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18-0116_BLENHEIM FACILITY MANAGEMENT_F1a_Correspondence 31/16/2018 Fla January 16, 2018 City of San Juan Capistrano (via e-mail) City Council Members, I write to you in my personal capacity as a resident of San Juan Capistrano and a friend of each of you. My comments below in no way reflect views or positions of the school district. I have examined the agenda materials for your meeting today, January 16, 2018. Two items, A4i (closed session) and Fla are related to operations at the "Rancho Viejo Riding Park at San Juan Capistrano" including the appropriation of more than $750,000 in public money for this purpose. Relying on the Executive Summary, the city finds itself in a relationship Blenheim that purportedly violates IRS "regulations and guidelines", pertaining to use of tax-exempt bonds to finance a private business activity. The Blenheim relationship has existed in its present form since the city acquired the Riding Park eight years ago without IRS enforcement action. The Fla recommendation of city staff is to alter the relationship with Blenheim for the next 18 months, until such time that the tax-exempt bonds can be called in August 2019, after which it is implied that they be replaced with new taxable bonds. However, the fundamental logic of the recommendation is faulty, since the proposed agreement is offered as a solution to the tax problem that would make replacement bonds unnecessary. In other words, the proposed agreement is not "interim" at all. It is a new form of long-term relationship with Blenheim and should be evaluated on that basis alone.' The implications of the proposed agreement go far beyond IRS issues and replacement bonds.' The new agreement seeks to establish Blenheim as a mere contractor to the city and the staff recommendation describes this (page 2, paragraph 5: "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 re uirement for the City to have direct financial res onsibilit for operations, the City will also pay for certain event expenses and operating costs including monthly utility costs." ' The convoluted justification for the proposed agreement appears to be an effort to create a sole -source justification for awarding the city's concession to Blenheim. 2 Will replacement taxable bonds be obtained in 2019 at interest rates comparable to that of the existing tax-exempt debt? By creating this new relationship, the public will incur new financial obligations of unknown magnitude in connection with the events managed by Blenheim. The staff recommendation identifies $1.26 million in annual expenditure (or $1.89 million for the term of the agreement), to be offset by uncertain event revenue (i.e., an estimate). Frankly, the idea of risking more than $100,000 per month in public funds to perpetuate private equestrian events at the riding park is objectionable by itself. The calculation of a "net operating profit" described in the staff report excludes the utilities expenditures (paid by the city) and depends entirely on the number of events, the financial success of each event, and the financial integrity of those handling the money. What is worse, once this agreement takes effect, the city will be solely liable for the consequences and behavior of Blenheim and event participants. While the agreement provides for a small liability insurance policy (insufficient to protect the city from claims made by event participants), there is no protection against environmental damage or administrative fines arising from events on the site. Will the city now hire additional staff to monitor the event activities? At what cost? How is the public purse protected from these obvious consequences of Blenheim and event participants? While the structure of the agreement contains many good elements, several are missing or just erroneous: 1. A cap or limit on the amount of money that may be advanced to Blenheim under the agreement, 2. A performance bond to ensure that events planned by Blenheim and underwritten by taxpayers will actually take place (i.e., that Blenheim will perform), 3. The indemnification clause (paragraph 5.1) is insufficient protection for the public under present circumstances, and the second -to -last sentence is either a typo or nonsense ("..Company waives all claims and demands against..." itself? 4. The concessioner is to handle all funds constituting income from the events without practical oversight. In summary, this agreement creates a new city concession without competition. It offers generous and unlimited financing the concessioner. Finally, it establishes for the first time that the city is solely responsible for environmental consequences of arising from operation of the Riding Park. I believe the whole matter should be sent back to staff for further consideration. Sincerely, Jim Reardon