehicles shall not be permitted to park on the Property overnight unless such parking is associated with one or more horse(s) boarding on the Property, in which case such Recreational Vehicle parking shall not exceed 45 consecutive days. 394/028428-0019 EXHIBIT D 6143924.9 a01/11/18 FIRST AMENDMENT TO RIDING PARK MANAGEMENT AGREEMENT This FIRST AMENDMENT TO RIDING PARK MANAGEMENT AGREEMENT ("First Amendment") is made effective as of January 1, 2017 ("Effective Irate"), by and between the CITY OF SAN JUAN CAPISTRANO, a California municipal corporation ("City") and BLENHEIM FACILITY MANAGEMENT, LLC, a Delaware limited liability company ("Company"); with City and Company referred to in this First Amendment individually as a "Party" and collectively as "Parties". Recitals A. City and Company are parties to that certain Riding Park Management Agreement dated as of November 18, 2014 ("Management Agreement"), which governs the management and maintenance of the Riding Park Parcel as defined in the Management Agreement. B. The Management Agreement expires on December 31, 2016. C. The Parties desire to amend the tern; of the Management Agreement. Operative Provisions NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated in and made a part of this First Amendment by this reference, and in consideration of the terms and conditions contained in this First Amendment, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby mutually agtee as follows: Amendments. (a) Tcrm, Paragraph 1.1 of the Management Agreement is amended as restated as follows: "1.1 lufective Date: Term. City is contracting with Company, pursuant to this Agreement, for provision by Company of Riding Park Parcel management services, as set forth in this Agreement, commencing on January 1, 2017, and terminating thirty days thereafter ("Termination Date"). Unless one or both of the Parties provides written notice, at least ten (10) days prior to the Termination Date, the term of this Agreement (and each subsequent thirty (30) day term) shall be automatically extended by another thirty (30) days." (b) 2017 Riding Park Emoestrian Event Schedule. In consideration of the foregoing amendment to the Management Agreement, the Parties agree that events included in the 2017 Riding Park Equestrian Event Schedule of which events Company notifies City in writing prior to any termination of this Agreement shall not be impacted or impaired by the foregoing amendment or any termination of the Management Agreement. The Riding Park Parcel shall continue to operate and be maintained as a premier location for major international shows through the 2017 show season, regardless of any earlier termination or modification of the Management Agreement. Page t of 3 6 1 1 47 200 1 1129394062,4 t 1(30/16 ATTACHMENT 3 Miscellaneous Provisions. 2.1 11111irc ALrveniciil. This First Amendment together with the Management Agreement contains the entire agreement of the Parties with respect to the subject matter hereof and the transactions conternplated hereby, and, by this reference, this first Amendment is made a part of and incorporated in the Lease. 2.2 CounlerParts. This First Amendinent may be executed in any number of identical counterparts which, when fully executed by all of the Parties, shall constitute an original and all of which together shall be deemed to be one a nd the same instrument. 2.3 Affirmation. Except as otherwise provided in this First Amendment, the terms and conditions of the Management Agreement are hereby ratified and confirmed and shall remain in full force and effect. 2.4 Construction. (a) City and Company have contributed substantially and materially to the preparation of this First Amendment, and City and Company each acknowledge and waive any claim contesting the existence and the adequacy of the consideration given by the other in entering, into this First Amendment. (b) This First Amendment modifies, amends, and supplements the terms of the Management Agreement and, to the extent of any conflict between the terms of this :First Amendment and the terms of the Management Agreement, the terms of this First Amendment shall control. (c) Each undefined capitalized term used in this First Amendment shall have the meaning ascribed thereto in the Management Agreement. (d) Each Party represents and warrants to the other Party that: it is represented by legal counsel of its choice; it has consulted with counsel regarding this First Amendment; it is fully aware of the terms contained in First Amendment; and it has voluntarily and without coercion or duress of any kind entered into this First Amendment. (signature page to follow) Page 2 of 3 61147.20011"29394062.4 11%30/16 IN WITNESS WHEREOF, the Parties have executed this First Amendment to be effective as of the Effective Date. San Juan Capistrano, a California municipal corporation By; - City l ;cl Date; L* n— 12016 xriel lviorris, C: C: :lty `Writ APPROVED AS TO FORM: BEST BEST & KRIEGER LLP J a rt er. City Alrorricy "C:omRaiiV'r BLENHEIM FACILITY MANAGEMENT, LLC, a Delaware limited liability company ray �-���,-.�►''T Name: Its; 1712 7` Date: l r arm. . 2016 Page I of 3 61147,20011 \.293 94062.4 1 €/30/16 RIDING PARK MANAGEMENT AGREEMENT BY AND BETWEEN CITY OF SAN JUAN CAPISTRANO AND BLENIIEIM FACILITY MANAGEMENT, LLC 394/028428-0019 6143924.9 al 1/13/14 ATTACHMENT 4 RIDING PARK MANAGEMENT AGREEMENT 1141S RIDING PARK MANAGEMENT AGREEMENT ("Agreement") is made and entered into this 18th day of November, 2014 ("Effective Date") by and between the CITY OF SAN JUAN CAPISTRANO, a municipal corporation ("City"), and BLENHEIM FACILITY MANAGEMENT, LLC, a Delaware limited liability company ("Company"). RECITALS: A. City is the owner of that certain real property located in the City commonly known as "Rancho Mission Viejo Riding Park at San Juan Capistrano" depicted in the attached EXHIBIT A (the "Property"). A portion of the Property within the bounds of the solid black line shown on EXHIBITA consists of approximately seventy (70) acres (the "Riding Park Parcel"). City desires to utilize the services of Company to manage and maintain the Riding Park Parcel in accordance with the terms and conditions set forth in this Agreement. AGREEMENT: NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, City and Company hereby agree as follows: 1.0 TERM OF AGREEMENT 1.1 Effective Data; _Terni. City is contracting with Company, pursuant to this Agreement, for provision by Company of Riding Park Parcel management services, as set forth in this Agreement, commencing on a date subsequent to the Effective Date. In recognition of the foregoing, this Agreement shall be effective on the Effective Date set forth in the preamble, but the tenn of Company's management of the Riding Park Parcel pursuant to this Agreement shall be the "Management Term" set forth in Section 1.2. This Agreement shall terminate and be of no further force or effect as of 11:59 p.m. on December 31, 2016, unless sooner terminated pursuant to the terms of this Agreement ("Termination Date"). 1.2 Management_ Term. The Management Term shall commence on January 1, 2015 ("Management Term Commencement Date") and shall end on the Termination Date. 2.0 MANAGEMENT AND OPERATIONS 2.1 Riding Park Parcel Management by Company. City hereby contracts with Company, during the Management Term, to manage and operate the Riding Park Parcel in accordance with the terms and provisions of this Agreement ("Riding Park Parcel Management Services"). 2.1.1 Acceptance of Riding Park Parcel. Company accepts the Riding Park Parcel in its current "AS -IS" "WHERE IS" "WITH ALL FAULTS" condition as of the Effective Date and that, except as otherwise provided in this Agreement, City shall have no obligation whatsoever to provide or pay for any alterations, improvements, or work therein. -1- 2.1.2 Access to Riding Park Parcel. City hereby grants to Company a non-exclusive revocable license, subject to and in accordance with the terms of this Agreement, to enter upon and use the roads and other rights of way across the Property as designated by City on EX1101TA to access the Riding Park Parcel, or alternative roads, other rights of way, and portion of the Property as City may reasonably require Company to use to access the Riding Park Property from time to time ("Access Roads"). Other than the Access Roads, Company shall not enter upon or use any other portions of the Property for any purpose without the express written consent of City. 2.1.3 Management of Riding Park Parcel in Accordance witlr Permitted Uses. The Riding Park Parcel shall be used solely for the purpose of hosting sporting and equestrian events and community recreational and sports -related activities, and ancillary activities appropriate to particular events including. but not limited to, food and beverage service (including serving of alcoholic beverages in compliance with applicable permit and regulatory requirements of the State of California Department of Alcoholic Beverage Control) and use of amplified sound equipment (provided the same does not exceed the City's noise ordinance), so long as such uses, individually and/or cumulatively, do not increase traffic beyond existing levels and such uses comply with the Use Restrictions attached as Exhibits C and D of the Grant Deed transferring ownership of the Property to City, a copy of which Exhibits C and D are attached hereto as EXHIBIT B (collectively, the "Permitted Use"), and for no other purpose. All other uses of the Riding Park Parcel that Company may propose shall be subject to the prior review and written consent of the City Manager, which consent may be given or withheld in the City Manager's sole and absolute discretion. Company shall request such permission from the City Manager, in writing, not less than thirty (30) days prior to the proposed commencement of any such event or use. Company shall use its commercially reasonable efforts to schedule, promote, and use the Riding Park Parcel with Permitted Uses so as to maximize use of the Riding Park Parcel but within the mandated traffic levels and consistent with proper management and maintenance of the Riding Park Parcel for equestrian and sports -related uses. 2.1.3.1 Parking on Riding Park Parcel. Company and the users of the Riding Park Parcel, may park vehicles, including horse trailers, on the Riding Park Parcel in conjunction with the Permitted Use; provided, however, that no persons using the Riding Park Parcel shall be permitted to park, and Company shall prohibit all persons using the Riding Park Parcel from parking, on any other portion of the Property 2.1.3.2 Sierra Soil. City and Company acknowledge that prior to the Effective Date of this Agreement, certain work was performed by Sierra Soil Products, Inc. on a portion of the Riding Park Parcel. Company shall be responsible and liable for any damage, cleanup, or liability arising from or attributable to such work. 2.1.4 Identification of Riding Park Parcel. Company shall identify and advertise the Riding Park Parcel exclusively as the "Rancho Mission Viejo Riding Park at San Juan Capistrano"' at all times when performing or otherwise conducting a Permitted Use upon the Riding Park Parcel. Company shall adhere to the City's approved sign program for the Riding Park Parcel. 2.1.5 Riding Park Parcel Events. Company shall submit to City Manager, not less frequently than once per quarter, covering the four quarters of the Management Term, by the dates set forth below, a written request for the City Manager's approval of the specific proposed events and uses for each upcoming calendar quarter during the Management Term of this Agreement. -2- City Manager's consent shall not be unreasonably withheld provided the proposed events and uses are a Permitted Use and City Manager or authorized designee shall respond in writing to the request within fifteen (15) calendar days of receipt of Company's request. Company shall submit such written requests in accordance with the following schedule: For I" Calendar Quarter (January 1 through March 31): Not later than preceeding December 15 For 2nd Calendar Quarter (April 1 through June 30): Not later than preceeding March 1 For P Calendar Quarter (July 1 through September 30): Not later than preceeding June 1 For 4h Calendar Quarter (October 1 through December 31): Not later than preceeding September 1 Company shall continue to provide public use dates and shall develop a calendar to include during the Management Term: (A) additional sports events, including tournaments, with priority for San Juan Capistrano -based teams, and (I3) community events that shall include a minimum of six (6) days of community events such as movie nights, a pumpkin patch, winter wonderland, and concerts in the park [the minimum of six (6) days of community events shall not include the additional sports events, including tournaments, with priority for San Juan Capistrano -based teams described in clause (A)]. Notwithstanding the foregoing, Company acknowledges that City has the right to reserve and use the Riding Park Parcel for the uses specified in Sections 2.1.5.1 and 2.1.5.2 and Company shall coordinate with City with respect to same. 2.1.5.1 Ranebo Mission Viejo Rodeo. Notwithstanding anything in this Agreement to the contrary, City retains the right to allow use of the Riding Park Parcel for the final two (2) weeks of August for the purpose of allowing Rancho Mission Viejo, LLC to host the Rancho Mission Viejo Rodeo or similar event, together with any and all related events and functions associated therewith as determined by City in its sole and absolute discretion. 2.1.5.2 City Use of Riding Park Parcel for Capital Improvement Installation. City shall have the right to and it shall not be a breach of this Agreement for City to, at City's sole discretion and at any time during the Management Term to: (a) install on portions of the Riding Park Parcel utilities, storm drain facilities, public restrooms, water, sewer, and other infrastructure; (b) grant easements for the improvement of Ortega Highway and La Pata Road, which improvements may require use and/or encroachment onto portions of the Riding Park Parcel; (c) construct on portions of the Riding Park Parcel the Regional Riding and Hiking Trails as shown on the County of Orange approved Master Plan of Regional Riding and Hiking Trails or other public trails pursuant to City's plan and specifications, and (d) allow the Reserve at Rancho Mission Viejo, a California non-profit public benefit corporation, to enter onto the Riding Park Parcel and perform any activities thereon that may be required by (or are consistent with) the terms and provisions of the Southern Habitat Conservation plan approved by the U.S. Fish and Wildlife Service on January 10, 2007 (the "SSHCP"). No adjustment in Company's compensation hereunder shall be made due to any losses, increased expenses, or impacts to Company resulting from or arising from the exercise of any of the activities set forth in this Section 2.1.5.2. 2.1.5.3 Public Access to Riding -Park Parcel. Within sixty (60) days of the Effective Date, City Manager and Company shall identify areas within the Riding Park Parcel and the times and days where public access and use, over and above those previousy provided, can occur consistent with the safety of the public and the operations of the Company. A proposed "Public Use Implementation Plan" shall be shall be prepared setting forth the proposed times and areas of public -3- use and access and such other rules or regulations that are deemed appropriate, and such Implementation Plan shall be presented to the City Council for review and approval no later than ninety (90) days after the Effective Date. 2.1.6 impact of County La Pata Proicct. City and Company acknowledge that the County of Orange has undertaken expansion of La Pata Avenue adjacent to the Riding Park Parcel. The extent of the impact and its effect on the ability of Company to effect use of the Riding Park Parcel for the Permitted Use is not known. Notwithstanding, no adjustment in Company's compensation hereunder shall be made due to any losses, increased expenses, or impacts to Company resulting from County's work. 2.1.7 Riparian Resources Areas. 2.1.7.1 Identification of Riparian Resource Areas. Portions.ofthe Riding Park Parcel contain riparian resources that are subject to the provisions of the SSHCP and its Implementation Agreement. These resources areas ("Riparian Resources Areas") are specifically identified and depicted in F'XHIBIT A attached hereto as "Do Not Disturb Areas." 2.1.7.2 and Obligations. Company shall not (and shall not authorize, allow, or permit others to) enter onto, improve, or otherwise use the Riparian Resources Areas or any portion thereof for the Permitted Use or any other activity. Moreover, Company, at its sole cost and expense, shall undertake, perform, and complete all actions necessary to restrict and prevent any person, domestic animal, vehicle, equipment, or other apparatus from entering onto the Riparian Resource Areas (which actions may include, but are not limited to, the construction and maintenance of fences or other barriers and placement of signage outside of the perimeter of the Riparian Resource Areas). The Axizona Crossing between the Property and Reata Park Parcel may be utilized when a Fish and Game Code § 1602 Agreement has been entered into allowing such use. Company shall abide by all terms and conditions of such 1602 Agreement, 2.1.7.3 Damage to Riparian Resource Areas. In the instance that the Riparian Resource Areas sustain any damage during the Management Term, Company shall immediately notify City concerning the damage. Within five (5) days following Company's delivery of said notice of damage to City, Company and City shall meet and confer for purposes of discussing the damage and addressing restoration of the damaged areas. If the damage is caused by, or otherwise the result of, the actions—whether of commission or omission—of Company or any other person entering onto the hiding Park Parcel pursuant to, or under color of, this Agreement, Company, at its sole cost and expense, shall be responsible for (i) preparing a restoration plan that addresses and provides for timely and complete remediation of the damage, (ii) submitting the restoration plan to City for review and approval, (iii) modifying the restoration plan in accordance with any comments or directions received from City, and (iv) performing all restoration work in accordance with the restoration plan approved by City. All restoration work shall be subject to oversight by City and shall be performed in accordance with time frames and methods approved by City. 2.1.7.4 Material Breach. In addition to any other rights of City to terminate this Agreement, any failure of Company to strictly adhere to the obligations set forth in this Section 2.1.7.4 shall be deemed a material breach of this Agreement and City may, in its sole and M absolute discretion, immediately terminate this Agreement upon delivery of notice to Company. Notwithstanding any such termination of this Agreement, Company shall remain obligated (i) for all costs and expenses associated with remediating any damage to the Riparian Resource Areas caused by Company (or any other person entering onto the Riding Park Parcel pursuant to, or under color, of this Agreement), and (ii) for satisfying all other obligations of Company that survive termination of this Agreement. 2.1.8 Approvals; Compliance. Company, in performing the Riding Park Management Services, shall be required to, at its sole cost and expense, do the following; (a) Maintain all necessary licenses and/or permits from all appropriate public or governmental agencies with jurisdiction and provide copies of same to City upon any request therefor; (b) Comply with each and every federal, state, or local law (including the City's :Municipal Code)., regulation, standard, decision of court, ordinance, rule, code, order, decree, directive, guidelines, permit or permit condition, together any declaration of covenants, conditions, and restrictions that have been recorded in any official or public records with respect to the Riding Park Parcel or any portion thereof, each as currently existing and as amended, enacted, issued, or adopted in the future which become applicable to the Riding Park Parcel; (c) Not materially interfere with the use and enjoyment of the Riding Park Parcel by City or any person claiming through or under City, except as may be mandated by this Agreement; (d) Not permit any other person or party to enter upon the Property or Riding Park Parcel under the authority of this Agreement other than as guests or invitees, and Company shall not authorize any person or entity to operate any commercial use and shall not grant any sub -agreement, license, or other form of agreement relating to the Property without the prior, express written consent of the City Manager which consent may be given or withheld in the City Manager's sole and absolute discretion; provided, however, that notwithstanding the foregoing, Company's vendors, concessionaires, and similar commercial uses shall be permitted on the Riding Park Parcel in conjunction with the Permitted Uses. (e) Cooperate with and provide City staff with information and recommendations related to where and what types of infrastructure improvements could be implemented to maximize the use of the Riding Park Parcel, including future restroom facilities, water access points, irrigation system enhancements, parking strategies, and where to best site any covered areas; and 2.1.9 Si na e. Company shall have the right to install signage upon the Riding Park Parcel identifying the location of the facility and the activities/events conducted by Company thereon as Permitted Uses; provided that (i) Company shall provide to City a written description and/or depiction of the intended signage prior to installation, (ii) all signage shall identify the Riding Park Parcel as the "Rancho Mission Viejo Riding Park at San Juan Capistrano," (iii) City shall have the right to approve/disapprove any signage proposed by Company, (iv) all costs and expenses associated with designing, permitting, constructing, installing, and maintaining the signage shall -5- bebome exclusively by Company, (v) Company shall maintain all approved signage in good condition and repair, (vi) at the conclusion of the Management Term, Company, unless otherwise directed by City, shall remove the signage from the Riding Park Parcel, and (vii) Company shall submit sign plans including site plan location and elevations for City's review and approval of any amendment to the sign program for the Riding Park Parcel as exists on the Effective Date of this Agreement. 2.1.10 Rules and Regula . Company shall comply with City's rules and regulations for the Property ("Rules and Regulations"), a copy of the current edition of which is attached hereto as EXI'7BIT U; provided, City shall have the right to revise and modify the Rules and Regulations from time to time in City's sole and absolute discretion and Company shall comply therewith upon receipt of a copy thereof. 2.1.11 Company Resl2onsible for Ridin Park Parcel Operating Expenses. Company shall be responsible for payment of all costs and expenses of whatever type or nature, incurred with respect to or otherwise arising from Company's performance of the Riding Park Parcel Management Services including, but not limited to: (i) all charges for heat, water, gas, electricity, and any other utilities (and City shall not be responsible or liable for any interruption in or curtailment of any utility service); (ii) alI costs associated with preparing the Riding Park Parcel for, and holding, the activities/events thereon that are Permitted Uses including, but not limited to, all licenses and permits; (iii) all taxes, fees, assessments, levies, fines, judgments, claims, charges, costs of defense of lawsuits, attorney fees, and expert witness fees; (iv) all employee, personnel, and labor costs including all salaries, wages, benefits, pension contributions, health care costs, and all other such costs; (v) costs of maintaining the Riding Park Parcel in a manner, and at a level, necessary to insure the ongoing use of the Riding Park Parcel during and after the Management Term for the Permitted Uses; (vi) all marketing, advertising, publicity, and related costs to promote the activities and events that are Permitted Uses on the Riding Park Parcel; (vii) all office management costs to operate the Riding Park Parcel including but not limited to computers, telephone, software, and accounting and payroll programs, (viii) the cost to repair improvements on the Riding Park Parcel; (ix) insurance premiums; and (x) contracts necessary to operate and maintain the Riding Park Parcel (collectively, the "Riding Park Parcel Operating Expenses"). If City should (but is under no obligation to) pay for any of the Riding Park Parcel Operating Expenses due to Company's failure to make time payments thereof, Company shall reimburse City within thirty (30) days of receipt of the invoice for any such payments made by City on behalf of Company. If such payment is not received within such thirty (30) day period, interest shall accrue on the outstanding balance due at the maximum legal rate then in effect. 2.1.12 Riding Park Parcel Management Fee. City and Company acknowledge and agree that in light of the purpose of this Agreement to provide equestrian, sports, and community services to third parties, the source of gross revenue derived from operations on the Riding Park Parcel is fees paid by third party users. Thus, during the Management Term of this Agreement, City shall pay Company a management fee ("Riding Park Parcel Management Fee") based on percentage of gross revenues received by Company from the Riding Park Parcel Management Services including but not limited to: facility rentals and other rental income, vendor fees, stalls, RV fees, parking fees, food and beverage concessions, horse and equestrian shows, horse events, tournaments, special events, group events, sports events including but not limited to soccer and lacrosse, taxable sales, nontaxable sales, proceeds of insurance covering loss of gross revenues including but not limited to business interruption insurance or similar types of insurance, and any amount received by Company in connection with any claim, demand, or lawsuit to replace or augment Gross Revenues, with all gross revenues identified and recorded in accordance with generally accepted accounting principles ("Gross Revenues"). Gross Revenues shall not include sales taxes, excise taxes, gross receipts taxes, and other similar taxes imposed upon the sale of food, beverages, merchandise, or services and paid to the appropriate taxing authority, whether added to or included in the selling price. The percentage of Gross Revenues to be paid by City to Company ("City Management Fee Payment Percentage") shall be as follows: AMOUNT OF TOTAL GROSS REVENUES [$0,00 to and including $600,000. For each dollar of Gross Revenues over $600,000 to and including $850,000. For each dollar of Gross Revenues over $850,000 to and including $1,200,000. For each dollar of Gross Revenues over $1,200,000. CITYRIDING PARK PARCEL MANAGEMENT FEE PAYMENT PERCENTAGE 66.66% 90% 97.5% 95% 2.1.12.1 Quarterly Payment of Riding Park Parcel Management Fee. Within ten (10) days after the end of each quarter during the Management Term, Company shall report the Gross Revenues for the quarter just ended to the City's Chief Financial Officer. The City's Chief Financial Officer shall review and reasonably verify the amount reported and shall notify Company of acceptance or rejection of the information provided. The City's Chief Financial Officer may request additional information. if the information is rejected, Company, City Manager, and City's Chief Financial Officer shall meet and confer in good faith to resolve any objections or concerns. Once the information is accepted by the City's Chief Financial Officer, City shall make a payment toward the Riding Park Parcel Management Fee by applying the above City Management Fee Payment Percentage to the total Gross Revenues for the year to date through the end of the reporting quarter. For illustration purposes only, if the Gross Revenues achieved during Quarter 41 were $500,000, the payment made to Company by the City after the end of Quarter 4-1 would be $333,300, and if the Gross Revenues achieved during Quarter #2 were $400,000 (i.e., total ('gross Revenues through Quarter #2 of $900,000), the payment made to Company by the City after the end of Quarter 42 would be $340,410. At the end of Quarter 44, which corresponds to the end of the Management Term, and notwithstanding any other term or provision in this Agreement to the contrary, this Agreement shall remain in effect for the purpose of the final quarterly payment following the end of Quarter 44 and for purposes of any necessary or required reconciliation and accounting to "true up" the final payment so that the total Riding Park Management Fee for the Management Term has been accurately determined, reconciled, and paid. -7- 2.1.12.2 Method of Payment ofRidin Park Management Fee. In lieu of Company transferring all Gross Revenues to the City and then receiving the quarterly Riding Park Parcel Management Fee payments, City shall effect payment of the quarterly Riding Park Parcel Management Fee amount by an offset against the Gross Revenues and Company shall pay City the remainder by check in good and immediate funds no later than seven (7) days after receipt of notification from the City Manager or City's Chief Financial Officer or authorized designee that the report of Gross Revenues for the applicable calendar quarter has been accepted. Using the same example for illustration purposes only as set forth in Section 2.1.12.1, if the Gross Revenues for Quarter ##1 are $500,000, the City's Riding Park Parcel Management Fee payment to Company would be $333,300 and thus, pursuant to this Section 2.1.12.2, Company shall pay the difference to City which, in this example would be the amount of $166,700. 2.1.13 Ownership of Improvements and Personal Property. All non -permanent structures and improvements on the Riding Park Parcel installed by Company during the term of this Agreement and all fixtures, furnishings, and equipment and operating inventory purchased by Company during the term of this Agreement shall be considered property owned by Company and shall be removed by Company at the Termination Date unless other arrangements are made with City. 3.0 TERMINATION 3.1 Company's Ri ht to Terminate Agreement. In addition to any other rights of termination afforded to Company in this Agreement, Company shall have the right to terminate this Agreement prior to the end of the Management Term upon any of the following events: (a) A material breach by City and only upon not less than thirty (30) days' prior written notice to the City which notice shall specify the material default. Upon receipt of such notice, City may, but shall not be obligated to, effect to remedy of such default within such thirty (3 0) day period; provided, however, that such cure period shall be extended for such material defaults that cannot reasonably be cured within such thirty (30) day period provided City has commenced such cure within the thirty (30) day period and diligently prosecutes such cure to completion. (b) Loss of currently available water supply to the Riding Park Parcel from adjoining Blenheim Farms which water supply is not readily replaceable at comparable cost, and only upon not less than thirty (3 0) days' prior written notice to the City. Upon receipt of such notice, City may, but shall not be obligated to, remedy the loss of water supply within such thirty (30) day period, which may include providing water to the Riding Park Parcel from another source, in which case the Parties agree to meet and confer in good faith to adjust the Riding Park Parcel Management Fee to address any increased costs associated with an alternative water supply. (c) Loss of Company facilities located on the Riding Park Parcel due to environmental or other property constraints including but not limited to natural disasters, and only upon not less than thirty (30) days' prior written notice to the City of Company decision to terminate specifying the environmental or other property constraint. Upon receipt of such notice, City may, but shall not be obligated to, effect to remedy of the environmental or other property constraint within such thirty (30) day period, in which case the Parties agree to meet and confer in good faith to adjust -8- the Riding Park Parcel Management Pee to address any increased costs associated with City's remedy. 3.2 City's Right to Terminate A reemcnt. In addition to any other rights of termination afforded to City in this Agreement, City shall have the right to terminate this Agreement prior to the end of the Management Term upon any of the following events. (a) A material breach by Company and only upon not less than thirty (30) days' prior written notice to the Company which notice shall specify the material default. Upon receipt of such notice, Company may, but shall not be obligated to, effect to remedy of such default within such thirty (30) day period; provided, however, that such cure period shall be extended for such material defaults that cannot reasonably be cured within such thirty (30) day period provided City has commenced such cure within the thirty (30) day period and diligently prosecutes such cure to completion. Failure to timely take corrective action as provided in Section 6.1 shall constitute a material breach. (b) The insolvency of Company or if Company is adjudicated a bankrupt or Company institutes any proceedings under any law relating to bankruptcy wherein Company seeks to be adjudicated a bankrupt or to be discharged of its debts or to effect a plan of reorganization, or the filing of an involuntary petition by any of Company's creditors seeking the rehabilitation, liquidation, or reorganization of Company under any law related to bankruptcy, insolvency, or other relief of debtors, and, in the case of involuntary actions, the failure to remove or discharge the same within sixty (60) days of such filing. (c) City and Company acknowledge and agree that the Property was acquired with the proceeds of tax-exempt bonds and this Agreement is required to be compliant with applicable provision of the Internal Revenue Code and implementation IRS Regulations, including but not limited to Revenue Procedure 97-13. If, and upon, City's receipt of a determination from a qualified bond counsel, the Trustee for such bonds, the Internal Revenue Service, or other qualified person or entity, that this Agreement is not a compliant management agreement, City shall have the unqualified and unilateral right to terminate this Agreement prior to the end of the Management Term upon thirty (30) days prior written notice to Company. City shall incur no liability due to such termination except that upon such termination, City shall be obligated to pay Company the Riding Park Parcel Management Fee, computed as provided in this Agreement, earned by Company through the date Company ceases performance under this Agreement pursuant to such notice of termination. City and Company agree to meet and confer in good faith to determine such final payment amounts. (d) City sells or transfers the Riding Park Parcel and a condition of such sale or transfer is the termination of this Agreement with respect to the applicable parcel prior to the end of the Management Term; provided that City provides Company at least ninety (90) days prior written notice of the termination of this Agreement (or portion thereof affecting the applicable parcel) due to the sale or transfer, and upon such termination City shall pay Company the pro -rata amount of Riding Park Parcel Management Fee earned by Company to the date of termination. (e) If all of the Riding Park Parcel (or a sufficient portion thereof so as to make infeasible, in the City's reasonable judgment, the continued operation of the Riding Park Parcel for the purposes for which Company is performing the Riding Park Parcel Management Services ), shall be taken through the exercise (or by agreement in lieu of the exercise) of the power of eminent domain, then upon the earlier of (i) the date that City shall be required to surrender possession of the Riding Park Parcel or of that substantial portion of the Riding Park Parcel or (ii) the date when the Riding Park Parcel is no longer open and available for operations, this Agreement with respect to the Riding Park Parcel shall terminate and neither Party shall have any further obligation to the other Party with respect to the applicable parcel, except with respect to liabilities accruing, or based upon events occurring, prior to the effective date of such termination, including but not limited to payment of the Riding Park Parcel Management Fee earned by Company to the date of such termination, as applicable. (f) If the Riding Park Parcel should be destroyed or substantially damaged by fire, flood, acts, or God, or other casualty, City, by written notice to Company within sixty (60) days following the occurrence of such event, shall have the right to terminate this Agreement with respect to the Riding Park Parcel on the basis that City does not choose to rebuild or restore the applicable parcel, and in such event neither Party shall have any further obligation to the other Party under this Agreement with respect to the applicable Parcel, except with respect to liabilities accruing, or based upon events occurring, prior to the effective date of such termination, including but not limited to payment of the Riding Park Parcel Management Fee earned by Company to the date of such termination. (g) If there is a disruption in Company's operation of the Riding Park Parcel due to war, sabotage, riot or acts of civil disobedience, acts or omissions of governmental agencies (except acts of governmental agencies including, but not limited to, the City taken in accordance with this Agreement), accidents, fires, explosions, floods, earthquakes, other acts of God, strikes, labor disputes, shortages of materials, or any other event not within the control of Company, City, by written notice to Company within thirty (30) days following the occurrence of such event, shall have the right to terminate this Agreement with respect to the Riding Park Parcel, and in such event neither Party shall have any further obligation to the other Party under this Agreement with respect to the applicable Parcel, except with respect to liabilities accruing, or based upon events occurring, prior to the effective date of such termination, including but not limited to payment of the Riding Park Parcel Management Fee earned by Company to the date of such termination. 4.0 DAMAGE; LIENS 4.1 +ComEany to Repair Property. Company shall repair and restore any damage, destruction, or casualty to any structures, improvements, fixtures and/or installations, soil, plants, crops, fences, timber, habitat, livestock and/or any other natural resources on or about the Property arising from Company's performance of the Riding Park Parcel Management Services including by any other user of the Riding Park Parcel with Company's consent. All repair and restoration work shall be subject to (i) the preparation by Company, and approval by City, or a restoration plan for the Riding Park Parcel and (ii) oversight by City of any restoration work completed on the Riding Park Parcel. The obligations of this Section shall survive termination of this Agreement. 4.2 No Liens. Company shall not permit to exist or otherwise to be enforced against the Riding Park Parcel, or any portion thereof, any mechanics', materialmen's, contractors', or other liens ("Liens") arising out of the acts or omissions of Company hereunder. Company hereby indemnifies and agrees to City and any affected portion of the Riding Park Parcel free and harmless lull from all liability for any and all such Liens, together with all costs and expenses, including, but not limited to, attorneys' fees, expert witness fees, and court costs reasonably incurred by City in connection therewith. If any such Lien shall at any time be recorded against the Riding Park Parcel (or any other portion of the Property) as a result of the foregoing, and Company shall fail, within twenty (20) days after such recording, to either (i) pay and discharge the underlying claim and cause a lien release to be recorded, or (ii) furnish to City a surety bond or other security reasonably satisfactory to City protecting City against liability for such Lien and holding the affected property free from the effect of such Lien, the City may, but not be obligated to, take such action or pay such amounts as may be necessary to remove such Lien, and Licensee shall immediately pay City the amount so expended by City, together with interest thereon at the rate of ten percent (10%) per annum accruing from the date of such payment by City until paid in full by Company, or in the alternative City may offset the amount due from one or more Riding Park Parcel Management Fees. The obligations of this Section shall survive termination of this Agreement. 4.3 Company Responsible for Acts of Fmrfloyees, Agents, and Invitees. Company shall be responsible for and liable for all acts and omissions of all of Company's agents, employees, representatives, and any other person or party entering on the Property under the authority or color of this Agreement. In addition to any indemnification by Company in favor of City in this Agreement, Company shall indemnify, defend, and hold harmless City and all of its elected and appointed officials, officers, directors, agents, representatives, managers, and employees from and against all claims arising out of or related to the foregoing described acts and omissions for which Company is responsible and liable, and including any costs and expenses, including, but not limited to, attorneys' fees, expert witness fees, and court costs reasonably incurred by City in connection therewith. The obligations of this Section shall survive termination of this Agreement. 4.4 Company Responsible for Hazardous Substances and Remediation. Company shall not use, store, or transport any hazardous substances on or onto the Property. Company shall repair, remediate and/or restore any condition attributable to or arising from same. All such work shall be performed in accordance with permits obtained from applicable governmental agencies. Upon the expiration of the Management Term or earlier termination of this Agreement, Company shall direct, and pay for, the preparation of a Phase I environmental assessment report for the Property, and for a Phase II environmental assessment if such be required. Company shall be responsible for all cleanup and remediation work which work shall be subject to the review and verification of City's environmental consulting firm. The obligations of this Section shall survive termination of this Agreement. 5.0 INDEMNIFICATION; INSURANCE; CLAIMS 5.1 Indemnifrcation. Company shall indemnify, defend, and hold harmless City and all of its elected and appointed officials, officers, directors, agents, representatives, managers, and employees, from and against all liabilities, claims, damages, losses, and expenses of any nature whatsoever (including, but not limited to any costs or expenses for attorneys' fees, expert witness fees, court costs, and all incidental, consequential, economic, or punitive damages) arising out of Company's use of the Property or otherwise arising out of the acts or omissions of Company hereunder. As a material part of the consideration for this Agreement, Company waives any and all claims and demands against Company for any and all such injury or damages and all other claims of any nature whatsoever. The obligations of this section shall survive tennination of this Agreement. -11- 5.2 Insurance. Company shall maintain from and after the Effective Date and through the Termination Date comprehensive general commercial liability insurance including automobile coverage and blanket contractual liability coverage, with respect to the Property and ingress to and egress from the Riding Park Parcel, the performance of the Riding Park Parcel Management Services, including personal injury and property damages for not less than Two Million Dollars ($2,000,000) combined single limit bodily injury, death, and property liability per occurrence, or the current limit of liability carried, which is greater, and workers' compensation insurance to protect Company and City from any claim made or action brought by any person or entity arising out of or related to Company's use of the Property or arising out of or connected in any way with the acts of Company undertaken pursuant to this Agreement. Company shall provide that the policy or policies or insurance shall be primary and shall name City as an additional insured, with the provision that any other insurance carried by City shall be noncontributing, and shall waive all rights of subrogation. Company shall furnish City with a Certificate of Insurance and Additional Insured Endorsement as evidence of such policy or policies. Both the Certificate of Insurance and Additional Insured Endorsement shall name City as additional insured and contain language that specifically states that each policy or policies of Comprehensive or General Commercial Liability Insurance shall be primary and noncontributing with any insurance carried by City. All certificates of insurance and endorsements shall be signed by a person authorized by the insurance company to bind coverage on its behalf. The insurance companies providing the policies shall be qualified to do business and in good standing in California. Neither the procuring of insurance by Company pursuant to this Section, nor the delivery by Company to City of certificates of insurance and endorsements evidencing such insurance coverages, shall be construed as a limitation of Company's indemnity obligations as set forth in this Agreement. Company shall insure that all contractors and/or subcontractors performing any work on the Property shall comply with the above -referenced insurance requirements prior to entry or work upon the Riding Park Parcel. 5.3 Claims. Company shall notify City of any claims or lawsuits relating to the Riding Park Parcel within three (3) days after Company receives notice of such claims or lawsuits. Any legal fees paid by Company and charged as a Riding Park Parcel Operating Expense shall be for legal services directly related to the Riding Park Parcel and shall not include any Company corporate overhead or administrative fee or charge. The City Manager shall have the right to pre -approve any legal counsel retained by Company to defend the City, and to approve all legal bills incurred in such defense. 6.0 CITY REVIEW AND EVALUATION 6.1 Riding Park Parcel. Operations and Maintenance Evaluation. City shall be permitted to periodically, in its sole discretion, to evaluate Company's performance of the Riding Park Parcel Management Services to determine conformance to the requirements of this Agreement. In the event of any deficiency in Company's performance, City shall provide Company with a written notice of deficiency identifying the deficient items or issues. Upon receipt, Company shall promptly, but in no event more than five (5) days, notify City in writing of the corrective actions to be taken and shall correct such deficiency within fifteen (15) days thereafter, or for such deficiencies which are not reasonably capable of being corrected within such fifteen (15) day period (which shall not include delay merely due to an unwillingness to expend money), Company shall commence the correction within such fifteen (15) day period and shall diligently prosecute the correction to completion. The cost of all corrective actions shall be a Riding Park Parcel Operating Expense. -12- 6.2 Ci Access to Riding Park Parcel. City shall have the right to enter upon the Riding Park Parcel at any time to inspect the premises and conduct the review and evaluation described in Section 6.1; provided, however, that City shall not (except for any public safety or health emergencies) disrupt Company's operations or any events or activities occurring at that time on the Riding Park Parcel. 7.0 NOTICES Any notices which either Party may desire to give or may be required to give to the other Party under this Agreement must be in writing and may be given either by (a) personal service, or (b) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (c) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by notice: If to Company (if by mail): If to Company (if by personal delivery or document delivery service): Mr. Robert Ridland P. O. Box 609 San Juan Capistrano, CA 92693 Mr. Robert Ridland Blenheim Facility Management, LLC 30753 La Pata Road San Juan Capistrano, CA 92675 If City: City Manager City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 8.0 BOOKS AND RECORDS; INSPECTION 8.1 Books and Records. Company shall keep full and accurate books of account and such other records as are necessary to reflect the results of the Riding Park Parcel Management Services. All books and records of Company for the Riding Park Parcel shall be located either at Company's offices on the Riding Park Parcel or at another location in the City disclosed in writing to the City Manager. All accounting records shall be maintained in accordance with generally accepted accounting principles. All such books, records, and reports shall be maintained separately from other facilities operated by Company. Company agrees to maintain reasonable and necessary accounting, operating, and administrative controls relating to the financial aspects of the Riding Park Parcel and such controls shall provide checks and balances designed to protect the Riding Park Parcel, Company, and City. Company shall maintain all financial and accounting books and records for a period of at least four (4) years after the Termination Date of this Agreement, and City shall have the right to inspect and audit such books and records during such period as provided in Section 8.2 below. 8.2 Inspection. Upon seven (7) days prior written notice to Company, which notice shall set forth the date and time that City desires to inspect Company's books and records as -13- pertains to this Agreement, City or its authorized agents, auditors, or representatives shall have the right during normal business hours to review, inspect, audit, and copy the books, records, invoices, deposit receipts, canceled checks, and other accounting and financial information maintained by Company in connection with the Riding Park Parcel Management Services. All such books and records shall be made available to City at the Riding Park Parcel unless City and Company agree upon another location. City, at its own expense, shall have the right to retain an independent accounting finn to audit the books and records of the Company as it pertains to this Agreement on an annual basis. 8.3 Disclosure. City agrees to treat all books, records, financial reports, and, financial documents, including the Gross Revenues reports provided to the City's Chief Financial Officer pursuant to Section 2.1.12.1, as proprietary corporate financial records not subject to disclosure under the California Public Records Act pursuant to Government. Code Section 6254.15, except as may be required to be disclosed by court order. Company and City agree that, notwithstanding the foregoing, this Agreement and all books, records, reports, and .documents provided by Company to City under this Agreement are not subject to that certain Confidentiality Agreement between Company and City dated November 2, 2011. City shall notify Company within three (3) business days of notice to City that a third party has threatened to seek or is seeking a court order to compel disclosure of such corporate financial records and Company shall have the right, at its cost, to seek a court order barring such disclosure. Company shall indemnify, defend, and hold City harmless from any claim, action, demand, or judgment, including but not limited to City's actual attorney fees, arising out of or related to the refusal by the City to disclose to a third party a corporate financial record submitted by Company to City. The defense of any action seeking disclosure of Company's corporate financial records shall be at Company's expense and handled, at Company's option, either by legal counsel acceptable to the City Attorney or by the City Attorney's Office at the rate of $375 per hour. 9.0 MISCELLANEOUS 9.1 Contract Administration. City has designated the City Manager as the individual who is responsible for administering this Agreement on behalf of City. The City Manager may designate a member of his or her staff to serve as the City Manager's designee to cavy out the City Manager's responsibilities in administering this Agreement. Company has designated Melissa Brundes as the individual who is responsible for administering this Agreement on behalf of Company. Company shall notify the City Manager in writing if another individual has replaced the foregoing designated person as the person responsible for administering this Agreement on behalf of Company. The Parties acknowledge that except as otherwise expressly provided herein (a) the City Manager has the authority to approve or consent to those matters identified in this Agreement as requiring City's approval or consent and to make all other decisions on behalf of City regarding the administration of this Agreement (except where City Council approval is expressly required herein), and (b) Company's foregoing designated person or such other individual designated by Company in writing to City has the authority to approve or consent to those matters identified in this Agreement as requiring Company's approval or consent and to make all other decisions on behalf of Company regarding the administration of this Agreement. City's management direction to Company shall be given by the City Manager or City Manager's authorized designee. In addition to such other authorizations granted the City Manager in this Agreement to act on behalf of City, the City Manager shall have the authority, in the -14- event of a dispute involving the interpretation of the terms and provisions of this Agreement, to reasonably interpret the terms and provisions of this Agreement on behalf of City. 9.2 Company is Independent Contractor, Company is and shall at all times remain as to the City a wholly independent contractor. Nothing contained in this Agreement shall be construed to be or create a partnership or joint venture between City and its successors and assigns, on the one part, and Company and its successors and assigns, on the other part. The personnel performing the services under this Agreement on behalf of Company shall at all times be under Company's exclusive direction and control. Neither City nor any of its officers, officials, employees, or agents shall have control over the conduct of Company or any of Company's officers, employees, or agents. Company shall not at any time or in any manner represent that it or any of its officers, employees, or agents is in any manner officers, officials, employees, or agents of the City. Company shall not incur or have the power to incur any debt, obligation, or liability whatever against Company, or bind City in any manner. No City employee benefits shall be available to Company in connection with the performance of this Agreement. Except for the Riding Park Parcel Management Fee paid to Company as provided in this Agreement, City shall not pay compensation to Company and shall not be liable for any salaries, wages, or other compensation to Company for performing services hereunder for City. City shall not be liable for compensation or indemnification to Company for injury or sickness arising out of performing services hereunder. 9.3 Contracts and- Agreements. Except as provided below, contracts and agreements entered into by Company from and after the Effective Date of this Agreement that in any manner relates to Company's performance of the Riding Park Parcel Management Services (including without limitation professional contracts, contracts for maintenance and repair services, pest control, supplies, and landscaping services, and agreements for tournaments, and group functions), shall not, with respect to the Riding Park Parcel Management Services, extend beyond the Termination Date of this Agreement, or if the date for performance under such contract is, with respect to the Riding Park Parcel Management Services, after the Termination Date of this Agreement, then Company shall obtain the prior written approval of the City Manager for such agreements and City agrees, upon expiration or earlier termination of this Agreement, to assume all such agreements it has so approved. 9.4 City Financing. In the event City desires to obtain bond financing or other financing or to refinance existing bond or other financing ("City Financing") which this Agreement affects, Company agrees to amend this Agreement at any time and from time to time, if, in the opinion of the City's legal counsel, this Agreement must be amended to comply with laws, regulations, rules, or procedures applicable to the City Financing, and any refinancing or refunding thereto, including but not limited to those laws, regulations, rules, and procedures applicable to or promulgated by the Internal Revenue Service. City and Company shall meet and confer in good faith to effect such written amendment to this Agreement as necessary to insure the Agreement is in compliance as required by the preceding sentence, which amendment(s) shall be affixed as an attachment to this Agreement; provided, however, that in the event City and Company disagree on the nature or scope of the required amendment(s), either party shall have the right to terminate this Agreement upon thirty (3 0) days written notice to the other party and upon such termination neither Company nor City shall have any further rights or obligations hereunder, except with respect to liabilities accruing, or based upon events occurring, prior to the effective date of such termination, including but not limited to payment of the Riding Park Parcel Management Fee earned by Company to the date of such termination. -15- 9.5 No Assignment Without Cily Consent. Company shall not assign this Agreement without the prior written consent of the City Manager which may be given or withheld in the City Manager's sole and absolute discretion. Any assignment by Company, whether or not requiring the prior consent of City Manager, shall not be effective unless and until Company and such assignee execute an assignment and assumption in a form acceptable to the City Attorney. It is understood and agreed that any consent granted by the City Manager to any such assignment by Company shall not be deemed a waiver of any consent required under this Section as to any future assignment. Any assignment by Company of this Agreement in violation of the provisions of this Agreement shall be null and void and shall result in the termination of this Agreement. In addition to any other remedies available to the parties, the provisions of this Section shall be enforceable by injunctive proceeding or by suit for specific performance. 9.6 Compliance With Law,, Licenses and Permits. Company shall comply with all applicable laws of governmental bodies having jurisdiction with respect to the Riding Park Parcel and Company's performance of this Agreement. Company shall, at its expense, procure and maintain all licenses, permits, and approvals required to be obtained by it to perform the work under this Agreement. Company hereby expressly acknowledges and agrees that City has not previously affirmatively represented to Company, in writing or otherwise, in a call for bids or otherwise, that any work covered by this Agreement is not a "public work," as defined in Section 1720 of the Labor Code. Company shall indemnify, protect, defend and hold harmless the City and its elected and appointed officials, officers, employees, agents, and representatives, with counsel reasonably acceptable to City, from and against any and all loss, liability, damage, claim, cost, expense and/or "increased costs" as defined in Labor Code Section 1781, as amended from time to time, including reasonable attorney fees, court and litigation costs, and fees of expert witnesses, which results or arises in any way from (1) the noncompliance by Company of any applicable local, state and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, if applicable, the requirement to pay state prevailing wages and hire apprentices); (2) the implementation of Labor Code Section 1781, as the same may be amended from time to time, or any other similar law; and/or (3) failure by Company to provide any required disclosure or identification as required by Labor Code Section 1781, as may be amended from time to time, or any other similar law. Company shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. "Increased costs," as used in this Section, shall have the meaning ascribed to it in Labor Code Section 1781, as the same may be amended from time to time. The foregoing indemnity shall survive termination of this Agreement. 9.7 No Undue influence. Company declares, represents, and warrants that no undue influence or pressure was used against or in concert with any officer or employee of the City in connection with the award, terms, or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the City shall receive compensation, directly or indirectly, from Company, or from any officer, employee, or agent of Company, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. 9.8 Covenant Against Discrimination, Company covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of -16- this Agreement there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry. 9.9 Nnnliabilih' of Cir Officers and Em to ccs. No officer, official, employee, agent, representative, or volunteer of the City shall be personally liable to the Company, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Company or to any successor -in -interest, or for breach of any obligation of the terms of this Agreement. 9.10 Governing Low, Attorney Ices; [litigation Matters. The internal laws of the State of California, without regard to principles of conflicts of laws, shall govern the interpretation of this Agreement. In addition to any other rights or remedies, either party may take legal action, in 1 aw or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, Company's monetary damages shall be limited to the Riding Park Parcel Management Fee and in no event shall Company be entitled to economic or consequential damages or to punitive damages. In the event of any litigation arising from or related to this Agreement, the prevailing party shall be entitled to recover all reasonable costs incurred, including court costs, reasonable attorney fees, expert witness fees, and other related expenses. The Superior Court of the County of Orange shall have exclusive jurisdiction over any litigation between the parties hereto concerning this Agreement. Service of process on City shall be made in the manner required by law for service on a public entity. Service of process on Company shall be made in any manner permitted by law and shall be effective whether served inside or outside of California. 9.11 RillI1t and Remedies Cumulative; Waiver. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A Party's consent to or approval of any act by the other Party requiring the Party's consent or approval shall not be deemed to waive or render unnecessary the other Party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 9.12 Several3ilty. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. -17- 9.1.3 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.14 No Relocation Rights. Company shall have no rights under this Agreement for any relocation assistance or benefits whatsoever upon termination of this Agreement, whether by condemnation or otherwise, and Company expressly waives any right to such relocation benefits or assistance it may have under any applicable laws, including but not limited to California Government Code Section 7260 et .seg., the Relocation Assistance and Real Property Acquisition Guidelines set forth at Title 25 California Code of Regulations Section 6000 et seq., the Uniform Relocation Assistance and Real Property Acquisition Act set forth at 41 United States Code Section 4601 et seq. and federal regulations set forth at 49 Code of Federal Regulations Part 24, 9.15 Survival of Covenants. Any covenant, term, or provision of this Agreement which in order to be effective must survive the termination of this Agreement shall survive any such termination. 9.16 Consents. Each party agrees that it will not unreasonably withhold any consent or approval requested by the other party pursuant to the terms of the Agreement, and that any such consent or approval shall not be unreasonably delayed or qualified, except where such consent is expressly stated as within the party's sole and absolute discretion. 9.17 Possessory interest. Pursuant to California Revenue and Taxation Code Section 107.6, City hereby informs Company that this Agreement may create a possessory interest subject to property taxation, and in such event Company may be subject to the payment of property taxes levied on such interest. Any property taxes so levied shall be solely a liability of Company not a liability of City. 9.18 Representations and Warranties. The persons executing this Agreement on behalf of each of the Parties hereto represent and warrant that (i) such Party is duly organized and existing, (ii) he or she are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (.iv) that entering into this Agreement does not violate any provision of any other Agreement to which said Party is bound. 9.19 Headings. The Article, Section, and Subsection headings contained in this Agreement are for convenience and reference only and are not intended to define, limit or describe the scope or intent of any provision of this Agreement. 9.20 Entire Agreement; Amendments. This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. This Agreement may be amended only by an instrument in writing approved by each of the Parties hereto. -18- 9.21 No Third Party ]Beneficiaries. No person or entity that is not a Party hereto shall have no rights in or to this Agreement. This Agreement is strictly for the benefit of the Parties hereto. 9.22 Time of the Essence. Time is of the essence of this Agreement. The parties understand that the time for performance of each obligation has been the subject of negotiation by the parties. 9.23 Exhibits Incorporated. All exhibits and attachments to this Agreement are incorporated herein and made a part hereof. 9.24 Counter arts. This Agreement may be executed in counterparts which, when all the Parties hereto have signed this Agreement, shall constitute one and same instrument. 9.25 Effective Date. The Effective Date of this Agreement shall be the latest of the dates set next to the signature of the Parties hereto, which date shall be inserted into the preamble of this Agreement. [END --SIGNATURE PAGE FOLLOWS] -19- IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the day and year .first written above. Date e :)tAA j APPROVED AS TO FORM:: RUTAN TUCKER, LLP Hans V lgteli - City Attorney Date "CITY" CITY SAN JUAN CAPISTRANO 'k d - 11 Sam Allevato, Mayor "COMPANY" BLENHEIM FACILITY MANAGEMENT, LLC By: _ Robert Ridland :Manager [END OF SIGNATURES EXH[BI I'S FOLLOW] 394/028428-0019 6143924.9 -20- EXHIBIT A DESCRIPTION OF THE PROPERTY THE RIDING PARK PARCEL AND THE RIPARIAN RESOURCE .AREAS (See Attached) II a R. i VF MWIA9 P&* Llcsnsst BoLmdary W Do Not 06*rb Aram _s - Riding Park Access and Use License • Exhibit A EXHIBIT "C" AND "D" OF GIUNT DEED TO THE PROPERTY OUTLQgLG— USE RESTRICTIONS AND PERMITTED_USES e A ached 12 EXHIBIT C USE RESTRICTIONS —PARCELS 7 AND 8 (C-1: Exhibit 4.1-3 of Ranch Plan EIR C-2: Section III -H of PC Text C-3: Section 111-J of PC Text) [ATTACHED] DE32/21183021 2 .9 Y -i 6 ;,I wl MEN 'f'�! /Legend -- ® Tro elareevR Cr+u HsanoNpkN Yhfa HIOk7:A2 r f �� � rneor�cnnaa 1 � *. Ts��aa lA,rsrrtas Nnra�aelm(Lemanwa.s, ® Stam 5d4 p® ww twftft*a Key Viewn 3F1'f10 San Juan Grsk lU 3tadon Existing Land Uses in Planning Area I The Ranch Plan s s Pl..ft Bourdmka PM.Wq New BW14-V �o^rn�r •q(IC1 i w11 sea�rai e�la+IngL.W V. Lewd ' EMIrQ Uses i lceW NWa 9 RMV fia."J &Wunp AGAR re 54—I RWr C -v, pxus INns Exhibit 4.1-3 9 2, 000' y 1, AGl- CULTURAL AND OTHER EXISTING A-6117 ON-GOING USC'S The purpose arid intent of this Section is to allow for uses compatible with the existinri agricultural and low intensity nature of the t�ancfl lalan PC area, and consistent with the Al "General Agricultural" DisiTict RegLllatlons of Zoning Corse rection 7-9-55. These uses include, non-agricultural uses consistent with the open space nature of agricultural uses. It is also intended that these uses Ar•iculturai and non-agricultural) may be allowed as interim uses within Ranch Plan PC Planning Areas designated for future development. 1, Agricultural Uses: The following existing, relocated and future farming aria ranching uses shall be allowed within any Planning Area, in addition to uses allowed by the Al "General Agricultural" District Regulations per Zoning Code Section 7-9-55, subject to mitigation measures identif«ed in the Ranch Plan Final Program E_IR 5139, per the procedures described in Section III.1-1,3 hereof: a) Grazing (cattle, horses, sheep, gloats, etc.). b) Farming (citrus fanning, dry farming, and row crops) . c) Caretaker housing arid related facilities in relation to on-going agricultural and ranching operatJions, including the "ranch House" residence located south of ).- Ortega Highway in Planning Area 10 and the "Horse Ranch" residence at 33101 Ortega Highway in Planning Area 4. cl) Employee quarters related to agricultural uses. e) Livestock feeding ranches in compliance with applicable health and safety regulations. I- f) Packing plants for agricultural products, `•} g) Permanent facilities for sale of agricultural products grown within the Ranch Plan PC Area. W Apiaries (if 150 feet from a stroet or highway, 4G feet Fran) any Property line. r,•'v n- G^,azi"./l r�•,Ti a:.l-r.ilw•j:9Y- and .1-rc lIY.a E 1'00 fcxvt fl -CM. I �j F Parch Plan PC Program Text as Approved November 8, 2004 by Ordinance No. 04-01d PagE: 8e, I h) Wholesale nurseries (including 'free of Life Nursery, Color Spot Nursery, DM Color Express Nurseries, Tru -Green Wholesale Nurseries and O'Connell Landscaping yard), i) Commercial stables (including OakslSlenheim/Rancho Mission Viejo Riding Park, Oaks CorrallJ, Irvine Smith: RJO Horse Ranch, St. Augustine`s Training Center and Stables. i j) Research and development testing facilities and-+ctivities (including TRW, Northrop Grumman 8 -pace Technology -and Propulsion -Testing Site): - j k) Waste disposal operations and related uses (including Solag Disposal, Tierra Verde Industries and La Pata Greenwaste). 1) Storage of recreational vehicles, campers, trailers and boats rn) Recycling and trans ferlmaterials recovery facilities per Zoning Code Section 7-9-146.12 (including Elwes Materials Asphalt recycling), n) Surf,,,,icr-, mining and quarrying of rock, sand, gravel, aggreg@te, earth, clay and similar materials per Zoning Cotte Section 7-9-104 (including California Ranch flan PG Program Text as Approved November 6, M04 by OrdinancF No 04-014 Page 87 f�xisfiaig Ones: The following existinea uses ,3hall be, allowed in appropriate locations throughout the Ranch Pian PC Area, per the procedures in Sectioll 111.1-1.:3 hereof: a) Rancho Mission Viejo headquarters ("Oficina") at 2U11 Ortega Highway, including a helipoit_ b) Ladera construction offices at 288'11-A Ortega Highway. c) Rancho Mission Viejo maintenance yard at 28672 Ortega Highway. d) Ranching facilities also used periodically for recreational purposes (including "Cow Camp" at 31471 Ortega Highway, and "Arnantes Camf3 ` and "Carnpo i Portola" within Planning Area 10). e) Communication transmitting, reception or relay facilities (including I AirTouch/PacBell Wireless, Bell South, Saddleback KSBR, SDG&E, and SCE) and RMV Telecom antenna sites. } f) Public/private utility buildings and structures, g) Existing infrastructure facilities including but not liiraited to aft existing ranch roads, pipeEines and utilities. Of particular note, reconstruction of the San Juan Creek crossing of roadways and utilities connecting Planning Area 3 to N Ortega Highway shall be allowed in the event of storm damage. h) Wholesale nurseries (including 'free of Life Nursery, Color Spot Nursery, DM Color Express Nurseries, Tru -Green Wholesale Nurseries and O'Connell Landscaping yard), i) Commercial stables (including OakslSlenheim/Rancho Mission Viejo Riding Park, Oaks CorrallJ, Irvine Smith: RJO Horse Ranch, St. Augustine`s Training Center and Stables. i j) Research and development testing facilities and-+ctivities (including TRW, Northrop Grumman 8 -pace Technology -and Propulsion -Testing Site): - j k) Waste disposal operations and related uses (including Solag Disposal, Tierra Verde Industries and La Pata Greenwaste). 1) Storage of recreational vehicles, campers, trailers and boats rn) Recycling and trans ferlmaterials recovery facilities per Zoning Code Section 7-9-146.12 (including Elwes Materials Asphalt recycling), n) Surf,,,,icr-, mining and quarrying of rock, sand, gravel, aggreg@te, earth, clay and similar materials per Zoning Cotte Section 7-9-104 (including California Ranch flan PG Program Text as Approved November 6, M04 by OrdinancF No 04-014 Page 87 i� • i� 1'vrtlaurcl CernentlGatalina I`'ac,lfic Corrcrtate South, C.alifOrfk) `a11rcW09l'by Norton, 'Transit Mixed Concrete Company/City Coriciete, Olsen la�avingstoiae, In(. and Sierra Soils). I� o) Resource mitigation sites for the preservation or replacement of native, riparian or other biological habitac, as approvers by the appropriate regulatory agency (e.g.. Army Corps of Engineers, U.S. Fish & Wildlife, Service California Ueparttltent of Fish and Game and/or the Cai.rnty) :�. t'r•orc.cir.tres: r Contini.ration of Existing Uses 1) Agricultrarcal and existing lues listed in Sections 111.111 and Iki.H: , I aspectively, may oontirnue in their present location(s) in perpetuity without steed for subsequent permitting or approval. 2) Any buildings, struaures or other facilities utilized in connection with an establishedfexisting use may be repaired. replaced or modified !without obtaining new permits or approvals,• provided, however, that any and all construction activities performed in furtherance of the repair, replacement i and/or modification of said buildings, structures arid facilities shall cotnPly with applicable building and safety codes. t� 3) in instances where a use listed ill Sections iII.H 1 and 111M.2 is allowed per a Use Permit, and that particular Use Permit is subject t© a time limitation, the Use Permit may be renewed adnrirristratively fuer approval of the Director, J:IDS. Expansion of Existing Uses 1) Agricultural Uses — Any agricultural use iisted in Section 111.14.1 may be expanded without the need to obtain a prier permit or other approval from the County. Notwithstanding, expansion of an agricultural use may f require the Issuance of a permit or other formal authorization f(am a �r k ,. ...�:.�,.- /-, yam} rrr e„ d • i�C'd ei LSI U, state -agency p is to con enmcncume Iii r. of tie-' �•�•i �'�n41 {�..d t facillbj, Additionally, any construction activities performed in furtherance of the expanders use shall comply with applicable building and safety codes. 2) Existing Uses —/any existing use Identified in Section I11.H,2 may be expanded without the issuance of new County approvals or penriits, provided that: i (a) Any expansion shall fully comply with :all existing developrnLnt and permitting standards for the particular use; Rai ich Pt1n PC Prograrn Text as Approved November d, 2004 by ordin,9n%e No. 04.014 Prige 68 ;:J ;:I !-J (b) All canstr+action activitiCs performed in fLnthernnce of the uxpansion are conducted ill accardtance with applicable building and safety f:ocles; and (c) All necessary permits and/or authorizations from applic"'Ihle federal and state agencies are obtained pior to commencement or use of the expanded facility. r,. Relocndon of Existing Uses Agricultural Uses — Any existing use identified in Section IRI.! 1.7 may be relocated within or throughout the Ranch Plan PC Area without the need for Issuance of a new permit or other prior approval from the County. Notwithstanding, relocation of an existing agricultural use may require the issuance of a pemilt or tither formal author'ixatiori from a state or federal agency prior to the desired relocation. 2) Existing Uses: — Any existing use identified in Section lil.l-i.2 may be i relocaf ted within or throughout the Ranch Plan PC Area, provided that: (a) A site Development Permit shall be required, per Zoning Adr-ninistrator '. approval, in accor-dance with the provisions of Zoning Code Section 7- 9-15+3.3(d); (ta) All necessary permits anular authorizations frau applicable federal an state agencies shall be obtained prior to re(ocation. i� d. New Agricultural Uses: Consistent with the provisions of Section above, new agricultural uses (as well as any authorized uses identified within the Al "General Agricultural" District) snag be conducted within any Planning Area without the issuance of any County approvals or permits, provided that.- -1) hat: 'I) A.II news facilities, structures and buildings shall comply with existing development and design standards; I Z) AII� bnstriactio i' ctivi`ii s pe+fdr d" til putt cticil With the e tatylisfirrterrt 1. of the new use(s) shall comply with appilcabie building and safety codes; and 3) All necessary permits and/or authorizations from applicable federal and state agencies shall be obtained prior to commencement of tate new use. Manch Plan IAC: Proirr,,Iin -reit as Approved NQV61ri]Br 8, 2004 [jy Ordina,7c;e Nc) 04.014 Page 89 <� l;Yt!l'FN_MPItl0t!MFTED ,-he purpusu and intent of this Temporary Uses Perrrtitted 0apte1 of the i'� .,rac;ia F'Irin f l r .fi^Xt is to list all temporary uses that shall be aIIUNJed witFlln axil " larining Arctars and 1�s , critegolles (with the exception of the Open Space (Section ill_Ij catenory; unless otherwise restricted below. Said temporary uses Include, but are 1101 liMitr:cl fj to: "1 , Construction activities (including the installation of construction offices and the atoraage of equipment and Materials), >_ Construction office. The temporary use of a construction office daring the .onytructian of a main building on the scarne site shall he [)Permitted upon the Lj following conditions: a, A temporary construction office shall be removed or shall be converted to ra permitted use prior t0 the issuance of a uertificvte of use and occupane;y for the main building or buildings. it construction is phased over a length of time, l the perraail may provide that certificates of use and occupancy may be issued for completed buildings, except the last buildings to be cornpleted, farior to rernovai or conversion of the temporary use, 3, Continued use of an existing building during construction. The use of an existing, lawfully established building may continue during construction or relocation of another building on the: same building site, in compliance: ,4vith the following provisions: 7 C' onformity with regulations. Prior to occupancy of a new building, the existirng building will be brought into conformity with any additional regulatio;a rendered applicable by the placement of any new building on the site. Conformitywili be accomplished by removal, reconstruction, relocation, conversion, change of use or any combination thereof, j b. Guarantee of completion. The Director, PDS, shall require the landowner to provide a guarantee, which may include a bone, to ensure full compliance with applicable regulations upon completion of the new building or sooner if, in the opinion of the Director, PDS, work pertaining to the completion of all facilities required by law is not being diligently pursued. 4, Temporary excevationlextra„ tion of ronstruction aggregate Or construction re(zitad niateciais_,exuacticrc.shail_be allovted,during constructLon_gra>_ting..and on= ;pito un—k iri Dov ing activities to piur f 4ot'�!' pi oject construction efficiencies and hmit long-range: transportation of construction aggregate and construction related material subject to all of the following conditions: a. such temporary excaavationlextraaction use would be included in applicable: grading or Site Development Permits for a development protect anti consistent with the Ranch Plan PC and Final Program EIR Stilt. L) _ Fxpoltation of any surplus excavated/extracted constructior, aggregate car uonstruction-related !7aaterials shall l7e limited to private or p_Iblic coristrw lion pro ects within the boundaries of the Ranch Plan PC Area. c. Exportation of any surphis excavated/extracted construction aggregate or Construction related materials within the protect site shall be allowed only R,"Ich I'lin F'C; Pro,rnin Text es Appiroved Novernoer 6, 2004 by OrdifiemGu 110 o4-014 i nqL' 96 when �Ietual corlr+lruCtlOI) grading and (aarthniOVinq aE:[IVitiL'S h@ B, cornmencpd and shall craase when it is determil IE d that construction grading and earthrnoving activities have terminated, have been indefinitely susl>e rick ct, or arc: no longer being actively pursued for the development project. t3. Commercial coaches. A temporary commercial conch may be permitters subject tc approval of a Site Development Permit in accordance with Section ti.C, "Site Development Permits," and subject to the following. a. Time limitation A Site Developinellt I'errrsit @(,-Plication for a ternfaorary cornmercial coach may be approved for a maximum of two (2) years frorn (tic - date of approval. b. Cash bond. A cash bond in the amount of five hundred dollars (:6500.00) For 1. each commercial coach unit shall he posted with the Dlrectoc-, PDS, to guarantee the removal of each con•rtnerciai coach unit upon I.he expiration of the Sitr t7€:vejtjp rent Permit. 6 C:,hristrnas tree sales €acilit`j. A ternporary Christmas tree sales facility shall be oer•mitteci subject to the following mquirernents: r�. Date of opening. A Christmas tree sales facility shall not be open for bossiness i` during any cate:ndar year prior to the clay after Thanksgiving. However, n7inistedal permits necessary to establish the business may be issued by (november 15. b. Merchandise to be sold. A permitted Christmas tree sales facility shall not engage in the sale of any merchandise not directly associated with Chiistinas trees and Christmas decorations. c. Electrical permit The applicant shall secure an electrical ;permit frorn the Director, PDS if [lie facility is to be energized. cl. ?ernEav@II of f6c9lity. The facility d~rall be rernoved and the premises shall be clearer, of all debris and restored to the condition pricer to the establishment of the facility within fourteen (14) days after Christmas. E'.. Fire prevention standards. Each Christmas tree sales Facility shall comply with fire prevention standards as approved and enforced by the County Fii Chief. r. I-latloween pumpkin sides facility. A ter'nporary t-lalloween pumpkin sales facility shall be permitted subject to the following requirements: a, Date of opening. A Hal(oween pumpkin sales facility shall not be open for I business during any calendar year prior to October 4. b. Merchandise to be sold. A permitted Halloween pumpkin sales Facility may not sell items not directly associated with pumpkins and Halloween decorations. c Electrical pr;rrrrit. The applicant Shall secure an eieGUiCal permit frorn tare Director, PDS if the facility is to be energized. Qmwrdh P17r1 PC Proyrzim Text as Apprwo(l: Novarnbcr 8, 2()04 I)y Or,Einziriml No, 04 -Q14 R:ige 97 (. Rc;moval of facility. The facility shall be; removed and the premises cleared of oJI debris and restored to the condition prior to the establishment of the facillty ,. by November 14. e. Fire prevention standards, The facility shall comply with 'fire prevention stan(fin rds as approved and enforced by the County Fire thief. is. Special outdoor gatherings, The temporary use of property for special outdoor gatherings inch`ding, but not limited to, pageants. fairs; carnivals, rodeos and othr:r athletic, religious or entertainment events. Such activities are permitted, without regard for other land use regulations to the contrary, in any open space; Planning Area in compliance with the following provisions: a. Activities on property owned by or leased to the County and public road rights- of-way icdhts- ofway may require an encroachment permit issued by the Director, PDS. b, Private Outdoor gatherings conducted within open space areas (including those open space areas regulated by Section 111,1) shall not be subject to the re�;trirtions and requirements established in Zoning Code Secti€�n 7-9-136.11, "Special Outdoor Gatherings". c. The temporary use may be permitted 'for a period not to exceed ten ('10) consecutive nays. Events recurring more than four (4) times in a calendar year are nut considered temporary. d. The Director, PDS may require a cash bond or other guarantee for removal of the temporary use, cleanup and restoration of the activity site within seven (7) ;:lays cf the activity conclusion. e. Applications for permits/certificates required by subsections "a," and `b " above, shall be referred by the Director, PDS, to other affected County agencies as may be appropriate for review and comment. f, Related issues including, but not limited to, police/security, food and water i supply, use of tents and canopies, sanitation facilities, medical services, noise, signage;, fire protection and traffic control shall be satisfactorily addressed as may be required by the Director, PDS, Sheriff, Fire Chief, or Health Officer in their administration of other County codes. Such other codes may require the applicant to obtain permits such as building, electrical, health and tent permits. 9. Farmers' Markets and off-site sale of agricultural products. A temporary stand for - the rsate of s-easonal agricuitcrral, products -not grown withal the Ranch -Plan PC; l20 Area shall be permitted subject to the following requirements: a. Establishment of use/time limit. Prior to beginning sale of any product, the applicant shall obtain a temporary Certificate of Use and Occupancy for land from the County, The Certificate shall be good for a period time of not to exceed 90 days from date of issue. b. Merchandise to be sold. The stand shall be limited to the sale of agricultural products, is c. Electrical permit. The applicant shall secure an electrical permit from the: Director, PDS if the facility is to be energized. arich PI -an PC Frogram Text as Approves; Ncivembel B, 2004 bly Ordinance No, 04-014 Nage 93 8 I el, removal of facility, The facility shall be rpmoved rand the prenusos c;ieetrud oi' ill debris and restored to the condition prior to the establishment of the facility within fourteen (14) gays of the expiration of the th-ne limit. Fire prevention standards. The facility sl,fall comply with fire preverilion standards as approved and enforced by the County Fire Chief, w� f. Site Development Permit. In addition to the above requirements, an approved Site Development Perrnit in accordance with Section 11 C, "Sits Development Permits," shall be required. -10. Fireworks displays, as allowed by the Orange County fire Authority. '11. Subject to the approval of the Oirector, PDS, a landowner may conduct such other temporary uses upon his property as are consistent with the purpose and intunt of this Section. y� I� 1. Ranch Plan PC. pfograrn Text as Approved glove-niber n, 2004 by Ordinences No, 04-014 F�Iqe 99 I EXHIBIT D MAXIMUM ALLOWED TRAFFIC [ATTACHED] MM21183021 2 Maximum Allowed Traffic Subject to all applicable governmental laws, rules and restrictions, Seller places no restriction on City relating to the maximum number of trips to and from the Property on weekends and the following holidays: New Years, Memorial Day, Fourth of July, Labor Day, Thanksgiving and Christmas. The maximum number of trips during the weekday P.M. peak hours from the equestrian facilities, sports field complexes and other allowed uses on the Property shall not exceed a total of 203 trips (combined inbound and outbound trips). The City may allocate these trips among the allowed uses in its discretion so long as the maximum number of trips specied above is not exceeded. For purposes of calculating the number of trips from equestrian and sports field uses, a trip generation factor of 1.0 P.M. peak hour trip for each permanent equestrian stall, and a factor of 20.67 P.M peak hour trips per sports field/soccer field shall be applied. Cxr�ianation oFand Currie to Apniicatdon ar the "Maximum Allowed Tri&' Restriction Based on projections of future frail c associated with Planning Area 4 of the Ranch Plan, which includes the Property, Seller's primary concern is the traffic to be generated during the weekday P.M. peak hour (i. e., 4:45 p.m. to 5:45 p.m.). For that reason, the maximum allowed traffic restriction set forth above is keyed to the weekday P.M. peak hour. In short, the restriction requires the City to manage its operations and events to ensure that traffic generated from uses on the Property during that time period would not exceed 203 trips (combined inbound and outbound trips). As noted above, the City may allocate these trips among the allowed uses in its discretion so long as the maximum number -'of trips specified is not exceeded. 082/21183021..2 Given the nature of the uses to be conducted on the site, which are expected to be primarily a continuation of uses conducted an the Property over the past several years, it is not expected that the traffic limitation would unduly restrict the City's use of the Property. For example, most of the horse shows typically occur over 2 or more days and are low spectator events, with traffic to and from those activities being spread more or less evenly over those periods. Furthermore, horse trailers do not generally operate during the peak hours, It should be noted that the above -stated trip generation rate of one (1) P.M. peak hour trip per horse stall does not pertain to the temporary stalls used in conjunction with the horse shows. That rate pertains to permanent stalls expected to be associated with the one (1) allowed commercial stable on the Property_ Thus, for example, if there were 50 occupied horse stalls at the commercial stable, they would be expected to generate 50 trips during the P.M. peak hour. WIM regard to sports Tieldlsoccer field uses on the Property, a factor of 20.67 P.M. peak hour trips would be applied as stated above. Thus, for example, if there were 4 sports fields/soccer fields in operation during weekday afternoon/evening hours, a total of 83 P.M. peak hour trips would be expected. In summary, the cumulative trips associated with the horse shows, the permanent horse stalls and other allowed uses such as sports field uses (see below), would be considered in determining whether the maximum allowed traffic limitation was being complied with, Using the above examples, with 50 permanent horse stalls and 4 sports fields, a total of 133 RM. peak hour trips would be generated, leaving 70 P.M. peak hour trips available for any horse shows or other events taking place at the same time It should be emphasized that trin.y to and from the Property nn Neekend rja o (i aillyd:y and Sunday) and the holidays described above are not restricted. Thus, it would be expected that major events on the Property would be held on these days. /n fact, given the maximum allowed traffic limitation, any event that would result in more than 203 P.M. peak hour trips, when the traffic from that event is added to traffic from other allowed uses on the Property, would be required to be held on the weekend in any event, the City is required to regulate any proposed major weekend activity such that it would not create significant adverse impacts on the circulation system and not adversely affect existing 08212118,30212 and future residents In the area due to parking, dust, noise, light and glare or other impacts. To help reduce the potential for light and glare impacts, RMV has prohibited the use of permanent lighting on the site. The epplication of normally required conditional use or other permit requirements of the County (or the City, after annexation of the Property), and CEQA review associated with such permitting, would be expected to adequately regulate such events and to ensure appropriate mitigation measures are applied where indicated. oa2121183021 2 MA.IN"MNANCE PLAN FOR -PARK LAND NwNgl_!3..i f� trt "t.lTlirit_i l :rEl1r Aulowl wd trrit;at on Seat Nuinlain the irrilt;.l6on s; stctll inall Operalioll-al rondilioll. M] Sysicills to h( Operationally insiwcled weeklY. j1giu:;t and tltillor rt:rair as re(luircd (Or NON" coverage. (Minor rt 1�:1irs ;tre thc� k c(il)alale of k►cillg Ca1t(luctetl l?r, l'il ttileittl ,t:tff atl(l not requiring slgllilic:tilt nta[rrial-1 • 1(iasnt;tits ali itrigatioll water schecdule s:nd ldjusl as required. i`crtilivatioll: Mairltain lilt: C (m, frees in :t llc;'iltill' OM(litiOn. • T�t'iec aitrlu,tll}' (l;clrnl<kry orid October) or as required. provide su1plie.$). Spaying: Maintain the Citrus Tr CS itt a hc;tltll(` e(�ittlitik�n. As required M 1113illl:liti Cilttly `fret s lrce of.111 I1cst. (Cit`° In provide sullillies). \Veedini: Malinu_tin an ae"thOicadlp appealing arltear'lklce. • Weekly ,lr a5 required to ill:ttilMin area weed Iry •. Rodent Conlrill: Nklabaain area free art".ill gmum Imnowwg rudmvs Or others which could callse hytill to Chrus'f`recs. • Area tit Inc ill-SIVeMi ►teel:lp and tre.ged as required with maierials ktr devices llut rt`Clltirilll', it liccitse (or tk(,Ililttii iEe!'Itll� I?C,til:I(I+'ti. (Citp In 11t"i'1o'!(iG ti1.iij1711Cti?. Tire Mainlenll.tice: 1Oriit'tain a, at:s;hEti+~aHy appealbg arr arnnee and IN tilt health ()l Citrus Trees. • Al. jusl (seer Vetting as napired. \laitl(,tin trec acus as required. • Trim as rtrqttirvd all sucker grc,wd, 111d Cree of am de;u1 won? Prier .el R, C 1101-1-111 iitk:_r Control: %Vcckl� runl(tval of litter :krld debris (Cily to Ian)\ i&O "kasle. (:�►il t:l l tti r � ;l5 1'e(141! r(".d 1. 'free OM: • 1'�".iter gkiartrrl} or a4 re►14iirk:d t►►a[ur irua}: !r(1[►treklt • \I;.tiiltain trC +'ells as requirQci_ • 'lilliaill all ae"tllk:ticall► appealing, allllcalaiicc I'riin as rC[1114rt'd 10 Itl Shrub ("tire-. • %V,(ler 11t0:rthiv OT' IS rcquirA:d (wafer (ruck regoired). • Trim as rvquircd io maintain all ac:titLtit:tll}° 1Ppe;1l1ng appcarance atad frac of all diad INNA Rodent Control Buildings: Provide R'r;t ('t)ittrol ;rrtutnd all buildings t ul s€rttetti.rea With materials or device, not wquirhig a licrnsc for administcring Ezlaticicicy. Wit)' fry pr< Icic Supplies). Con€ o Public. Nvithirs'_41 hours, for gran iti r01141v1,31. Sl f -l4- -t4 + rX II f) flcs, fC:nCeS 1lACVj)f olher Structure" at the cild of cach (lay lit the 1tci tc cl tinter tilt' Park and Park facilities cloy () tCn s -arcs, fence"' ,tncl:'ur other structures each tnornin5 at the posted tines #hc Park and Park fac.ilitit�s ttlrcn. x, 11l1trol tic entice Vak and 141citit.ics ttcicc —1 khl% attcl itntnccii;url) CL�N�I'l. tirtr' i 1'1i1lC. IgUl ttrlCt err 111Cciical cincruency to til ttlTu IPri;ile authoritics..tncl r�lyttirl ;tttr� �t�4ii � ictletllctina l?r��tttl4#i4' I�'� tltc (.�Il)', �. ., x� .•p• -Ii. 1' \ 1101��, —rill SAIY,11'r1V C'Al'14'1"Rr1M.) RULES AM) ltl•.CL.l,ATIONS' I , No Levi, to loam 9,ltes, fell",; at1,1;'or ntllc.r truc.tl.trrs shall he made or olhery iw installed •+itll+rl►t the co►l out nf ilie Citi' of San Juan C'ltristrano i "Ci I%` I: and t tall+) of ental ker- to :anv Stich lvwk- ga%% reilce or titrttcture which is 1lol filtif;lllcd by 1110 mitt' ;hall IV Jeli%cnA to tlle. (."ilk pries to the L1tll►7a0011 lllefe0{. All dates, dwrs luld sirltihlr tlecrs5 mid cnnuoi Points: shall he e1,1se(I upnn passaee ihromgh the same. ill trash and :irl�ris shall he removed frolli the Prallcrt) . 1'C11iClC spt:.ed ti11 111 llot exceed 15 miles per llrlur. S, 1`1�tle ctii`tltc t'cs11c►wirtg :shall he ivrmifted oil the property: drugs or riart chic, lex eill subject to a written medical prescription tlts!r fOr'111d "'hick is evidenced thcrvonl: bunling. fishing: and lircltrms" 6, l rllisil to acrid from the Rid np Parl+ ParcO fir uwe shall be lilllit:•ci to C6 delillt:tited roads: and no off-road trav:l and -or L►`:e is pennitted except in WCOrdo lice wilh [lie«written consctlt or w Own usi agri enit tlt iwsuetl Esti the C'ii} ?. N11of an1•illing (e.a, plami. artllauls. etc-) found or 1{+C.netl tk(Xfil tllt Prur'erj, c.xccpi ill i1t CE3riii1rlC e w itll the wrilttm cslltsellt or willi.tl -Lareellieril eXk: ttte+:l by the City. .Na stooge Ul' ilill11131n"' ill ilti Ihi li, upt?n the Property' tn\c pt til ,tce.sirdal1ce L4'itlt illi: tVlilttt:rl ctH1! t Itl or � rittC11 ttgrcrt lent e"xectited In tits: 9. Ariv arld all t1w is limited to "official" (and not "petwil ll" ) llrl1•p0 :S. EXHIBIT C INTENTIONALLY DELETED 394/028428-0019 6143924.9 a11/)3/14 EXHIBIT C EXHIBIT D RULES AND REGULATIONS 1. No keys to locks, gates, fences and/or other structures shall be made or otherwise installed without the consent of the City of San .Tuan Capistrano ("City") and a copy of each key to any such lock, gate, fence, or structure which is not installed by the City shall be delivered to the City prior to its utilization thereof. 2. All gates, doors, and similar access and control points shall be closed immediately upon passage through the same. All trash and debris shall be removed from the Property. 4. Vehicle speed shall not exceed 15 miles per hour. 5. None of the following shall be permitted on the property: drugs or narcotics (except subject to a written medical prescription therefor and which is evidenced thereon), hunting; fishing; and firearms. 6. Transit to and from the Riding Park Parcel or use shall be limited to City delineated roads; and no off-road travel and/or use is permitted except in accordance with the written consent or written use agreement issued by the City. 7. No removal off anything (e.g., plants, artifacts, etc.) found or located on the Property except in accordance with the written consent or written agreement executed by the City. 8. No storage or dumping of anything upon the Property except in accordance with the written consent or written agreement executed by the City. 9. Amplified speakers systems shall not be utilized in any capacity before 7:00 a.m, or after 10:00 p.m. Monday through Friday or before 8:00 a.m. or after 10:00 p.m. Saturday and Sunday. 10. Any and all use is limited to "official" (and not "personal") purposes. 394/028428-0019 6143924.9 Al 1/13/14 EXHIBIT D 32400 PASEO ADEL,ANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493-1053 FAX www. sanj uancap istrano_ org W TRANSMITTAL Wel Mr. Robert Ridland Blenheim Facility Management, LLC. P.O. Box 609 San Juan Capistrano, CA 92675 DATE: November 24, 2014 MEMBERS OF THE CITY COUNCIL SAM ALLEVATO I ROY L. BYRNES, M.D. LARRY KRAMER DEREK REEVE © JOHN TAYLOR FROM: Manny Ruelas, Administrative Specialist (949) 443-6308 RE: Riding Park Management Agreement Thank you for providing documentation confirming compliance with the terms of the agreement related to insurance. Please keep in mind this documentation must remain current with our office during the term of the agreements. If you have questions related to insurance requirements, please call me at (949) 443-6310. If you have questions concerning the agreement, please contact Cathy Salcedo, Executive Services Manager at (949) 443-6317. Enclosed is an original agreement for your records. Cc: Cathy Salcedo, Executive Services Manager San Juan Capistrano: Preserving the Past to Enhance the Future 0 Printed on 100% recycled paper It- I MEMBERS OF THE CITY COUNCIL SAM ALLEVATO I ROY L. BYRNES, M.D. LARRY KRAMER DEREK REEVE © JOHN TAYLOR FROM: Manny Ruelas, Administrative Specialist (949) 443-6308 RE: Riding Park Management Agreement Thank you for providing documentation confirming compliance with the terms of the agreement related to insurance. Please keep in mind this documentation must remain current with our office during the term of the agreements. If you have questions related to insurance requirements, please call me at (949) 443-6310. If you have questions concerning the agreement, please contact Cathy Salcedo, Executive Services Manager at (949) 443-6317. Enclosed is an original agreement for your records. Cc: Cathy Salcedo, Executive Services Manager San Juan Capistrano: Preserving the Past to Enhance the Future 0 Printed on 100% recycled paper