18-0116_BLENHEIM FACILITY MANAGEMENT_Riding Park Management Agreement RIDING PARK MANAGEMENT AGREEMENT
BY AND BETWEEN
CITY OF SAN JUAN CAPISTRANO
AND
BLENHEIM FACILITY MANAGEMENT,LLC
Final
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RIDING PARK MANAGEMENT AGREEMENT
THIS RIDING PARK MANAGEMENT AGREEMENT ("Agreement") is made and
entered into this 1 st 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 Jainl4a 1, 2018
("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.
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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
E,XWBITA 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(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 ParkinLy 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.
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2.1.5 Ridin4„, 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 1"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 3rd Calendar Quarter(July 1 through September 30): Not later than June 1 annually
For 4t'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.
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2.1.5.3 Public Access to Riding Park 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 EXHIBITA 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 Dania 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.
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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 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 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
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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-party 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
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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 Days. 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
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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 Mana enient 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 City. 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 ment 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,
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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 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 Com an '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 (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(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.
(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
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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 Agreement. 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.
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(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 Parry 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 Repair Property. 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.
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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 Employees, 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 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 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 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
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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 City for any and all such injury or damages and all other claims of and
nature whatsoever. The obligations of this section shall survive termination of this Agreement.
5.2 trrstiranec. Company shall maintain from and after the Effective Date and through
the Termination Bate 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 lint 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 trade 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 an,,, way with the acts of Company
undertaken prirsttant to this Agreement. Company shall provide that the policy or policies or
i insurance shall be primary and shall naDne City as an additional insured, with the provision that any
other insurance carried by City shall be noncontributing, and she waive all rights of subrogation.
Company shall furnish City with a Certificate of Insurance and !additional Insured Endorsement as
evidence al` such policy or policies. Both the Ces-tificate 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 an-y insurance carried by City. All cern;caates 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 giml fled to do business and in
good standing in California. Neither the procuring of insurance by Company pursuant to this
Section, noir the delivery by Company to Cit;' 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 shrill insure that all contractors and/or
subcontractors performing any work on the Property shall comply with the above-referenced
insurance requirements prier to entry or work upon the Riding Park Parcel.
5.3 Claims. Company shall notify City of any claims or lawsuits relating to the hiding
Park, Pa=1 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 barrel Operating Expense shall be for legal
serv;ces directly related to the riding Park Parcel, as applicabk:,and shall not.include any Company
corporate overhead or administrative fee or charge. The City Manager shall have the right to
prte-approve any legal counsel retained by Company to defend the City,and to approve all legal bills
incurred in such defense.
600 CITY RE,VIEW AND EVALUATION
6.1 J�dj flLPark Parcel O er rt ums 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 dete nmine conformance to the requirements of this Agreement.
In the event of any deficiency in Company's perforn-iance,City shall provide C:ompany-viith a wvritten
notice of deficiency identifying the deficient items or issues. Ippon receipt, Company shall
pro_rriptly,but in no went more than rive(fI days,notify City in writing of the c ol-noctive actions to be
3941'028426-0019
5'4',,92.49a01!1 i1Y, -13-
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 City 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 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 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 RidinZ 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
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Cornpwiy's use of (he Pruperty or othenvise arising out Of the acts or omissions of Company
hereunder. Company waivesany land all
claims -and demands against City for any and all such i-qjur
naturevkatsoe�ver, "I'he obligations of this sx-tioa shall survive tertrnhiation�of this Agrcewellt.
5.2 lasurance. Company shall maintain from and after flhelATective Date andt]]A)ugh
fiats Terrninatio-.a Date comp rchQnsive general commercial H01bilily insurance including autornobile
coverage and bl.-inket con-bnactual 1'sabiih3f coverage, 1x11h respect to the Property Land ingress to and
egress Trona the Riding.Park Parcel,the perfonnance of the Riding Park PRMC!-Management Services,
i 0 0 0,()0 0)ncluding perso.nal injur�,and property daliyages Lor not less than Two _Xr1illion Dollang ($2,J
coanbined single limit bodily h1jury,death.and property liability per occurrence, or the current limit
of liability° owicel, which is greater, and work.e.r's compensation, insumee to protect Coinpany and
City from any claim rnade or action brought by anv person or CDTIlij arising out Of Or related W
Co �rny�s use of the Property or arising ng out of or connectedin army Array with the acts of Company
undertaken pursuarit to thigAgreement. Company shall provide Haat: t1le policy or policies or
insurance shall be primary and shall natne City as an additional insured,vvith the provision that anv
other.r irksm-wee carried by City shall be non=Wributing, and shall waive all rights of subrugation,
Company she'll fbmisla Cit-y with a Ceftificate of hasui-ance and Additional Insured Endonsetnent as
evidence of SuCh Policy or policies. Both t1he Certificate of hisurance and Additional. Insured
End orseme-at shall narne City as addlitional insured and contain language Haat speci-ficaRy states that
each policy or policies of comprehensive or Gen-cral Commercial Liability lnuranee shall be
:,primary and. noncontribuLing with any insurance ewried lav City. All cerdficates ofinsiWance and
endorsemen4-s shall be signed by a person authorized'IV the-instmce"company to bind coverage on
its"behalf`. The insurance compmlies, providing the policies shall be qualiflied to do business and hi
good standing inCalifornia. either t'.,iepr,,)cunigofiKsurancebpi Compaiypa:trsuintiodais
1W
Section, nor the delivety by Company' to City of certificates of insurance, and' endorsements
evidencing sut;h insunance cc voyages, shall be constrlied as a lirnitation of Company's indemnity
obligation,-, as, set forth. io. this Agreem.ent. CovTpany shall insure that all contractors and/or
subcclntractor,� perfbnming any work on the. Property -shall con.-ipliv; with the above-sAcrenced
insurance requixements piior to entry or-work,upon-the lading Park Paucel.
5,3 Claims. Conipany s1i.ali notif- I
J y City of any claims or lawsuits relating to the Riding
Park Parcel within three (3)) days after Company receives notice of such claims or lawsWits. Any
legal fees paid by Compan
y anti chargf--d.asa Riding ParlK Parcel Operating Empense shall be for lcgal
services directly,related to die Riding Park ParceL, m applicable,and shall not include any Gornpmiy
(Qrporate overhead or adin;lu,strativc fee or charge, Tive City Manager shall Wave the right to
pre-appnove,any iQlg-al counsel re-tained by Cl`ompaixy to defend the City,and to approve W1 legal bills
iacurnd ill such defense
6.0 CITY REVIEW AND EVALUAT10N
6A Riding Park Parcel Operations, and Maintenance Evaluation. City shall be
permitted to periodically, in its sole discretion, to evaluate Companv's performance of tle %dika,
Park Pwcel N. 4anagernent Services to deterrninr;;confi:)nnance to the requireme.nts of finis,Agreet)ienl.
In tb
City shall provide Ce)tnpuiywith,-iw,-Ittoii
-1c
nW,,ce of def -.iency 'dentifying the defficiont 14,0111s or Issues. Upon receiP( Cornpani y shall'
PrOIllpfl-v,bud, ;n no evcn%rnom 0---oll five 15)days,notil''City in wrif ra:l.goftffio con-cefly-•actions V)be
_9 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): Mr. Robert Ridland
P. O.Box 609
San Juan Capistrano, CA 92693
If to Company(if by personal delivery Mr. Robert Ridland
or document delivery service): Blenheim Facility Management,LLC
30753 Avenida La Pata
San Juan Capistrano, CA 92675
If to 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
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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
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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 Contractoi% 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 Financin . 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
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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 parry 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 a01/18/18 -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 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
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 Nonliability 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 Parry'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 a01/18/18 -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 parry 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 PossessoEy 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.
394/028428-0019
6143924.9 a01/18/18 -19-
9.20 Entire A eement• 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 Par 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 a01/18/18 '20'
IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of
the day and year first written above.
"CITY"
CITY OF SAN.IU APISTRANO
Date en _ leg
Ci at�ager
AS
M 'a Morris,CMC-
C1ty
APPROVED AS TO FORM:
Best Best&Krieger,LLP
Je ey a linger
City Attorney
"COMPANY"
BLENHEIM FACILITY MANAGEMENT, LLC
By:
Date Mr. Robert Ridland
President
[END OF SIGNATURES --EXHIBITS FOLLOW]
394/029128.00 t9
61,131924.9 A1l13;1 a -21-
IN WITNESS WHEREOF,the parties have executed and entered into this Agreement as of
the day and year first written above.
"CITY"
CITY OF SAN JUAN CAPISTRANO
Date Benjamin Siegel
City Manager
ATTEST:
Maria Morris,CMC
City Clerk
APPROVED AS TO FORM:
Best Best&Krieger,LLP
Jeffrey Ballinger
City Attorney
"COMPANY"
BLENHEIM FACILITY 111 NAGF?MINT,LLC
1/16/2018 1 _
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 a01/18/18 EXHIBIT A
REPLACE THIS PAGE WITHEXHIBIT A
394/028428-0019
6143924.9 a01/18/18
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Rldlaq Perk Aeoets and Use Lloome-Exhibit A
EXHIBIT B
EXHIBIT "C" AND "D" OF THE GRANT DEED TO THE PROPERTY OUTLINING
USE RESTRICTIONS AND PREMITTED USES
(See Attached)
EXHIBIT B
[SEE FOLLOWING PAGES]
394/028428-0019
6 143 924.9 A1/18/18 EXHIBIT B
REPLACE THIS PAGE WITH EXHIBIT B
394/028428-0019
6143924.9 a01/18/18 EXHIBIT B
3f= d 7 AND
{ tG2:15 ctio 1111•H of PC ant it 4,1-3 of Ranch Plan EiR
Smoun 014 of FSC Text)
(ATTXCHEAI
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l (1, AGM[CUL`tt.lk AL AND EXM"ONG AND ON-G'04%; LASES
1't)e taurpof5e and irtt9trt of this Section Is to allow for uses compakibPa W1 th+�
existlnq jsgofcultural anti low intensky nature of the Ranuh flan PC area, and
cooslutent with the Al "General Agricultural" 015trict Kegula#dons of Zoning Corso
S9ction 7-5.65. These uses onclude non-agr#ouitur>al uses const&tont with th4 open
space 1-k1ture tlf agdcutttsral uses. it ia also interlaced that these uses (agldauttural
rend norvagrlcultural) may be nliowed as Interim uses within ranch F"!an PC;
rtanning Areas designated for future deuetopment,
I„d
1. Agrfculturai [3se5: T'hQ %, Iiowing existing, ralocawo and future farming anrt
i ranching uses shall bo allowed within any Planning Area, In additlnrl to uses
allowed by the Al "General Agricultural' tMaVlcl Regulations Per Zoning Code
Sectsun 7.9.555, sub)eot to rnalgallcn rrteasures ;dentifleet In the 13anch Pisa Flnsi
Program filly S69, per theproc:edures described to Section (ILH,3 hares#.'
J a) Grazing(cattle, horses,$heep, posts, etc.).
p) Farming (citrus farming,dry forming, and-row crops).
l�
c) C<nrelaker mousing and related facillkia:t In relation to on-going agnoufttira# and
rsnohinq operations,Including aie "Ranch Houea' realclenco located 90LIth of
Ortega Hlghway in Planning Aree 90 and the "Florso Manch" residence at
03 jai Ortega Highway In Planning Area 4,
-a cl) Employee quartere related to 3gricu#t4ral uses.
�. e) Livestock feeding ranches in compliants with applicable health and Safety
regu la tlona.
f) Packing plants for agricultural product$.
g) Permanent Facilities for sale of agricultural products grown within the Ranch
Plan PC Area,
h) Apieries (if 150 Feet from a street or highway, Q feet from any property line
4trrd,ipore than dDf�'feel'tro►rrarrc�cerpit=rt dwelftrr�y _.__. _.,,,_
Miricli Plan PC Program Texi As Approve4 NovemGer 0,2004 by Ordinance No.raa.ota Page oo
1�-:xlstfng grace: The following existing users shall be RItowed in appropriate
iocatlong througWut the Rarn{;tt Flan PC Area, per tha proGedures It' G001011
(11.14.3 harsoF
a) Rancho Miesion Vlo)q headquarters ("Oficina") at 28811 Ortega Fllghwsy,
Mclu4ng Vhelipod,
b) Ladefa construction offices at 28811-A Ortega Highway.
c) rancho Mlsalon Vt(k►a maintenance yard at 29672 Ortega Highway,
d) Ranching facilltlea also used periodically for recreational purposes (I clu#Ing
"Caw Camp" at 31471 Ortega Highway. and "Arriantes Camp" and 'Campo
+ Portoie wtthln Planning Area 10).
e) Comrnunlcatlon transmitting, reception or relay facilities (Induding
I AlrTouch/Pac8sll Wireless, Bell South, Saddleback KSBR, FDG&E, and
SCE)and RMV Telecom antenna slies.
j Public/private ulillty buildings and structures.
g) Existing infrestrructure facilities including 4t¬ i1Fnited to all axtsting ranch
roads, pipelines and utilities. Ot particular note, reconstruction of the San
Juan Creek crossing of rcadweys and utilltles contiectlrag Planning Asea 3 to
Ortega Highway shah be ai(owo in the event of storm damage.
�. h) Wholesale nurseries (including Tree of Life Nursery, Color Spot Nursery, DM
Color Express Nurseries, Tri•Green Wholesale Nurseries and O'Connell
Landscaping yard),
1) Commercial stables (Including Oaks/Blenhalm/Ravche Mission Viejo Riding
Park,Oaks CorraW. Irvine Smith, RJO Horse Ranch, St. Auguatlne's Tralnhnq
Center and Stables.
)) Research and development testing lacilitles and Xtivitles (including TRW,
__._.�... .. -. Northrop-Grumman-Speow-Teotmology-and Propulsion Testing Site-);-
k)" Waste disposal operations and related uses (Including Solag Disposal, Tierra
Verde industries end-Le Prate Greenwaste),
1) Storage of recreatlonet vehlcies, cFlmpers, trailers and boats,
►n)Recycling and transferfmateriale recovery tacliltlas per zoning Code Section
7-9-146,12(Including 1=1wss Materials Asphalt Recycling),
n) SurfwR rnintng end quarrying of ro0(, sand, gravel, aggreg�ite, e 'Ih, r:tr�y
and atmiiar materials per Zoning Code Section 7-8-'104 (including Caq;ornla
ritanrh Nhan PC Program 7oxt as Apnrowod Nevembfir H,2004 by Ordinnnas No.04.A1d Paye 07
I�
I'ortlfind Cenuant Gatalfnra Pacific; Concrete South, California '3ilie>:+l0910by
ilorton, 1'ransit Mlxed C;drerate Company/City Concaaate, Qlsr�n I'avingslYrnd,
lno.'and Sierra Solis.),
o) Resource lnfilgation sites for tiro preservation or r•eplecurrlent of native,
+4partan or other biological habitat, as approved by the appropriate regulatory
agency(wo.,Army Corps of Engineers, U.S.Fish &Wildlife Service California
Department of Fish and Game andlor the County).
3, I'rucodures:
a, Continuatlan of Existing Usee
'I) Agricultural and existing uses tlslod in Sections iil,l•l,1 and III.H.2,
respectively, may continue In their present locations) In perpetuity without
need for aubsegUent permitting or approval,
2) Any butldinga, struLtures or other facilities utillzoO in connection with an
estaolisnadfexlsting use may be repalred, replaced or modified without
obtralntng new permits or approvals; provided, however, that any and all
construction activities performed In furtherance of the repair, replacement
andfor modification of sold buildings, structures Arid facilities shall comply
with applicable bultding and safety codes,
la ,3) in Instances where a use listed in Sections 111,H.1 and III.H.2 Is allowed
per a Use Pennit, and that particular Use Permit to subject to a tune
limitation, the Ursa Permit may be renewed administratively r ear approval of
the Director, PDS.
b. Expansion oP Existing Uses
1) Agricultural Uses - Any syricultural use listed In Section Ilii-1,1 may be
expanded without the need to obtain a prior permit or outer approval from
the County. Notwithstanding, expansion of an agricultural use may
�3 require the Issuance of a pemllt or other formal aullrgrizatian from a
_. ... _.. .. r
federal-or*statw agency-p3riartd commencement ar'uss-af oecexpandad.
facility. AddlWri ally, any construction activities pe+•forrmed In furttlorance
of the expanded use shall comply with applicable rounding and safety
codes.
2) i'Hxlsting Was - luny uxisting use identified In Section 111,H,2 may be
.�xpsnded without the Issuance of now County appravOls or pdnnits,
provided that:
(a) Any experislon ahali fully comply with all nxistin;} development and
permitting standaMs for the pertloular use,
+ RM110I plan FC pro(JI.O r Text us Approved November 0,2004 by OrdlnArme No,04-014 r'nge 88
i/
i (b)Ail constructlon activftids performed in furtherance oaf the expansion Are
conducted ifr acwrdenca with epplicuble bullding and safety uofles;
and
(c) All necessary permits anrtfor authorizations from appfic:ahle fed€tral and
r state a{Iencles are obtained prior to commencement or use of the
expanded facility.
c. Relocation of Existing Uses
�.� 1) Agricultural Use$ — Any exleting use Identilled in Section 111,11.1 may be
relocated within or throughout the Ranch Ptatn PC Area without the np8p
for lesuanoe of o new permit or other prior approval from the County,
Notwithstanding, relocation of an existing agricultural une may requit the
Issuance of a permit or other formal'authorization from a state or federal
!j a�onay prior to the desired relocation.
2) Existing Uses — Any e;cisting use Identified In Section 111,11.2 may be
i relocated within or throughout the Rancli Flan PC Area,provided that;
rN� (a)A Site Development Permit shall be required, per Zoning Administrator
approval, in accordance with the provisions of Zoning Code Section 7-
G-1 50.3(d);
r�
(b)All nereesary parmfis and/or authorizaftons from applicable federal an
13 state agencles shall be obtained prior to relocation.
d, New Agricultural Uses: Consistent with the provisions of Section IILHJ,
above, new agricultural uses(as well as any authorized uses Ideraltied wlth(n
j the Al 'General Agricultural" District) may be conducted within any Planning
Area withoul the Issuance of any County approvals or permits,provided that:
i
1) All new facllllles, structures and buildings shall comply with existing
development and design standards;
2)' Ali'Go1MTM4tTdff' 4tIVIt16a perf;Sr %d Iii"CbA1!6CtlOrt'W1th Meri'st'a17fish m9nr
j of the now uses) shall comply with applicable building and safety nodes;
and
j $) All necessary permits enolor authorizations from applicable federal snot
sloto agencies shall bee obtained prior to commencement of the new use.
I
r IZaiicn PInit ISG Prrnic,1m'raxt n3Apprwed Noysin"r 0,2004 Uy Ordlnr+nca No,od404 Page 09
I�
'I'1:iVt�'ciftARYtt'S0.$t''El+tilltl`1"t'EU
Thu purltu&e fwd intent of tI tis Temporary U"s I'urrnitted chapter'Of thcs R0110 IDtatn
flC 'raxt is to list oll temporary tfses that shall be a flowed within all Maiming Article
and u" gataigorles (with the exception of the Open Specs (Suctlo)l Illi) catoraory,
unless othorwme restrintod Wow. ;field temporary u8a8 Include. bctt are riot llrnllart
I. ronstRiction acttvitles (Including the Installation of construction offices and the
atorage of equipment and materials),
2. Constnrutlort office. The temporary use of a construc:tlon office during' the
eonstruction of a main building on the same site shetli be permitted upon the
following Conditions:
a. A temporary construrtiofl office 0all be removed or shell be converted to a
pormltted use prior to the IssLience of a Goofficdte of use and occupancy for
to maim hollding or buildings. if 6nnstruction Is phaaed over a length of tune,
Ina permit may provide that certiftealeaa of rise find occupency may be Issued
4or et)f7lipluted buildings, except the last buitdings to bo completed, prior to
rsmoval or conversion of the temporary use.
3. Continued use of an eAlhtg building daring construction, 1'118 use of an existing,
lawfully established building may continue cludng construction or relocation] of
onother building on the same building site, in compliarice with MR followtncd
provisions:
❑.Conformity with regulations. Prior to occupancy of a+new building, the existing
building will be brought Into conformity with any additional regulation rendered
appligablo txy the placement of any new buflding on the site.Conformity wllt be
accomplished by removal. reconstructlon, rolocratlon, converailun, change of
use or any combination thereof.
b. Guaranies of completion, The Ofrsclor, PO$, shall require the landowner to
provide a guarantse,which may include a Wrsd, to ensure full compliance with
appilcaole regulations upon completlon of the new Widing or sooner if.in the
opnalon of the Director. PDS, work pertaining to the completion of all factiitles
required by law Is not being dillg.ently pursued,
4. 1'9rnporary excavationtextraction of construction aggregate or construction
. ,talatad.naatedaf�,extradbara�.shall.tze.ally+�c�d.ciurlrsg.trrrsstGuctlnn yrading.arlct,cr+. ...
site earthmoving activities to promote protect construction efflciencles and limit
long-range Iran6paetation of construction aggregate and construction related
rnaateial suUietcl to all of the following conditions:
a. Such temporary excovntionlextractlon use would be Included In applicable
grading or Site permits for a devoicipment project and
consistefit with the Rancn Plasm PC and Flrial Pmg'einri EIR 689-
b• exportation of eny surplus excavatedlextracted construction aggregate ar
Ij �;clnstructian-related rriaterial!a shall be limlted Io private or public construction
projects within the boundaries of the Ranch Plan PC Area.
c. Exportation of any surplus excavatedlextrwzted construction aggregate t?r
rnnstn,►Ction related nterterWs within the project shit shall be allowed only
p IQraach Rtan PC RgWa a►TNrt as Nrpr(wW NovsMbar r).2004 by Ordiuml:cm No.1A414 P,-VQ�A
II
r wlren�ictuol constructloii grading and oarthrrinvincf activities have
Lv)rnmenced and shall cease when it is determined that constructlun grading
and aarth movlrig activities have terminated,have been Indefinitely
susiseinded, or erre no longer balrig actively pursued for the developnTlvnt
project.
5. Corrrmerclaf coaches. A taniporaty commercial coach may be permitted subject
to approval of a Site Development Permit in accordance with Section II,C, "Site
.� Development Perrnifs," rind subJect to the f41iow1nry;
a. Time limitation. A Site Development hermit appficWlon for a temporary
commercial coach may in approved for a maximum of two (2) years from the
date of approval.
.. b. Cash bond. A cash bond In 1he easourlt of five hundred dollars ($500.00) for
such commercial coach unit shall he po.4ted with the Director, PDS, to
guarantee the rornovai of each romimerciai coach unit upon the ex0futiOn trf
the Site i)evelopment Permit.
6, Christmas tree sales fw;lllty. A temporary Christmas tree sales facility shall he
permitted subJect to the follgwing requirements;
a. Oats of opening. A Christmas tree sales facility shall not be open for business
duriN any catendar year prior to the oily after Thanksgiviflg. However.
ministerial pennite necessary to establish the business may he issued by
November't 5.
b. Merchandise to be said. A permitted Christmas 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 electrical permit from the
I:
Director,POS if die facility is to be energized,
d. Removal of facility. The fariilty Shall be rerngved Find the pramiaes shall be
cleared of all debrls and restored to the condition prior to the establishment of
the facility within fourteen(14)days after Christmas.
A.Fire prevention standards. Each Christmas tree sales facility shall comply with
fire prevention standards as approved and enforced by the Counly Fire Chief,
f. i•lalloween purnplftrt sales facility. A temporary Hellloween pumpkin sates facility
shall be permitted subject to the following requirements;
a, Date of opening. A Halloween purnpKln sales facility shall riot be open for
C business during any calendar year prior fa October 4.
0, Merchandise to be sold. A permitted Hailoween pumpkin saierr facility tiny
riot Soli items not directly assoclated with purripltirrs anti l ialloweet,
decorations.
c, Electrical permit. T'he apQRCOM shall secu+a an elrsctiiral pen'nit frorn the
Dlrr;ctor,PDS if the facility Is 10 be energized.
Ranch Plat PQ Pnopram'text as Approved Novumber B,2fx14,by Ordinance No,04.474 Paga 97
r ii, Romoval of facility, 'rho fecllity shall be removed and the prurtilsea cleared of
all debris and restored to We condition prior to the establishmeni of the rac:tllty
;. by November 14.
e. Fire prevention stendards. The facility shall c,drnply with tiff prevention
swrldnrtfs as approved and enforced by thea County Fire Chief,
o, 6pecial outdoor gatherings, The temporary use of property for spoulat outdoor
gatherings Mciuding, but not limited to, pageants, fairs, carnivals, rodeos and.
ether athletic, religious or entertainment events. Such ectivfUe.s are permitted,
without regard far other land use regulations to the contrary, in any Open 5*e
Planning Area In compliance with the foilowing provisions;
a.Activities an property owned by or leased to the County and pubilc road rights-
of-,way may I-equire an encroachment permit issued by the Dire ctor,PD$,
b. Private outdoor gatherings conducted within open space areas (Including
those open space areas regulakid by Section ill.l) shall not be subject to the
restrictlons and requirements astabilstied in Zoning Cade Secticn 7.9.136.11,
"Spoo;W[Outdoor Gatherings"
c, The temporary use may be permitted for a period not to exceed ten ('10)
cansscutive days. eWnts recurring more than tot.ir(41)times in a calendar year
.are not considered lernporary.
d.The Director, POS may require a cash hood or Other yursrantee for ramovatl of
the temporary use, cleanup and restorations of the activity site within seven (7)
clays of the activity conclusion,
e,Applications for perrnits/eertiflcates required by subsectfons "a." and °b,"
above, shall he referred by the Director, PDS, to otter afficted County
agencies as may be appropriate for review and carrment,
f. Flo►aced Issues Including. but not limited to, potloolsocurity, load and water
supply, use of tents and canopies,sanitatlon facillties, medical services,noise,
signage, fire protection and traffic conimi shall be satlsfactorlfy Odclressed as
may be required by the Director. POS, Sheriffs Fire Chief, or Health Officer in
their admintsiration of other County codes. Such other codes may MOM tteq
appilcant to obtain permits sucti as building,electrical,health and tent perrnits.
9, farmers'Mar'I4ets and off-site sale of agricultural products. A temporary stand for
-.rhrp sate'of,msdnat-agricuitbrei,•prodocts'riot-grown-wlthln-tile-Rancrr-Plan PC
Area shall be permitted subject to the foltawing requirements;
a, Establishment of use/time 11mit. Prior to begtnninp sate of any product, the
applicant small obtain a temporanj Car#Iftcats of Use and ()c:rupancy for land
from the County, The Certificate shall be good for a period time of not th
Bxr:eed 90 days from date atisnUe.
l b, Merchandise to be sold. The stand shall be limited to the sate of agrioulturdi
products,
c. -lectrlcal permit, The applicant shall securee an piHctricsl permit from the
Dirwor,'PLUS If tha facility is to be energized.
Ranch Plan PC Program text as Approvea Novenrher a,2004 by Ordlnanca Na.04.044 Paws 99
g
d. Removal of facility, The facility shall be removed and the pronlisHs cdeeu'o(I of
all debris and restored to the condition prior to the eetablishrraarlt of the facility
^ wlthlii tourteen(14)clays of the expiration of the thne limit,
e,, fire prgvention standards, The facility shall comply wilh fire prevention
standards as approved and enforced by the Courtty fire Chief.
f, Site Development Perinit, In addition to Ilse above requirements,an approved
Site Development Permit in accordance with Section II,C, "Site Development
Permits,"shall be required.
10. Fireworks displays,as Allowed by the Orange County Fire Authority,
1 1, SubJect to the approval of the Director, PDS, a landowner may conduct such
other temporary uses upon his property as are consistent with the purposa and
Want of this Section.
1A
fd
11rnch Plait Pc Program Text as Approved Noveirber 8,2004 by Ordlnonre No.04-014 Pape 99
I�
Maxtmum Allowed Traffic
Sub)eel to all appek;able governmental laws,miler;and restrictions,Seller places no restriction on
Cety relating to the maximum number of trips,%and froM the Property on weekends,and the foltaw(ng
holidays: New Years,Memorial Day,Fourth of July,L04or Day,Thanksgiving and Christmas.
The maximum number of trips during the weekday P.M.peak hours from Itr9 equestrian facilities,
sports kid complexes and other allowed uses on the Property$hall not exceed a total of 203 trips
(cvmbined Inbound and outbound hips), The City may allocate these trips among the allowed uses In Its
discretion so long as the maxlmum number of trips specified above is not exceeded.
For purposes of calculating the number of Idpa from equestrian and sports field uses,a Irlp
generation isotor of 1.0 p.M.peak hour trip for each permanent equestrian stall,and a factor of 20,67
P.M.peak hour trips per spot%fleidfsocoer Paid shalt be applied.
F�r�sre.ararxn of arrd fulcrr ro A (aitrtwn�f'+ 'IM$xlrrruril Annw+�rl t'rs0Ic"f?ealrfcllon
9aaed on projections of future(raft aesocfated WO Planning Arta 1 of the Rench Plan,which
includes the Properly,Sellers pr(mery oonoem Is the traffle to be generated durkV the weekday P.M.
peek hour". 4:45 p.m.to 5_d-5 p.m.). FW that reason,the max1mum effowed hatflc restriction see b1ft
ebove is keyed fo the weekday P.Aff,peak hour. In short,the resfrfctlort requires the City to Manage lis
operations and events to ensure(het irarl7c generated from uses on the ftparty dudng that Kme period
would not&jrceed 203 irfps(combined Inbound and outbound trtpsj, Ae noted above,the City mey
allocate these trips among the offowed uses In lta dlsaetlon so long as the mexlmum number of trips
speoNled is not exceeded.
DH2/�1783021.Z
Olven the nature ofthe uses to be conducted an the site,which are expected to be prlmarfiy a
continuatton of uses conducted on the Ptvperty over the peat several years,It Is not expected that The
tmffic limitation would unduly restrict the City's use of the Properly For example,most of the horse
shows typically o0our over 2 or more days and are low spectefor events, with fratttc to and frarn fhoae
activltles being spread morn or less avenly over those porloda. Furthermore,hoise ffallors do not
generally operste during the peak hours,
It should be noted that the above-Stated trip generatlon rate of one(1)P.M.peak hour trip per
horse Stall does not pertain to The te'mporery stalls used In conjumilon with the horse shows, Ther rate
perlalns to permanent stalls sxpeoted to be associated with the one(i)allowed commenclal stable on the
Property. Thus,for example,if there were 50 occupied horse stalls at the commeroial stable,they would
be expected to genemte 50 trips during the A.M.peek hoar.
Wlfh regard to sports I`Wd/mxnr tleld uses on the Property,a factor of 20.x7 P.M.peak tour trips
would be*#led as stated above. Thus,for example, fC there were 4 sports 1eM.94000er fields In
opere(lon during weekday WlerrmWevening hours,a total of 83 P.M.p9O'k hour Mps would be expected,
in summary, the cumulative hips essocloted with the horse shows,the permanent horse Vd s
and other allowed Uses such as sports field uses(see below), would be cons) omd M datermIning
whether the nlaxlmum allowed traffic 11mlteilcn was being compiled with, Using the afV"examples,with
50 permanent horse stalls and 4 sports fields,a total of 133 P.M.peak hour trips would be generated,
leaving 70 P.M.peak hour tris eveflebia for any horse shows or other events taking place at the same
Nme. '
It should be emphes►zad That Trips to and R m the Property on weekend days M. Saturday and
Sunday)and the holidays described above are not restricted, Thus,if would ba expected that maJOr
events on thq Property would be hold on these days, In tact,given the irrexlmurn allowed iruMC dWtatfon,
any event Thal would result to more then 203 P.M.peek hour trips,wtte�the traffic kDm that event Is
added to traf9flc from other allowed uses on the Property,would be required to be held on The weekend,
fn any event,the.City Is rWu#vd to regulate any proposed major weekend aotivtty such thaf It
would not create signiffaenl adverse Impacts on the circulation system and gat adverseiy affect exlsiing
A9y2119302�.2
and Adure reaidents In the area due to perking,dust,rrolaa,fight and Oram or Other Impacts, To help
roduce the,potenflat for/lgh f and gfele Impacts,RW hes proWed the use V permurwnt llph(hy on the
stt�
The apcpllcetbn of ngrmally requked cUNVOnel UN or other permit requ(remanle of the COW*
(or the CV,,eller anroxaffoh of the Property),and MY rvvlew associated w(fh such psrn1019,would
be expected to edequat*regulate such evenly and to ensure apprvw1ato mRigeflon measures are
applied where Indketed.
08?12��a3c2t.2
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EXHIBIT C
RIDING PARK FEE SCHEDULE
394/028428-0019
6143924.9 a01/18/18 EXHIBIT C
General Use Rental Pricing
Entire Grass Field -$10,000/Day
Size: 12 acres, Includes Grand Prix Ring
Pacific Field -$5,000/ Day
Dimensions: 247 x 346
Derby Grass Field -$5,000/Day
Dimensions: 345 x 415
Picnic Area -$2,500/Day
Main Parking Lot-$5,000/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 Pricing
$4,800 / 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
6143924.9 a01/18/18 EXHIBIT C
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
Qomp4imentary 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 x01/18/18 EXHIBIT C
Small Horse Show Rental Pricing
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
Hunter 3 Arena 271 x 126 34,146 $795.00 Warm-up Or show ring
Pony Ring 219 x12.5 27,375 $795M 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 $795.00 Warl"n-up or.show ring
Hunter 2 Arena 293 x 149 44,402 $79.5.00 Warm-up or show ring
01yrnpic Ring 188 x 420 78,960 $8650.00 Warm-up or show ring
Stall Rental 10 x10 1010 $60.00 per week
Office Trailer $50.010 per week
Vendor 10 x 10 100 $50.00 vendor display
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)
-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
Bequirements of rentaf:
- 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
6143924.9 a01/18/18 EXHIBIT C
Ancillary / Logistical Rental Pricing
(For Reference Only, Prices Subject to Modification)
ITEM COST PER UNIT
GENERATOR"
120 KW Generator -cost to be determined Estimate:$350/8 hrs
Diesel Fuel-cost to be determined TBD
ELECTRICAL EQUIPMENT'*
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 ((TBD) TBD
Light Towers-cost to be determined TBD
TRASH CANS'*-cost to be determined
IDOGGIE BAGS**-cost to be determined
IRADIOS**
Vertex Radios-per radiolper day $15.00
6 Bank Chargers (value if damaged s599) included
Spare Batteries-per battery/per day $1.50
One Time Delivery/Pick Up Charge $50.00
(FENCING/PRIVACY SCREENING**
Fencing on Stands and/or Privacy Screen-cost to be determined TBD
Delivery/Pick Up Fee$150.00
Rental- Ultra Bathroom with Containment Tray $67.00
ADA Handicap Accessible $158.00
2 Station Handwash $85.00
RESTROOMS-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 I$50, TBD
per service day.)
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 Dellvery/Pick Up
Cargo Cart $350 estimated
4-Passenger Cart $375 estimated
Flat Bed $360 estimated
WATER COOLER
Cooler and 2-3 Gallon Bottle of Water $17.00 each
Extra 6 Gallon Water Bottle $12.00 each
**7.76%CA SALES TAX TO BE ADDED ON THESE ITEMS.
394/028428-0019
6143924.9 a01/18/18 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 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
6 143 924.9 AI/18/18