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19-0702_BLENHEIM FACILITY MANAGEMENT_F1a_Agenda ReportTO : FROM : SUBMITTED BY : DATE : SUBJECT: City of San Juan Capistrano Agenda Report Honorable Mayor and Members of the City Council ~j amin S ie ge l , Ci ty Ma nager Cha r lie V iew , Ass istant C ity Manage V July 2, 2019 7/2/2019 F1a First Amendment to Management Agreement with Blenheim Facility Management, LLC, for Management of Operations at the Rancho Mission Viejo Riding Park at San Juan Capistrano RECOMMENDATION : Approve and authorize the City Manager to execute the First Amendment to the Management Agreement with Blenheim Facility Management, LLC, substantially in the form attached, to manage day-to-day operations at the Rancho Mission Viejo Riding Park at San Juan Capistrano for the period from August 2, 2019, through December 31, 2019, and month-to-month thereafter as required. EXECUTIVE SUMMARY: The Rancho Mission Viejo Riding Park at San Juan Capistrano (Riding Park) is located in the area known as the Eastern Open Space, at the southwest corner of Ortega Highway and Avenida La Pata (Attachment 1 ). The Riding Park hosts world-renowned equestrian events, soccer tournaments, and other sporting and community events. Blenheim Facility Management, LLC (BFM) has operated the facility for the City since the original purchase of the land from the Rancho Mission Viejo Company in 2010. As a result of changes in Internal Revenue Service (IRS) regulations and guidelines, the management agreement with BFM was restructured in January 2018 to modify the scope of operational and financial responsibility assigned to each party to the agreement. The current Management Agreement (Attachment 2) expires August 1, 2019. The City released a Request for Proposal (RFP) for management of the Riding Park and is currently reviewing the two proposals received. To maintain continuity of Riding Park operations during the evaluation and selection process, staff is recommending approval of the First Amendment to the Riding Park Management Agreement with BFM, extending the term through the end of the calendar year (Attachment 3). City Council Agenda Report July 2, 2019 Page 2 of 3 DISCUSSION/ANALYSIS : The City anticipates completing the process to select a long-term operator for the Riding Park by December 2019. Given that the current Agreement expires on August 1, 2019, staff is recommending approval of the First Amendment to the Management Agreement (Amendment) with BFM for a five month term. The five month term of the Amendment will allow for the continued use of this important community asset with efficient maintenance of operations and management oversight. If the selection process is not completed by December 31, 2019, the Amendment calls for month-to-month extensions with mutual consent of the parties. BFM has indicated that it can continue to operate the facility under the proposed terms of the Amendment, and that the Fall 2019 Riding Park event schedule will substantially conform to the event schedule of previous years. After August 1, 2019, the operation of the Riding Park will no longer be constrained by the IRS regulations and guidelines that are applicable to tax-exempt bonds. Accordingly, the proposed Amendment assigns event scheduling and revenue collection responsibilities for events held at the Riding Park to BFM. The Amendment calls for BFM to be responsible for all maintenance and operating expenditures associated with use of the Riding Park . The Amendment also provides for BFM to pay the City $20,000 per month for use of the facilities and to assume all maintenance obligations for the facility. The amount set for monthly payments to the City is based upon the amount of net revenue that the City has historically received from Riding Park operations (approximately $240,000 per year). If BFM or the City identifies additional revenue opportunities from events not already scheduled for the Riding Park, the Amendment calls for the City to receive 20% of the gross revenue from these additional events. In recognition of the short-term nature of this agreement, BFM would not be required to plan and host community events during the five month term of the Amendment. The Riding Park would remain open as a public facility, and the equestrian events would continue to be open to the public at no charge. FISCAL IMPACT: The Amendment provides for BFM to remit to the City minimum monthly revenue payments of $20,000 for the events hosted at the Riding Park. Consistent with past practice, this revenue would to be appropriated to pay for the maintenance and operating expenditures of the entire Eastern Open Space area. ENVIRONM ENTAL REVIEW : In accordance with the California Environmental Quality Act (CEQA), the recommended action is exempt from CEQA per Section 15061(b)(3), the general rule that the CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not City Council Agenda Report July 2, 2019 Page 3 of 3 subject to CEQA. Approval of the Amendment to the Management Agreement would not be an activity with potential to cause a significant effect on the environment and therefore is exempt from CEQA. PRIOR CITY COUNCIL REVIEW : • On January 16, 2018, the City Council approved the current Riding Park Management Agreement. • On February 7, 2017, the City Council approved issuance of the 2017 Taxable Refunding Open Space Bonds. • On December 6, 2016, the City Council approved the First Amendment to the Riding Park Management Agreement. • On November 18, 2014, the City Council approved the Riding Park Management Agreement. COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS: Not Applicable. NOTIFICATION: Parks, Recreation, Senior and Youth Services, Trails and Equestrian Commission Blenheim Facility Management, LLC ATTACHMENTS: Attachment 1 -Aerial Photo Attachment 2 -2018 Riding Park Management Agreement Attachment 3 -Proposed First Amendment to the Management Agreement ATTACHMENT 1 394/028428-0019 6143924 .9 aOl/18/18 RIDING PARK MANAGEMENT AGREEMENT BY AND BETWEEN CITY OF SAN JUAN CAPISTRANO AND BLENHEIM FACILITY MANAGEMENT, LLC Final ATTACHMENT 2 RIDING PARK MANAGEMENT AGREEMENT THIS RIDING PARK MANAGEMENT AGREEMENT ("Agreement") is made and entered into this 1st day of January, 2018 ("Effective Date") by and between the CITY OF SAN JUAN CAPISTRANO, a municipal corporation ("City"), and BLENHEIM FACILITY MANAGEMENT, LLC, a Delaware limited liability company ("Company"). RECITALS: A. City is the owner of that certain real property located in the City commonly known as "Rancho Mission Viejo Riding Park at San Juan Capistrano" depicted in the attached EXHIBIT A (the "Property"). A portion of the Property within the bounds of the solid black line shown on EXHIBIT A consists of approximately seventy (70) acres (the "Riding Park Parcel"). City desires to utilize the services of Company to manage and maintain the Riding Park Parcel in accordance with the terms and conditions set forth in this Agreement. A GREEME."'NT: 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; Ten11. 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 January 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. -1~ 2.1.2 Access to Riding Park Parcel. City hereby grants to Company a non-exclusive revocable license, subject to and in accordance with the terms of this Agreement, to enter upon and use the roads and other rights of way across the Property as designated by City on EXHIBIT A 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 Accot·dance 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 ancillaty 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 ofamplified 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 Dare 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 Parking on Riding Park Parcel. Company and the users of the Riding Park Parcel, may park vehicles, including horse trailers and RVs, on the Riding Park Parcel in conjunction with the Permitted Use; provided, however, that no persons using the Riding Park Parcel shall be permitted to park, and Company shall prohibit all persons using the Riding Park Parcel from parking, on any other portion of the Property. 2.1.3 .2 Sierra Soi!. City and Company acknowledge that prior to the Effective Date of this Agreement, certain work was performed by Sierra Soil Products, Inc. on a portion of the Riding Park Parcel . Company shall be responsible and liable for any damage, cleanup, or liability arising from or attributable to such work. 2.1.4 Identification of Riding Park Parcel. Company shall identify and advertise the Riding Park Parcel exclusively as the "Rancho Mission Viejo Riding Park at San Juan Capistrano" at all times when performing or otherwise conducting a Permitted Use upon the Riding Park Parcel. Company shall adhere to the City's approved sign program for the Riding Park Parcel. 394/028428-001 9 6143924.9 aOl/18/18 -2- 2.1.5 Riding Park Parcel 1 vents. Company shall submit to City Manager, not less frequently than once per quarter, covering the four quarters of the Management Term, by the dates set forth below, a written request for the City Manager's approval of the specific proposed events and uses for each calendar quarter during the Management Term of this Agreement. City Manager's consent shall be at its sole and absolute discretion and City Manager or authorized designee shall respond in writing to the request within fifteen (15) calendar days of receipt of Company's request. Company shall submit such written requests in accordance with the following schedule: For 1st Calendar Quarter (January 1 through March 31 ): For 2nd Calendar Quarter (April I through June 30): For 3rd Calendar Quarter (July 1 through September 30): For 4th Calendar Quarter (October 1 through December 31): Not later than December 15 annually Not later than March 1 arumally Not later than June 1 annually 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 P~lrk Parcel for Capital Improvement Installation. City shall have the right to and it shall not be a breach of this Agreement for City to, at City's sole discretion and at any time during the Management Term to: (a) install on portions of the Riding Park Parcel utilities, storm drain facilities, public restrooms, water, sewer, and other infrastructure; (b) grant easements for the improvement of Ortega Highway and La Pata Road, which improvements may require use and/or encroachment onto portions of the Riding Park Parcel; (c) construct on portions of the Riding Park Parcel the Regional Riding and Hiking Trails as shown on the County of Orange approved Master Plan of Regional Riding and Hiking Trails or other public trails pursuant to City's plan and specifications, and ( d) allow the Reserve at Rancho Mission Viejo, a California non-profit public benefit corporation, to enter onto the Riding Park Parcel and perform any activities thereon that may be required by (or are consistent with) the terms and provisions of the Southern Habitat Conservation plan approved by the U.S. Fish and Wildlife Service on January 10, 2007 (the "SSHCP"). No adjustment in Company's compensation hereunder shall be made due to any losses, increased expenses, or impacts to Company resulting from or arising from the exercise of any of the activities set forth in this Section 2.1.5.2. 394/028428-0019 6143924 .9 aO I /18/18 -3- 2. I .5.3 Public Access to Riding Park PMccl. 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 Counf)1 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.l Identification of Riparian Resource Areas. Portions of the Riding Park Parcel contain riparian resources that are subject to the provisions of the SS HCP and its Implementation Agreement. These resources areas ("Riparian Resources Areas") are specifically identified and depicted in EXHIBIT A attached hereto as "Do Not Disturb Areas." 2.1. 7.2 Prohibitions and Obligations. Company shall not (and shall not authorize, allow, or permit others to) enter onto, improve, or otherwise use the Riparian Resources Areas or any portion thereof for the Permitted Use or any other activity. Moreover, Company, at its sole cost and expense, shall undertake, perform, and complete all actions necessary to restrict and prevent any person, domestic animal, vehicle, equipment, or other apparatus from entering onto the Riparian Resource Areas (which actions may include, but are not limited to, the construction and maintenance of fences or other barriers and placement of signage outside of the perimeter of the Riparian Resource Areas). The Arizona Crossing between the Property and Reata Park Parcel may be utilized when a Fish and Game Code §1602 Agreement has been entered into allowing such use. Company shall abide by all terms and conditions of such 1602 Agreement. 2.1.7.3 Damage to Riparian Resource Areas. In the instance that the Riparian Resource Areas sustain any damage during the Management Term, Company shall immediately notify City concerning the damage. Within five (5) days following Company's delivery of said notice of damage to City, Company and City shall meet and confer for purposes of discussing the damage and addressing restoration of the damages areas. lfthe damage is caused by, or otherwise the result of, the actions-whether of commission or omission--0f Company or any other person entering onto the Riding Park Parcel pursuant to, or under color of, this Agreement, Company, at its sole cost and expense, shall be responsible for (i) preparing a restoration plan that addresses and provides for timely and complete remediation of the damage, (ii) submitting the restoration plan to City for review and approval, (iii) modifying the restoration plan in accordance with any comments or directions received from City, and (iv) performing all restoration work in accordance with the restoration plan approved by City. All restoration work shall be subject to oversight by City and shall be performed in accordance with time frames and methods approved by City. 394/028428-0019 6143924.9 aOl/18118 -4- 2.1.7.4 Material Brc4tch. In addition to any other rights of City to tem1inate 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; Complfancc. 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) Ifrequested by City, assist City staff to best facilitate the development and installation of City's lemon grove parcel (manpower). 2.1.9 Signagc. Company shall have the right to install signage upon the Riding Park Parcel identifying the location of the facility and the activities/events conducted by Company 394/028428-0019 6143924.9 aOl/18/18 -5- thereon as Permitted Uses; provided that (i) Company shall provide to City a written description and/or depiction of the intended signage prior to installation, (ii) all signage shall identify the Riding Park Parcel as the "Rancho Mission Viejo Riding Park at San Juan Capistrano," (iii) City shall be the right to approve/disapprove any signage proposed by Company, (iv) all costs and expenses associated with designing, permitting, constructing, installing, and maintaining the signage shall be borne exclusively by Company, (v) Company shall maintain all approved signage in good condition and repair, (vi) at the conclusion of the Management Term, Company, unless otherwise directed by City, shall remove the signage from the Riding Park Parcel, and (vii) Company shall submit sign plans including site plan location and elevations for City's review and approval of any amendment to the sign program for the Riding Park Parcel as exists on the Effective Date of this Agreement. 2.1.10 n.ulcs 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 EXHJJJ/1' 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 Ex1>enses. 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 ofreceipt of the invoice for any such payments made by City on behalf of Company. If such payment is not received within such thirty (30) day period, interest shall accrue on the outstanding balance due at the maximum legal rate then in effect. 2.1.12 City Responsible for Certain Riding Park Parcel Expense . 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 394/028428-0019 6143924 .9 aOI/18/18 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 Ev ent 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 394/028428-0019 6143924.9 aOJ/18118 -7- for soccer, the Company shall be entitled to an Event Management Fee for one Small Horse Show Event Day, and one Non-Horse Show Event Day. 2.1.13.2 I>aymeot of Uasc Management Fee. The City shall pay the Base Management Fee to the Company based on the following schedule: January 1, 2018: February 1, 2018: March 1, 2018: April 1, 2018: May 1, 2018: June 1, 2018: July 1, 2018: August 1, 2018: September 1, 2018: October 1, 2018: November 1, 2018: December 1, 2018: $100,000 $100,000 $75,000 $50,000 $50,000 $0 $50,000 $50,000 $50,000 $75,000 $75,000 $75,000 January 1, 2019: February 1, 2019: March 1, 2019: April 1, 2019: May 1, 2019: June 1, 2019: July 1, 2019: $100,000 $100,000 $75,000 $50,000 $50,000 $0 $50,000 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 Payment of Revenues Payable to Citv. In lieu of Company transferring all Gross Revenues to the City and then receiving the City Riding Park Expenses and Event Management Fee payments, City shall effect payment of the City Riding Park Expenses and Event Management Fee amount by an offset against the Gross Revenues and Company shall pay City the remainder by check in good and immediate funds no later than seven (7) days after receipt of notification from the City Manager or City's Chief Financial Officer or authorized designee that the report of Gross Revenues, City Riding Park Expenses and Event Management Fee for the applicable calendar month has been accepted. Company shall provide the report of Gross Revenues, 394/028428..()019 6143924.9 aOl/18118 -8- 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 Jess 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'?. 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 Owner hip of Improvements and Personal Prouertv. All non-permanent structures and improvements on the Riding Park Parcel installed by Company during the term of this Agreement and all fixtures, furnishings, and equipment and operating inventory purchased by Company during the term of this Agreement shall be considered property owned by Company and shall be removed by Company at the Termination Date unless other arrangements are made with City. 3.0 TERMINATION 3.1 Company's Right to Terminate Agreement. In addition to any other rights of termination afforded to Company in this Agreement, Company shall have the right to terminate this Agreement prior to the end of the Management Term upon any of the following events: (a) A material breach by City and only upon not less than thirty (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 (30) day period, which may include providing water to the Riding Park Parcel from another source, in which case the Parties agree to meet and confer in good faith to adjust the Riding Park Parcel Management Fee to address any increased costs associated with an alternative water supply. (c) Loss of Company facilities located on the Riding Park Parcel due to environmental or other property constraints including but not limited to natural disasters, and only upon not less than thirty (30) days' prior written notice to the City of Company decision to terminate 394/028428-0019 6143924.9 aOl/18/18 -9 - specifying the environmental or other property constraint. Upon receipt of such notice, City may, but shall not be obligated to, effect to remedy of the environmental or other property constraint within such thirty (30) day period, in which case the Parties agree to meet and confer in good faith to adjust the Riding Park Parcel Management Fee to address any increased costs associated with City's remedy. 3.2 Citv 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 Prope11y was acquired with the proceeds of tax-exempt bonds and this Agreement is required to be compliant with applicable provision of the Internal Revenue Code and implementation IRS Regulations, including but not limited to Revenue Procedure 97-13. If, and upon, City's receipt of a determination from a qualified bond counsel, the Trustee for such bonds, the Internal Revenue Service, or other qualified person or entity, that this Agreement is not a compliant management agreement, City shall have the unqualified and unilateral right to terminate this Agreement prior to the end of the Management Term upon thirty (30) days prior written notice to Company. City shall incur no liability due to such termination except that upon such termination, City shall be obligated to pay Company the Riding Park Parcel Management Fee, computed as provided in this Agreement, earned by Company through the date Company ceases performance under this Agreement pursuant to such notice of termination. City and Company agree to meet and confer in good faith to determine such final payment amounts. (d) City sells or transfers the Riding Park Parcel and a condition of such sale or transfer is the termination of this Agreement with respect to the applicable parcel prior to the end of the Management Term; provided that City provides Company at least ninety (90) days prior written notice of the termination of this Agreement (or portion thereof affecting the applicable parcel) due to the sale or transfer, and upon such termination City shall pay Company the pro-rata amount of Riding Park Parcel Management Fee earned by Company to the date of termination. 394/028428-0019 6143924.9 aOl/18/18 -10- ( e) If all of the Riding Park Parcel (or a sufficient portion thereof so as to make infeasible, in the City's reasonable judgment, the continued operation of the Riding Park Parcel for the purposes for which Company is performing the Riding Park Parcel Management Services shall be taken through the exercise (or by agreement in lieu of the exercise) of the power of eminent domain, then upon the earlier of (i) the date that City shall be required to surrender possession of the Riding Park Parcel or of that substantial portion of the Riding Park Parcel or (ii) the date when the Riding Park Parcel as applicable, is no longer open and available for operations, this Agreement with respect to the Riding Park Parcel shall terminate and neither Party shall have any further obligation to the other Party with respect to the applicable parcel, except with respect to liabilities accruing, or based upon events occurring, prior to the effective date of such termination, including but not limited to payment of the Riding Park Parcel Management Fee earned by Company to the date of such termination. (f) If the Riding Park Parcel should be destroyed or substantially damaged by fire , flood, acts, or God, or other casualty, City, by written notice to Company within sixty (60) days following the occurrence of such event, shall have the right to terminate this Agreement with respect to the Riding Park Parcel on the basis that City does not choose to rebuilt or restore the applicable parcel, and in such event neither Party shall have any further obligation to the other Party under this Agreement with respect to the applicable Parcel, except with respect to liabilities accruing, or based upon events occurring, prior to the effective date of such termination, including but not limited to payment of the Riding Park Parcel Management Fee earned by Company to the date of such termination. (g) If there is a disruption in Company's operation of the Riding Park Parcel, due to war, sabotage, riot or acts of civil disobedience, acts or omissions of governmental agencies (except acts of governmental agencies including, but not limited to, the City taken in accordance with this Agreement), accidents, fires, explosions, floods, earthquakes, other acts of God , strikes, labor disputes, shortages of materials, or any other event not within the control of Company, City, by written notice to Company within thirty (30) days following the occurrence of such event, shall have the right to terminate this Agreement and in such event neither Party shall have any further obligation to the other Party under this Agreement with respect to the applicable Parcel, except with respect to liabilities accruing, or based upon events occurring, prior to the effective date of such termination, including but not limited to payment of the Riding Park Parcel Management Fee earned by Company to the date of such termination. 4.0 DAMAGE; LIENS 4.1 Company to Rcnair 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 ofthis Agreement. 394/028428-0019 6143924.9 aOl/18/18 -11- 4.2 No Liens. Company shall not permit to exist or otherwise to be enforced against the Riding Park Parcelor any portion thereof, any mechanics', materialmen's, contractors', or other liens ("Liens") arising out of the acts or omissions of Company hereunder. Company hereby indemnifies and agrees to City and any affected portion of the Riding Park Parcel free and harmless from all liability for any and all such Liens, together with all costs and expenses, including, but not limited to, attorneys' fees, expert witness fees, and court costs reasonably incurred by City in connection therewith. If any such Lien shall at any time be recorded against the Riding Park Parcel (or any other portion of the Property) as a result of the foregoing, and Company shall fail, within twenty (20) days after such recording, to either (i) pay and discharge the underlying claim and cause a lien release to be recorded, or (ii) furnish to City a surety bond or other security reasonably satisfactory to City protecting City against liability for such Lien and holding the affected property free from the effect of such Lien, the City may , but not be obligated to, take such action or pay such amounts as may be necessary to remove such Lien, and Licensee shall immediately pay City the amount so expended by City, together with interest thereon at the rate often 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 patty 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 ofthis 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 govenunental agencies. Upon the expiration of the Management Term or earlier teimination 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 394/028428-0019 6143924.9 aOl/18/18 -12- Company's use of the Property or otheIWise 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, arid shall not include any Company corporate overhead or administrative fee or charge. The City Manager shall have the right to pre-approve any legal counsel retained by Company to defend the City, and to approve all legal bills incurred in such defense. 6.0 CITY REVIEW AND EVALUATION 6.1 Riding Park Parcel Operation and Maintenance Evaluation. City shall be permitted to periodically, in its sole discretion, to evaluate Company's performance of the Riding Park Parcel Management Services to determine conformance to the requirements of this Agreement. In the event of any deficiency in Company's performance, City shall provide Company with a written notice of deficiency identifying the deficient items or issues. Upon receipt, Company shall promptly, but in no event more than five (5) days, notify City in writing of the corrective actions to be 394/028428-0019 6143924.9 aOl/18/18 -13- taken and shall correct such deficiency within fifteen (15) days thereafter, or for such deficiencies which are not reasonably capable of being corrected within such fifteen (15) day period (which shall not include delay merely due to an unwillingness to expend money), Company shall commence the correction within such fifteen (15) day period and shall diligently prosecute the correction to completion. The cost of all corrective actions shall be a Riding Park Parcel Operating Expense. 6.2 City Access to Riding Park Parcel. City shall have the right enter upon the Riding Park Parcel at any time to inspect the premises and conduct the review and evaluation described in Section 6.1; provided, however, that City shall not (except for any public safety or health emergencies) shall not disrupt Company's operations or any events or activities occurring at that time on the Riding Park Parcel. 7.0 NOTICES Any notices which either Party may desire to give or may be required to give to the other Party under this Agreement must be in writing and may be given either by (a) personal service, or (b) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (c) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by notice: Ifto Company (if by mail): Ifto Company (if by personal delivery or document delivery service): Ifto City: 8.0 BOOKS AND RECORDS; INSPECTION Mr. Robert Ridland P. 0. Box 609 San Juan Capistrano, CA 92693 Mr. Robert Ridland Blenheim Facility Management, LLC 30753 Avenida La Pata San Juan Capistrano, CA 92675 City Manager City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 8.1 Books and Records. Company shall keep full and accurate books of account and such other records as are necessary to reflect the results of the Riding Park Parcel Management Services. All books and records of Company for the Riding Park Parcel shall be located either at Company's offices on the Riding Park Parcel or at another location in the City disclosed in writing to the City Manager. All accounting records shall be maintained in accordance with generally accepted accounting principles. All such books, records, and reports shall be maintained separately from other facilities operated by Company. Company agrees to maintain reasonable and necessary accounting, operating, and administrative controls relating to the financial aspects of the Riding Park Parcel and such controls shall provide checks and balances designed to protect the Riding Park Parcel, Company, and City. Company shall maintain all financial and accounting 394/028428-0019 6143924 .9 aOl/18/18 -14- books and records for a period of at least four (4) years after the Termination Date of this Agreement, and City shall have the right to inspect and audit such books and records during such period as provided in Section 8.2 below. 8.2 Inspection. Upon seven (7) days prior written notice to Company, which notice shall set forth the date and time that City desires to inspect Company's books and records as pertains to this Agreement, City or its authorized agents, auditors, or representatives shall have the right during normal business hours to review, inspect, audit, and copy the books, records, invoices, deposit receipts, canceled checks, and other accounting and financial information maintained by Company in connection with the Riding Park Parcel Management Services. All such books and records shall be made available to City at the Riding Park Parcel unless City and Company agree upon another location. City, at its own expense, shall have the right to retain an independent accounting firm to audit the books and records of the Company as it pertains to this Agreement on an annual basis. 8.3 Disclosure. City agrees to treat all books, records, financial reports, and, financial documents, including the Gross Revenues reports provided to the City's Chief Financial Officer pursuant to Section 2.1.12.1, as proprietary corporate financial records not subject to disclosure under the California Public Records Act pursuant to Government Code Section 6254.15, except as may be required to be disclosed by court order. Company and City agree that, notwithstanding the foregoing, this Agreement and all books, records, reports, and documents provided by Company to City under this Agreement are not subject to that certain Confidentiality Agreement between Company and City dated November 2, 2011. City shall notify Company within three (3) business days of notice to City that a third party has threatened to seek or is seeking a court order to compel disclosure of such corporate financial records and Company shall have the right, at its cost, to seek a court order barring such disclosure. Company shall indemnify, defend, and hold City harmless from any claim, action, demand, or judgment, including but not limited to City's actual attorney fees, arising out of or related to the refusal by the City to disclose to a third party a corporate financial record submitted by Company to City. The defense of any action seeking disclosure of Company's corporate financial records shall be at Company's expense and handled, at Company's option, either by legal counsel acceptable to the City Attorney or by the City Attorney's Office at the rate of $375 per hour. 9.0 MISCELLANEOUS 9.1 Contract Administration. City has designated the City Manager as the individual who is responsible for administering this Agreement on behalf of City. The City Manager may designate a member of his or her staff to serve as the City Manager's designee to carry out the City Manager's responsibilities in administering this Agreement. Company has designated Melissa Brandes as the individual who is responsible for administering this Agreement on behalf of Company. Company shall notify the City Manager in writing if another individual has replaced the foregoing designated person as the person responsible for administering this Agreement on behalf of Company. The Parties acknowledge that except as otherwise expressly provided herein (a) the City Manager has the authority to approve or consent to those matters identified in this Agreement as requiring City's approval or consent and to make all other decisions on behalf of City regarding the administration of this Agreement (except where City Council approval is expressly required herein), and (b) Company's foregoing designated person or such 394/028428-0019 6143924.9 aOl/18/18 -15- other individual designated by Company in writing to City has the authority to approve or consent to those matters identified in this Agreement as requiring Company's approval or consent and to make all other decisions on behalf of Company regarding the administration of this Agreement. City's management direction to Company shall be given by the City Manager or City Manager's authorized designee. In addition to such other authorizations granted the City Manager in this Agreement to act on behalf of City, the City Manager shall have the authority, in the event of a dispute involving the interpretation of the terms and provisions of this Agreement, to reasonably interpret the terms and provisions of this Agreement on behalf of City. 9.2 Companv Is Independent Contractor. Company is and shall at all times remain as to the City a wholly independent contractor. Nothing contained in this Agreement shall be 6onstrued 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 inderrmification to Company for injury or sickness arising out of performing services hereunder. 9.3 Contracts nnd Agreements. Except as provided below, contracts and agreements entered into by Company from and after the Effective Date of this Agreement that in any manner relates to Company's performance of the Riding Park Parcel Management Services (including without limitation professional contracts, contracts for maintenance and repair services, pest control, supplies, and landscaping services, and agreements for tournaments, and group functions), shall not, with respect to the Riding Park Parcel Management Services, extend beyond the Termination Date of this Agreement, be for a term of more than thirty (30) days, or if the date for performance under such contract is, with respect to the Riding Park Parcel Management Services, after the Termination Date of this Agreement, then Company shall obtain the prior written approval of the City Manager for such agreements and City agrees, upon expiration or earlier termination of this Agreement, to assume all such agreements it has so approved. 9.4 City Financing. In the event City desires to obtain bond financing or other financing or to refinance existing bond or other financing ("City Financing") which this Agreement affects, Company agrees to amend this Agreement at any time and from time to time, if, in the opinion of the City's legal counsel, this Agreement must be amended to comply with laws, regulations, rules, or procedures applicable to the City Financing, and any refinancing or refunding thereto, including but not limited to those laws, regulations, rules, and procedures applicable to or promulgated by the Internal Revenue Service. City and Company shall meet and confer in good faith to effect such written amendment to this Agreement as necessary to insure the Agreement is in compliance as required by the preceding sentence, which amendment(s) shall be affixed as an 394/028428-0019 6143924.9 aOl/18/18 -16- attachment to this Agreement; provided, however, that in the event City and Company disagree on the nature or scope of the required amendment(s), either party shall have the right to terminate this Agreement upon thirty (30) 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 Citv 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 assigrunent 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 Com1>1iancc With Law; Licenses and Pcrrnits. Company shall comply with all applicable laws of governmental bodies having jurisdiction with respect to the Riding Park Parcel and Company's performance ofthis 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 aOl/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 o~this Agreement or any work to be conducted as a result of this Agreement. )j 9.8 Covenant Against Di criminatioo. 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, empl.oyee, 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; Attorncv Fees; Litigation Matters. The internal laws of the State of California, without regard to principles of conflicts of laws, shall govern the interpretation of this Agreement. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, Company's monetary damages shall be limited to the Riding Park Parcel Management Fee and in no event shall Company be entitled to economic or consequential damages or to punitive damages. In the event of any litigation arising from or related to this Agreement, the prevailing party shall be entitled to recover all reasonable costs incurred, including court costs, reasonable attorney fees, expert witness fees, and other related expenses. The Superior Court of the County of Orange shall have exclusive jurisdiction over any litigation between the parties hereto concerning this Agreement. Service of process on City shall be made in the manner required by law for service on a public entity. Service of process on Company shall be made in any manner permitted by law and shall be effective whether served inside or outside of California. 9.11 Right and Remedies Cumulative; Waiver. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A Party's consent to or approval of any act by the other Party requiring the Party's consent or approval shall not be deemed to waive or render unnecessary the other Party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 394/028428-0019 6143924.9 aOl/18/18 -18- 9.12 cv crabilitv. Jn the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless . 9.13 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.14 No Relocation Rights . Company shall have no rights under this Agreement for any relocation assistance or benefits whatsoever upon termination of this Agreement, whether by condemnation or otherwise, and Company expressly waives any right to such relocation benefits or assistance it may have under any applicable laws, including but not limited to California Government Code Section 7260 et seq., the Relocation Assistance and Real Property Acquisition Guidelines set forth at Title 25 California Code of Regulations Section 6000 et seq., the Uniform Relocation Assistance and Real Property Acquisition Act set forth at 41 United States Code Section 4601 et seq. and federal regulations set forth at 49 Code of Federal Regulations Part 24. 9.15 Survival of Covenants. Any covenant, term, or provision ofthis 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 Posses so1y 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 Beadings. 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. 394/028428-00 19 6143924.9 aOl/18/18 -19- 9.20 Entire Agreement; Amendments. This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. This Agreement may be amended only by an instrument in writing approved by each of the Parties hereto. 9.21 No Third Partv 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 lncomoratcd. All exhibits and attachments to this Agreement are incorporated herein and made a part hereof. 9.24 C ounterparts. 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. 394/028428-0019 6143924.9 aOl/18118 [END-SIGNATURE PAGE FOLLOWS] -20- 'IN WI1NESS WHEREOF, the parties have executed and entered into this Agreement as of the day and year first written above. Date ATTEST: Maria Morris, CMC City Clerk APPROVED AS TO FORM: Best Best & Krieger , LLP Jeffrey Ballinger City Attorney Date "CITY" CITY OF SAN JUAN CAPISTRANO Benjamin Siegel City Manager "COMPANY" BLENHEIM FACILITY MANAGEMENT, LLC By:~~~~~~~~~~~~~ Mr. Robert Ridland President [END OF SIGNATURES-EXHIBITS FOLLOW] 394/028428-00 I 9 6143924.9 aOl/18/18 -21- lN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the day and year first written above. Date ATTEST: Maria Morris, CMC City Cl.erk APPROVED AS TO FORM: Best Best & Kri~ger, LLP Jeffrey Ballinger City Attomey 1/16/2018 Date "CITY" CTTY OF SAN JUAN CAPISTRANO Benjamin Siegel City Manager "COMPANY" BLENHEIM F ACIL1TY ~~~~~' Mr. Robert Ridland President [END OF SIGNATURES--EXHIBITS FOLLOW] 394/U2tt42K-Otl l 9 6143924.9a0111 l/18 -21- 394/028428-0019 6143924.9 aOl/18/18 EXHIBIT A [SEE FOLLOWING PAGE] EXHIBIT A 394/028428-0019 6143924.9 aOl/18/18 REPLACE THIS PAGE WITH EXHIBIT A \' \\ ! . ,. ~ ! . .. .. ... ' t ' t i1 ~!it . . : .. "[h •• •1'.~~.~. ,J ~· a;· Rldln1 Pirie A111a Ind lift LIGH••. ExWlllt A EXHIBIT B EXHIBIT "C" AND "D" OF THE GRANT DEED TO THE PROPERTY OUTLINING USE RESTRICTIONS AND PREMITTED USES (See Attached) 394/028428-0019 6143924.9 aOl/18/18 EXHIBITB [SEE FOLLOWING PAGES] EXHIBIT B 394/02&428-00 l 9 6143924.9 aOl/18/18 REPLACE THIS PAGE WITH EXHIBIT B EXHIBIT B ~15H!Bff C VS!i RE{HB!CIIONS -eABCJ:!l.S l ANO~ (C· 1: ExhlbH 4.1-3 of R:inch Phm EIR C-2: Secllon 111-H or PC Toxl C-3: Soollon 111..J of PC Tvxc) ~nACHEOJ ............ -_, .... . , u l J '·· J u (j u l~ [~ '-""" ] 'A I J I J 'I. /\{~Hlt,;U~ TUHAL ANO IHl·llnR t:m~rlNG AND tJN.GOll"JO USGiS The purpoue and Intent ot !his Seclion Is ro allow for uaas r.ompnliUre wtth lhli ex isting sgrfovlluml an~ low Intensity nature or the Renuh Plan PC area , and oonsl!.rtenl wllh the A 1 "G1meral Ayricutturel ' OlGttlct Regurotlone of Zoning Codtt Section 7-9·66. The$e ueet lnc:l udo non ·ngr!cu lturol uses conol6tent wltll Iha open space 1'\Ql\JrG of a9rlcu1turnl uaes. It 8 ofso Intended tl\at these u11Sa (llgt1oo llurnl ond 1101n1grlcvftur61f) m~y be allowed as Interim uses wilhln Ran ah Plan PC r:i1am1lng Areas designated for future development. 1. Agrtcultural Ulloa: The fOllowlng existing, relocated and future farming an(I ranch l no use" shall bu ellowecl wUhln l!ny Planning Area, In addlUol\ to u&etS enowed by the A 1 'Gen em! Agrlculturol~ Dia trier Regulollons per Zoning Cod~ Secti~m 7 ·0·~5. eubJ,,c:< to mllfgeUon rneaavres lden Ulled In ttie Ranch Plan final Program .EIR 5R9, p~r th~proced Lires aescrlbed Jn Section 111 .rl .3 hereof: m) Grazing (cattle, horses, snsep, goels, etc.), b) Farmln{,I (citrus fanning, iJry fermlng, and· row crops). c) Coref<>kar housing 9nC1 related fttcillllea In relation to on-going agncultural end ranoh f ng opersl'lons, Including the "Ranch House• roslclonco IOCfJted sol1lh or Ortega Hlgt)way in Planning Area 10 and the •Hors1J Rench" resldMce et 33101 OMga Highway In Planning Area 4. cl) Ernployee quartarts related to sgrlcL1lt1,1ral llses. r • e) Livestock feeding rancl,es In oompllance with' appllwble Melt\'\ and Bl!lff!\y re17uletlone. f) Paclclng plants tor &!ilricuftural products. g) Permanent faclflUes ror sale of agricvltural products grown within the Ranch Plan PC Ar11a. h) Apiaries (Jf 150 feel from a street or highway, 40 feet from any pro·perty line ' -..... _ c,1mtinore thCl'TI nllO 'IEJerfrnrtraricmcupleth!wetrtrTg)· .. -·--·-·"··· ....... ~ ... ·• -• fl11riuh Pl~n f'IC ~ro9rum Tul ii• ApprovoiJ NDvfn1b1tr H, :1004 b~ Or~ln•ni::o Ni:>. 1)4 .-Otol PoUtt 06 ·:j . zj :J 'I :j :a ''I I~ ,., 11 · IJ ~ .. 1j I.' IJ !j 2 • l!xlolfng U~eo: The followln9 e1d&tlng u591l stiall ~ tdlowed in t1pprop1liito 1ocstlon11 \hroughout the l~t1nr.h ~len PC Arna, per thtt p r oi;1:1uu~11 In l:htt.11011 fll.H.3 hereof: i.J) Rancho MfElslon Vle)Q hfltidquertrara ("Oflclna") ~t :ZB8f1 Ortega Highway, lnch1dlng a· halipo1'1. 1>) l.ade(E construction offices ot 26011-A Orlego Highwoy. c) f\ancho Mlsg!on Vl~Jo malntel'\ance yam at 2 36 72 Ortega Highway. d) Ranr.hlng racllltlee al&o used perlod!cally for recrasllonel purpoDes (lncludlng veow Camµ• at 31471 Ortage Highway, end "A.ml!l'\les Camp" and 'Campo Portola• with in Planning Area 10). e) Communication tranemitrlng, reocplfon or relay .racllitles (Including AlrTouch/Pac8ell Wlrel&!IS, Bell South , Sacldlet.>ac:k KSBR, foOG&E, a11d SCE) imd RMV Tale com antenna alles. f) Public/privale ulillty buUdings and structures. g) Exlsllng lnrrestnJoture faullllles lnciudh19 bul· not llrnllod lo all t11clsUn9 (anch roEids. plpellr\es and utllllles. 01 p1:1rtfoular note. r(:lt'Onlllrucllo n or lhe San Juan Creek crosslne of roaclw1:1ye and uU ll Ues connecllr.io Planning Aretl 3 to Ortega Highway ehatr be allowed In the event or storm damage. h) Wholetsale nurseries (including Tree of Life Nursery, Color Spot Nursory, DM Color Express Nurseries, Tru-Green Wholesale Nurseries and O'Connall Landscaping yard). I) Cornmerclol stables (lncl u'dlng O~l<sfBJenhelm/Ranoho Mission Viejo Riding Psr1<, 011ks CorralfJ. lrvlne Sm ith, RJO Horse Ranch, St. Augu!!tlne's Training Oehler end Stables. J) Reae11rch snd development tea(lng racilltles and ectlvltles (lncluclin9 TRW, ·--·-·-~P-· -·········Northrop Srummsri·Spece"'feohnology·mnd Prup1:1lelow1'estlOQ Sita);· ...... ·• jJ lJ 13 11 /()· WE4ste dlspo1ml operations end related uses (lnctuc.fing Solog Oispo~al, Ti"rra Ver~e Industries end'le PEJtD Greenweste). f) Stor11ga ol recreatlonef vehlci~s. c1.1mpers, tralffm and boets. rn) Recycling and transfer/ma1e1leile recovery fac!ll U&s per Zoning Code SecUon 7·9·146.12 (lnoludln9 Elwes Material& Asphalt Recyr,ll ng). · n) Surfer.a min ing and quL'!rrylng or 1'0<;k, send, grav el, agg1•eg1:1te, e011h , cley ond 111rnllar malerla!6 par Zoning Code Section 7-9-'104 (lrictud1ng CaUfornia Runr.h Plan PC Prooram ;11wt u Appnwnd N"11emt11!r 11, 2004 by Ofdlniincn No. 0~-01~ ..... ~ .... ·:-··.: ··--~ ---... ··-·--· ·---,·;··~··.··· ·---.--•-;·-.·-------·~ ..... ·-·--. -·· I{ ! . .:,. .. ~:!,,.)' .,O.o• •-•n • w•~•'• ... -• • ., I~ lj /§ Ii l~ortlund Cemcmt/Gatallna Pa<;ific.: Cc:mc:r11ta So11lh, C~llfomla !:l Ulcv/Og!~l.ly No(lon, l'ransll Ml><ed Co11crnle Company/City Com:rate, Ols1:111 PtlV1ngslon11, lno. and Sierra Soils). o) · Rellource milfgallon sites for the preuervaUon or replaoome11I or nellve. l'ipatiun or other blologlcol habllal, os approv<:1d oy the opp1"l'lpr lote regulatory eg6ncy (e .g .. Army Corps ot E1'1{Jlnaers, U.S. Fish & Wiidiife Service C11llfornla Doporlrnenl of Fish and Game end/or tMe County). 3. Proce,iures: El . Conlim1atlon of Existing Usea ·1) Agricullu rel <ind l'!Xlsllng u11e6 llsie<I In ~ectiorni 111.H.'I anci IH.M.2, r·aspe c.:Uvely , may continue In their prr.senl location(s) In porp<:1tuHy without r1oad f()r eurrnequenl permllllng or approval. <l An'} bulldln91.1, 11lNl.."1Ures or other faetlllles ullllzacl In connection wllh en eslabllsMd/exlellng use may be repaired . replaced or modllied without 111Jto lnin g new permits or approvals; provided. however, thal uny and oll conetructlc>n ecllvlllee performed in rurtherance or lhe repair, rep111csmen1 and/or mocllficallon of sold buildings. etructure11 and racllllles shall comply with aP,pllc:able bulldlng and safety codes. :~) In Instances where a use llel~cl in Seollons 111 .H.1 end tll .H.2 lo allowed per 8 Use Perrnll, and that particular Ustt Permit I& subject 10 a · time li mitation. the Use Permit may be renewed nornlnlstraUvely (lor approval or the DiroctC'lt, PPS. b. l:::)(pf.lnslon or Existing Uses 1) Agricullural Uses -Any agrlculturel use lhlled In Seotton 111 .H.1 may be e><pondad wllhoul l/'le need lo obtain e pr ior permit or olher tt pp roval lroni the County . Notwlthslandlng, AMpanelon of en agri~flural use rnay requlrtt the Issuance er e pem1lt or other lormel autflorlzetlon rrom e rec1era1·crr· sretEf agency· pr1or10 commem:enten1 ·C1T ·us11 ·<7f t1u ·expended · facillly . AddlllonaUy, any conslruef lon ectlvllles performed In rurU1erenco. of !he expandecl use shall comply with appllcaol& bulldln9 end safely codes . ~) Exlsllng U11es -Any ~>1!stlng use idenUtled In Sec.:lion 111.H.2 mlly b& expended wllhout th11 Jssu~nc11 of new County approvals or permits, provided thal: (a) Any expansion 11hall fully comply with f.111 .,l(l!ltin'1 t1eveloprnent ao<J permlttlno stande 1·ds for the pe111cuter use; Rcmcl1 P.ICll'l PC f';•)•Jl'l!ut1 'Tex! ~:ii Appru~od Nflvumbe• 6, 2004 by On.llMn<:e No, 04-0i4 r , ~ ,,.Y,;. :v .. '" ··-- ;I ')1 I ~ '.:J .. ,q ; .... J '.:n :.ia ·~. !.1 (ll J All (;Onutnir.tlon ocllvlties perfo11l\ad in fi.lr·lnemnCl!I of ftie exp~n~lon 111-e conducfttd ir1 aucordance with 11ppllcklblE1 bullc1lng and ~uftity 1;0(h1s: Rnd . (c) /\II necessery permits anf1/or authorizations from appllr.ehle federal Bnl1 !itat11 agencies ere obl.illned prior to r.nmmenc:amant or use of the rtxpandeci facility . 1;. ReloceiUon of Exietlng U~es 1) Agrlevllursl l)ses -Any l!xleUng uso lr.IAntlfled in Seo!lon lltl'i .1 11111y be roloCi!lletJ with in or throughout tile Ranch Plan PC Area without lhe neacl l'or lsauanoe of a mm pttrmll or other pl1 or epproveil lrom lhe Counly. Notwithstanding, relooetlon of en existing agrll:ullurol une may require the lssl 1ance of a permit or other rormal euthorb:cstlon lrom a state nr federa l auoncy prtor to the desired refOOQllon. 2) Existing Uses -Any ei<lstlng use ldentlfled In Ser.llon 111.li.2 may be ralooarert within or throughout the Ranch Plein F'C Aree, prnvldl'ld thal: (a) A Sitq Developmenl Permit shall be required, per zoning Admlnistrntor '1pprovol. In ccoordance wllh the provisions of Zoning CQde Ser.Uon 7- ll-150.3(d); (b) Air nar.&.<isary pormils and/or authorl7.allona rrom appllceble f11deral and 'tate agencies $hell be obtained prtor to relooellon. c1. New Agrloullurol Uses: Consls1ent wlth lhe provlslono of SecUon 111.H :I, above, new agr!oultural uses (es well ss ony euthorlzed uses lcJenlllled with in lho A1 ·General Agrlculturai• Ols!rtot) may be conduc;ted within any Planning Atos wlthol1l 1he Issuance of any County opprovola or permits, provided \hat : ·1} All new f11cllllles, structures anq buildlnge shall comply wilh existing ~1evelopment Eind de~lgn standa rds; 2)' All" e61,·srmetrorr 11c:t"'in~s-per1ommd' 1tnonnttctior1 ·wttt1 the-a a1a1111 stimenr · ·· of thti new use(s) ~hell comply with applicab le building and safely oodes; ond ~) All necessary permlta end/or sulhorlzatlons from spp llcable red1m1l ani:i slat~ agencle:i shall be obtalnl!lcl prior lo c::ommencamenl of the new u~e. 1~1111<:/1 F'l1111 1>c Pri>nrnm rext ns A~PAIVocJ Nov111nbur 8, 2004 ll)I OrcJlnim~s N11. o-t ./J 14 Peigo 09 I~ 1,d !~ I~ !~ w 12 ~j l~ 11 l! II I. ·n :lull'• He/\!-( v I /$1;;a r'Ef'<IVll'l''fl:U 'fhij µurpu6<l t111d iolenl of 111111 1'13111porary Ustis Pv rrhlltf.lrl ohaprt1r of lhci !'{u111~1 l~lllr1 PC Tt>XI Is lo Usl oll t"mporary use11 that &hllll l>6 enowAd within ~ti P1a1111lnSJ Amaa a1 1d u::ia r:nteooii1H1 (with lllR exr.epUon of lhe Open SpuciJ (S1:10Uon Ill.I) coto11ory, unloa!I 01lwirw111e r611trir.l0d balow . Salrl temporary uses Jrich1de. hut are 1101 \lmlleCI 10: ·1, r.om;truction lilcllvltfes (Including tt1e Jnatallot ion ot consrl'Uotlon offices on<J 1113 otprage or equipment and materials). ?.. Construutlon rirflr:a. The remporery use of a oom;truoUon or1fc:o during · lhe r:<>niilnrt:llon of a main bu il ding on the &lilme site eh~ll ba pe1 ·rnl 1tt1d upon lhe rouowlng conditions: o. A temporary conutrucllon office shall be removed or 1:1hell be convertod to 1.1 pMnltle d use prior 10 !he Issuance or a <:ertlnc1:1te or uso and ocr.upanc:y lot IM ml'tin hulldln~ or buildings. If coni;1ructl()n I& phQt1ad •>ver a length <it l!rne . thfl pBnlll! may provide that cerUfJcateo of use an d occuriancy may be Issue<! f<l r c:ompluted bllildfngs, Bxcept the lai>t bulldhil)R to ba 1:ompletAd , prior 10 femovF.ll or conversion or the temporary wut. 3. Continued use or 1:111 exl~tl11g build in g eluting conetf\lction. Tile use or mi ox ls Ung. lawfully &!llabllahed l>ulldlng may oonllnue du~ng construi:tlon or relooollon of t1t1oth~r bulldJng on lhe eeme building sne. In compli11ncu with tM followlno nrovls]t')ns: a. Conformity wi111 regulations. Prior t.o occupa11oy ol a new tiulldlng , the axlstll\g bUUtllng will be brought Into conformity with <my addlttonal rl!lgulatlon ran<lered applic;obfo by the pl!lcnment ot any new building on fhe site . Confonnltywlll be acoompflshed by removal, 1econstruotlon, relocellon, corwarsron , change of u11a or any r.omb ln allon thereof. b. Guurantee of comptetlon . Tho Dlroolor, PDS. i1hall requ ire lhe landowner !o provide a guarantee, which may JnolucJe 11 l>0n<1 , to ensure full oonwflanc1t with oppllcab!e regulations upon complellon of lhe new llullcllng or oooner If. in Iha opinion ol lhe Director. PDS. work per!Ellnlno to lhe compl1'Uon of ell 1L-1olllrles required by law Is not balng dlllgently pursued . 4. Temporal}' exca11aUonlextracflon of construcnon aggrogate or construction i:elalft.d.roa tedala..exlladlon.sl'lallba.allowed .UUrlng . COf.ls lr.u<:tlon .g cadlng.snd.on, .. site earthmoving uoUvltlea to promo!!) pro)ecl con~rvctlon etno1enc1es and limit long ·ra nge treneportallon of construction aggregate ti1id construction related matft1iaf sul>jffol to an ol the rollowlng condiliomi: a. Such lamporary exc.EJv11Hon/ex1t11ctlon use would bit lnc111ded In spplfc1.1l)la gra dlnQ or Sl\e De'leloprnent Permi\11 for a duveloprnenl projeo~ aM cunsle.tar11 with the R1o1nch Pll:l11 PC onel Fina! Progl'am EIR 6Ue. b. Exportallon or any surplus al(cavete<l/P.xtrecled cnns1rucUon a1:ioreo111e or 1:unsrruction-rera1ed materials uhall be limlleo to private or public conslru1:llo11 pro ect6 wilhin lhe boundarl1tll' of 11111 Ranch Plan PC Ai it~. c. t:xportat ~on oY any surpl~u1 excavete<J/extrncted oonotruoHon aggrege111 or oonst1\lctlon rttlflted m11terlals within lh9 pm1ecl sJl1t shall be allowud only l\1111ch 1"!101\ ~C PrOt)nwn TtjY.I cie ~Mrov~ N00<nl1)ber 11, 2n!\4 by 1)11Jh1111 1e11110 .11•.J)lll PC'l!JO Qfl 11 I~ .I wl1t1n nr.l1.1a1 cMslrucllon i:iradfng and 1)arthmovlng ac:Uv llles t"aave iximmeni;ed an<:1 Shull caase wlien It I& d"(e r1nlrrod t~t co11stn.ict1un grading 1:1nd eart1unovlr1g ucdv1t1ee have terml1111ted, have been lndennltory ~l1HpGRdad , or tir~ no lo nge r bolng oct111ely pursued lu r the devetovn·1f!nt projtic,;l, 5 . Gommerctal coar.hes . A temporary comme rolal r.oAch may I.le perrnilted subject to rtpprov111t of a Site Dave lopment Permit In accordancf) with Section 11.C, "Site Dev11!oprnent Permits ." Mel sub ject to the foJlow lng : a. Time llmltillion . A Site Development Permit FJpplic~tion tor a temporary uomrnercliil coach rney be b!Pproved for e maximum 1Jf two (:C:) y~1:1rs frorn the date Qf ~pprovfll. b. Cl:\sh bond . A cash bond In lhe amount of nvt:t hundred dollars ($500 .00) for each commerclEil <.;0Bch unit shell Ile po ated wllli me Director, PDS. to g~1aranre0 tho mmoval of each r.omrnerclal coach un it upon thti exp ir l:lll6n uf tha Zita D1:1velopment Permit. 6. Chrlstma~ lree 11alas ta1:lllty . A (empor<iry Ct Jri stmes tree sales facility shell he ptt1mittecJ suuject to the follc>wing requ lromants: a. Dale of l)pe11 ln g . A Chr istmas tree sales fac lllly ::ihell nol be op~n tor business cJurlng any ct1landar year prior lo Iha Cloy otte r Thnnksolvlug , Hnwevor. min ister ial po1mlte n.ecess ary to establish lhfl business mey he 1esued by November 15 . · b. M~roh111ndlse 10 be so le. A permllted Cliri:itmus treei sales raclllty shLlll nol engarje In the sale of any merchandise 11ol dlre<illy as5ociated with Cl1ristrnes trees end Chriljtmas decora ti ons. c. E laoltic~I permit. The applfr.:ant shall secure an eleclr to al permit rrorn the Director , PDS If the facility Is lo be enurgized . '1. Removal or faclllty. The for.lllty ltlell be fe1 'nove<:1 tind the prem11:1es shell be cteareCI of Dll debris and ras lo red to Ille condttlon prio r to the establlshmenl of the faclllly within fourteen (14) days alter Chr lstrnas. ~. Fire preventio n sta ndarc.J s. E!lch Ch rlslmas tree sales 1<1olllty shell cornp ly with fire pre venrlon slanderds as approve d and anrorc!ld lJy Ille Coi.mly Fire Chief. ·1." '1-1~·11o~eer; pu;~Pi~~; "S"ii~~ rac iiiiY'. A. tempo;:;;rY" ~·iEi1i~wea·n -p~mpk!n. saies 1ii ~ii1y sh~111 be Permitted subjeot to the fo ltow ln g raqu iremento: a. Date of opening . A Halloween pumpkin sa l ae laclllly Bh all riot t>e open for t>ueinasa du nng any calemla r year pr ior lo Octobe r 4. 1:1 . Merche nd i~e to be ao ld . A permitted H allow~en pumpkin ealor1 fec ll lly may nol Ge ll lle ms not dlre1;tly asisoc:l\Jlt1d with purnp!d ns anu H0H ow1w11 clecor111tions. c. Eleclrlcal permit. The appllcE>nt shall si:scura 1:ir1 el1;Jntrl1:iil ptmnil fm111 the Dlrttclor, PO$ f IM facility le to ba tmerylu1d. nn1n:h Plart P<.:. P~Q11r1:1tn 'rexl as AppmvGd f'JQV11mD11r II, 20114,hy OrcllnunoG No. (l4·014 1'1111u 117 i.•1 ,.. •• J '·'-* ··51 '-~ ~IJ .1. H~1rnoval of tacllity. 'fh~ ff.lcllity shall tia rernuvtid and thll µrC:lmhH:Jll claered or <ill cillbris and restored to U10 condiUon prior to tl1e e~tabllshmenl of tile rac.:lllty by Novsmber 14. a. firn prevunllon utandards. The (DClli1y shan co i nply with tlrt'l prevention stonrlnrds as approved ~ml enforced by th~ CounJy Fire Cl!ief. D. !:ipeclel outdoor gatherings , The _ternparery use of property tor apeulul outcloor galherlng:1 lr'lcludlng . but 1101 rtrnlted 10, pogGants. rrstrs, cernivalti, rodeos and . olhar 9lhleUc, rellglous or anter1a lnmonl events. such ectlvfUe:i ere permitted. wit hout regard ror othflr land use r&guleUons to lhe contrary , In any open spf:lc6 Planr1 i1l£1 Ania In compflance with the following provisions: a. Ac1Mlles on property own1Jd by or lease.a to the County and µubllc road rfghts· of-way may requi re ein encroachmanl parmn Issued by ttie Olractor , POS . b. Pri vvle ouldoor oa1her1ngs conductea wllh in open space areas (fnciudlng tho11e open spflce aretis regufah~d by Secuon Il l.I) sl\nll not be subject 10 1111:1 ro atricllom1 end requirements established In Zoning Codi:, Sec lf on Nl·13f:U 1. ~spe(;fc;il Outdoor Gatherings " c. 'The tempormy uSft rnoy ba pern1llt«:!d fur a µerlod not to e1<ceed 1011 ('1 0) conliecutlve days . Eyenls recurring more than lour (4) times in a calend~r y11er . are not uonsidered lempornry. · d. The Olrector, PDS may r~ci1.1i1·e a co3h bond or other uuaranlee for re moval of tha lomporary uee, cleanup and restorallon of the uvtlvlly site wi(hill :;wen (7) days of the acllvlly concluslon . e. Aµpllcallons ror parni1ts/cerllflca1es required t>y r.ubsec!lons '.'a.' and "b .' ttbove, shall be referred by the Director , PDS , co other aff9cled County agencies as may be appropriate for rev!ew and comment r. R.elBted issues lnclvdlng, bul no\ llm ltad to. pollo~/security, load and waler supply, uoe of 1ents and canopies , se nllatron laclllt!es, mecUoal eerv loes , noise . sionege, lire protecllon af'\d lralflc control shall be sa sfactor\ly sdclreaeed Els may b~ required by the Direclor, POS, Sheriff, Fire Ch ief. or Health Officer In their admlnlslratlon or other County codes. Such other codes may require lt\e 1:1nplloan1 to obtain permits suoh' as building, electrical. health and tent permits . ~. Farrn~rs ' Markals and off-site sa)e of a91tc1.1l1urel proclucls . A \emporary stancJ for •• --· ttnnare-of·SlJssuriat ·ag~louftural"praoocls-nol" growrn~llhln' the ·RanctrPlan JZIC Aree sha ll be parmllted subject lo the fo!towlng requlrement5 : a, Establlshmen1 of use/time llmll , Prior to boglnriing sale of any procJucl , lhe applloont sl,all obtain a temporary Cer1lflca1a ol Use an<1 O':cupenoy tor land from the County . The Cert ifi cate shall be good ror a period time of not 10 e><c:eed90 daya trom date otlsl!u~. t>. Merchandise to be so ld . The stand shall be lfmlled to 1ne sti le c;f agricullureil products . c . Eler.trlc11t permit. The appllcenl shall :iecura ~n el11r,;t1icel ptinnit from U1e Dlr~ulor, POS If 111& facility Is 10 be energll:.ed . 111lru:h Plan l"C l'IO!Jrl'lm 'J'e~1 a1 Appro11eo Nov11mh111 6, 2004 by OrcJIM11Cl'l Nu. 04 -014 . -·-:-. ·--·· •• •• ..-O •o -· 0 o • o••u-••••h -0 .• ,•o.-.. , .. • ........ -. --' ... -.-.. -··-.. . ...... ' .. ... , ·~'A I ' '·j ij Ll IA I~ fJ @ g ·-··· .. ~ [t lj Ii ll d. Ramovlill of faolltly, The fac:llll'y sl1all be rttmov~d anc.l ~ie p1·FJ111l911~ (;iee1r~J" of ~II debris nnd rt$tOred (o the condition prior co rtie e11tr:ibllshm11r1C or ltle facility wru11n tourtfle11 ( 14) c.Jays of the explrarton of the li1T11t 11m11. I;), fire pr~ve n !ion 11 11l ndarda, ihff facility Bli~ll c:oinply with lire pteve11tlo11 strtfldttrds 11$ approved and enforoed by the County i-lre Chier. f, Sita Development Percnlt. hi al.1cilU011 to lho above requirements, an approvecl Site Development Flermlt in accordilnce With Section 11.C. "Sit~ Oeve lopmant Permits," shell be required. · 1 o. Flreworlcs c1li:1plays, as allowed by the Orange County r-1re Authority. 1 ·1. StJb)ecl to the appr oval of the Director, PDS, a lan down er may con du u1 such other tempora ry ~1ses upon hie property as are cons lste n1 wlltl the r>u 1po se end . lnt"nt of thlll Sscuon. Maximum Alloweci Tramo Subjec\ lo all eppl!Clble govemmenlal tawa, rules 11nd ntdlellona, Seller placee no reat11C\lon on City rel a ling lO tl\e rnaxlm1M'!1 numbot Qf lrll;lt to and f"Jll'I tho f roperty QO weekend a 11111d the follow<r.g hollday•: New Yeare, Mumortal Day, FDurth of July, LObDr Day, Tt'MlnksgiVlng •nd Chrlstmao. Tht maximum nufllbltl' of trip• during the weGf(dey P.M. poak houre from I~ eqvet111an faoHIU•s, spans llel<f comple11es 11nd other 11llowed uses on Ule Prope11y shall not 111101H1d a tolflf of 203 lrlp• (combined Inbound 11nd ovtbovnd lr1pe). TtMI Cffy may elloc;ele lhesa trips 11mon9 tho 11llQWed uHe In 1111 ctlacretlon ea tong 11~ Ille maximum number of trtpe specm~ above Janot exceedO<S. For puri>Qaes or oelculatlng lhe niimb-er Of lrlpii from vques1r1an and aporm 118/d usea, a 1rtp gel'\eratlon factor of 1.0 P .M. ~ak hour \Tip fOf e39h permanent aques\rlen &tall. ancl a feQ\ol' of 20.67 P.M. peak hour 1rlp1 per spans fletdlaocoer fteld shall be appll•d. /W]/11nnllon of nod Gvtct9 to Apo/J¥trlpn W!f!f. 'Ma1<1mun1 8UQ'f'!Sd rrafftc• Rn/C(el/on BMed on pro/ocrrona or future !reff1c u::io11lated wHh Planning Ar911 i of lhe R11rn:I! Pron, which ll'lchldH thr Proporty, Sffl8r'I pr/mtlfy conoem" tile vemc to l1o go1111rot~ ~urlng lf!e ww111kd1y P.M. peex tioUt' (I.tu 4:.,5 p.m . to 5:~ p.m.J., Por that'"'°"· tho m1'lllmum 11Uowed trafffrJ r•,fTlctJon Ht for1lr 11bove f:t 1<oy11d fo th• wt11<dey P.M. peak hour, In 1horl, I/Iv rutr~lot1 ,.qufrfu1 rht r;;Ny Iii mer1«g1 //11 oporetton1 and CIV•ntt ID '""'" tl!at trama g&n.retod fram utH on tm Property <tllrlno tflat Nm• Pllfiod wovld nr~f •Kr:tad 203 trip• (r:omoln•d /11Cound ind auttxiund lrlpa), As notod 10ovu, !/If Cify may e//or;ste lh•ff tr/f1' 1mong the ellaWfl~ uaH In /ltJ d1J1cr1111tm 10 Jong 11a tho mp/mum number of~ 1pllo/fftd I• not 11Kaeed11d . . .. .. -..... --.. --· ··-·-.. ··-·· ....... ····-·-····. -· .. . <3/vtn tM nalu,.. of th• tJS•s 10 f)& aonr:llJCt&d on the slt11, whloh ere 1,;pecled to be prlmerlly 11 ~onllnueirtcm of us•s r;onducted on the Property over th• p111t stvsral yen, It Is nor 11~peat1d rh11t th• trafllo llmrtelion wauld 11nd1Jly r11slr/r;l lhe City's use of 11111 Prarwrty. For ""•mpkl, mos/ of lfl11 he"• snow11 /ypir:Plly o<;r;ur O\llJT 2 or moro day11 end ire taw specl•lor t\lltnls, with Ira~ to end from lho1111 actMlfts 1;9/ng s(J(TJ"1 mcro or less 11wmly o~r mostt porlOcti P11r1t1ef'IT/Clt, ho;s,, tr11/IM Jio nor Q1Jnt!lr111ry Optffte cturfr19 Ult poak houtT, ft shoulri In no!td thot /hi 1bovu-st11tecl trip r1•n111t/on rare of one (1) P.M. pok frovr rrlp pt1r llorff amfl does nor pM1ln lo the t1mpcnry lfl/ts used In conjuflf;f/on with the hon11 shows. 111fll r11l11 pe~Jns to Pflf'rr111nenl stalls tiJCpeo"1d lo bt a1111oc/aled wllh the one (1) allowtd comm11roiifl slablt o" ltlf Prop.rty. Thus, rw e/lllfTlplrJ, tr lhor11 wert $0 ooguplBd horse s111n:111t tf!e com!Tlfroie/ 1t1bJf, lflsy would be e1qm:ttd lo gtntr'91• ~O trip~ clurlng 1t111 P. M. p,.k hour. With rtgard to 11porta ~ld/IO(;cer "9kJ 1111111 en 1'1• Property, ll rsctor of 20. rJ'l P.M. peak hour It/pt would bo BfJpl/od '" st11t11d abow. Th<lf, tot ttKSmp/e, If"'"'' wtr• 4 rports fltfti'1rooallf /leldi In OPflrdflon during wHkday 11flflmood•Vt1nlng /IOU($, a total or 83 P.M . i:iaer/< hour lrlpa WfJIJ/d 01111xper;l11d. In :Jummfll')I, the r;umufsliv• lr/p.1 ~sor;l.r1Jri Wfrh 11111 llorn shOWIJ, thtt p11rmsnenl hors" a1ell1 and olh11r e/lowtd 1J.s11s lCJCfl •s 1Jparts Rt/ti 111Sts (a11 tlflfaw), would t>e confll:l"d In dol'ltmfnlrig whflt/l!Jr th,, msxfmum ofJoWtld trflmc llmltsUon wes bflng i;omplifd with. Using lhtt 11bonr exsmp/H, with 60 parma~n( horsfl stalls ll?d "sports fftld~. B lolllf or 133 P. M. poof( hour VIPs would Off gfJnlll'D(fld, le•vlng 70 P.M. p11ak flour"'*'' IVlllobl• (Or any fl<ne fl/Iowa or other 11r11nts tsklng pl1w al I/II ,,,,,. tim,,. rr should b,, r1mpht1$1iari 111111 tr/pt to 1na ltOITI lh11 Property on wtek1Jncl days {f.L S1turdey ind swnday) &()(} lflt holidays t111sr:1rlbsd above are not ~-'11'/0ted. Thus, It would b• 1Jlfp1tcl11d thrtl mfl)or •Vflnts on lhf. P~p11rty woufd bo ,.,aid on these liay3. In t'act, given lllfl maximum 11/owtrJ tr11fffc limlt•tlon, any •vent that would ™ult In mOt11 ltlsn 203 P.M. fMBk hour trlp11, when 1'10 trafflr: from th11t 8Vflnt 11 add#ld to tr~ trom other jfffowod un• M Im Prop11rty, would be ro11"/r~rJ to bfl htld on tlNI w••H•na. /rt any tvent, Ille· City ~ n1q11tn<J to rwgular. ony propond major WH~nd «tlvlly iut;fl l~t II would not crtare 1Jlgn/flo11nt adverH lmp11ots on lhe atra111a11on sntem and not adverJtlY •~at ex/111/ng tllli/211 B:J021.2 111d Mure ra~ldent1 /fl lhf ••• dut to parking, du#, "°'"· light Ind gin or olh11r lmpe0f1, To frelp 111dut;e tht.polfntlrtt for l/fllll •nd g1.,, /mpttOts, RMV 11111 prohibited lh• u1'1 '0f ptmllflfllt tlgttl/nf on th11 ,,,.., The 11PPllaatJrm Qf normeNy r1qu/rfli condkJoMJ llN or Olll•r (lltmlt ftquhm1n11 ol lfffl 0()(1/l(y (or Ure C~, •fttr •nm11c111foll of th• Froperty), ilnd C6QA rwvftJw 11sooi.tld wfth suofr {1flMll(J/llq. would bo •XP,11eted to tdtquttlfly "gul1t1J lWCh •'l'Wnt.s •mt to 11nsuff 1p~/al1 mlt/gflrton mtaflNWf 11111 spplklri whf" fndloeted. -.,....-·"-"'' ;• ....... -............. -·-·1~···•"'1°"'..--•· --· .. --............ ··-·-:,--·-··<'.'"' -·~--------......... -....... ·-· .... -...... ,...,. _____ ..... ._. ...... _ ... ___ ,., -· "' ... 394/028428-0019 6143924.9 aOl/18/18 EXHIBITC RIDING PARK FEE SCHEDULE EXHIBITC General Use Rental Pricing Entire Grass Field -$10,000 I Day Size : 12 acres, Includes Grand Prix Ring Pacific Field -$5,000 I Day Dimensions : 247 x 346 Derby Grass Field -$5,000 I Day Dimensions: 345 x 415 Picnic Area -$2,500 I Day Main Parking Lot -$5,000 I Day Parking spaces : 700 (Included with a minimum $3,000 rental) Additional costs, such as, but not limited to, staffing, rentals costs, technical support, and permits will be quoted and billed according to use . Soccer Use Rental Pricing $4,800 I day for entire grass field area (six full size fields) if less than 15 total days (consecutive or non-consecutive) in one calendar year. $3,850 I 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 aOl/18/18 EXHIBITC 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 Location Description Dimensions in ft. (if applicable) Square Footage Facility Rental Fee Pony Ring n/a n/a 219 x125 27,375 Lunging Ring Lunging Ring 2 Hunter 1 Arena Hunter 2 Arena Hunter 3 Arena Olympic Ring Grass Grand Prix Field Grass Pacific Field Grass Ortega Field Grass Derby Field Stall Rental (Permanent) Stall Rental (Portable) Facility Horse Fee (per horse) 178 xll6 210x129 312 x 141 298 x 149 271x126 188 x 420 243 x 426 247 x 346 219 x 348 345 x 415 10 xlO 10 xlO n/a Parking Lot (fee waived when event rental exceeds $3,000) Compllmentary 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 20,648 27,090 43,992 44,402 34,146 78,960 103,518 89,908 76,212 143,175 100 10 xlO n/a Rental Cost Per Day Allowable Uses $1,100 .00 $600.00 Warm-up or show ring $495 .00 Lunging $495.00 Lunging $600.00 Warm-up or show ring $600.00 Warm-up or show ring $600.00 Warm-up or show ring $600.00 Warm-up or show ring $1,600.00 Show ring $1,200.00 Show ring $1,200.00 Show ring $1,200.00 Show ring $50 .00 per week $40.00 per week $10 .00 $5,000.00 -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 aOl/18/18 EXHIBITC 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 Location Description Dimenslon.s in ft. (If applicable) Square Footage Hunte.1 3 Arena Pony Ring Lunging Ring Lunging Ring 2 Hunte1 1 Arena Hunte1 2 Arena Olympic Ring Stall Rental Office Tt aile.r Vendor 271x126 34,146 219 x125 27,375 178 x116 210 x 129 312 x 141 298 x 149 188 x 420 10 xlO 10 x 10 Parking Lot (fee waived when event rental exceeds $3,CIOO) Complimentary benefits included with re ntal: -Two daily drags per arena -Placement of trash receptacles -One move-in day (no ring usage) -Trash removal and disposal fees 20,648 27,090 43,992 44.402 78,960 100 100 -One Lunging ring is included at no charge when two rings are rented Rental Cost Per Day $795.00 $795.00 $495.00 $495.00 Allowable Uses Warm-up or show ring Warm-up or show ring Lunging Lunging $795.00 Warm-up 01 · show ring $795.00 Warm-up or show ring $860.00 Warm-up or show ring $60.00 per week $50 .00 per week $50.00 vendo1 display $5,000.00 -Two Lunging rings are included at no charge when three or more rings are rented Requirements of renta l: -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 aOl/18/18 EXHIBITC Ancillary I Logistical Rental Pricing (For Reference Only, Prices Subject to Modification) ITEM GENERATOR•• 120 KW Generator -cost to be determ ined Diesel Fuel -cost to be determined ELECTRICAL EQUIPMENT •• 50' Electrical Cords, 50 amp/single ph ase 100' Electrical Cords, 50 amp/single phase Distribution Box, per box I per day Delivery & Pick Up (ITBD) Light Towers -cost to be determined TRASH CANS ••-cost to be determined DOGGIE BAGS ••.cost to be determined RADIOS•• Vertex Radios -per radio/per day 6 Bank Chargers (value if damaged S599) Spare Batteries -per battery/per day One Time Delivery I Pick Up Charge FENCING/PRIVACY SCREENING** Fencing on Stands and/or Privacy Screen -cost to be determined Delivery/Pick Up Fee $150.00 Rental -Ultra Bathroom with Containment Tray ADA Handicap Accessible 2 Station Handwash RESTROOMS -Servicing Charge"** Pump Out Schedule To Be Agreed Upon -Ultra -ADA Handicap, and/or 2 Station Handwash *** 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, per service day .) RESTROOM SUPPLIES"" 1 Case Toilet Paper (estimated ) 1 Case Seal Covers (estimated) 1 Case Paper Towels (estimated) GOLF CARTS -Includes Delivery/Pick Up"* Cargo Cart 4-Passenger Cart Flat Bed WATER COOLER•• Cooler and 2 -3 Gallon Bottle of Water Extra 6 Gallon Water Bottle ** 7.75% CA SALES TAX TO BE ADDED ON THESE ITEMS. 3 94 /028428-0019 6143924 .9 a01/J8/18 EXHIBITC "COST PER UNIT Estimate :$350 I B hrs TBD $22 /per day $26/ per day $35 /per box TBD TBD $15 .00 included $1 .50 $50 .00 TBD $67.00 $158 .00 $85 .00 $20.00 $25.00 TBD $59 .00 $49 .00 $36.00 $350 estimated $375 estimated $360 estimated $17.00 each $12 .00 each EXHIBITD 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 6143924.9 aOl/18/18 EXHIBITD FIRST AMENDMENT TO RIDING PARK MANAGEMENT AGREEMENT THIS FIRST AMENDMENT TO RIDING PARK MANAGEMENT AGREEMENT (the "Amendment") is made by and between the City of San Juan Capistrano, a municipal corporation ("City") and Blenheim Facility Management, LLC, a Delaware limited liability company ("Company") as of _, 2019, with respect to the following facts: A. City and Company are parties to that certain Riding Park Management Agreement dated as of January 1, 2018 ("Agreement") for the operation, management and maintenance of the Rancho Mission Viejo Riding Park. B. The Agreement expires on August I, 2019 and the Parties desire to extend the term of the Agreement. C. The Parties also wish to amend the Agreement as set forth below. Except as set forth herein, all capitalized terms in this Amendment shall have the same meanings ascribed to them in the Agreement. To the extent that the provisions of this Amendment are inconsistent with the terms and conditions of the Agreement, the provisions of this Amendment shall control. IN CONSIDERATION OF THE FOREGOING, the parties agree as follows. 1. Effective Date; Term. Paragraph 1.1 of the Agreement is deleted in its entirety and restated as follows: "Effective Date; Term. This Agreement shall be effective on August 2, 2019 (the "Effective Date"), 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 l .2. This Agreement shall terminate and be of no further force or effect as of 11 :59 p.m. on December 31, 2019. Thereafter, this Agreement shall automatically renew from month to month until terminated pursuant to the terms of this Agreement ("Termination Date")." 2. Riding Park Parcel Events. Section 2.1.5 of the Agreement is deleted in its entirety and replaced with the following: "Riding Park Parcel Events. Company shall submit to City Manager, not less frequently than once per quarter, covering the four quarters of the Management Term, by the dates set forth below, a written request for the City Manager's approval of the specific proposed events and uses for each calendar quarter during the Management Term of this Agreement. City Manager's consent shall be at its sole and absolute discretion and City Manager or authorized designee shall respond in writing to the request within fifteen ( 15) calendar days of receipt of Company's request. The specific proposed events and uses approved by the City Manager or authorized designee shall be memorialized as EXHIBIT C to this Agreement each quarter. Company shall submit such written requests in accordance with the following schedule: 61147.20011\32092189.S ATTACHMENT 3 For 151 Calendar Quarter (January 1 through Not later than December 15 annually March 31): For 2nd Calendar Quarter (April through Not later than March 1 annually June 30): For 3n1 Calendar Quarter (July I through Not later than June I annually September 30): For 4th Calendar Quarter (October I through Not later than September 1 annually December 31 ): Company shall continue to provide public use dates and shall develop a calendar to include additional sports events, including tournaments, with priority for San Juan Capistrano-based teams. 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." 3. Public Access to Riding Park Parcel. Section 2.1.5.3 is deleted in its entirety. 4. Riding Park Parcel Operating Expenses. Section 2.1.11 is deleted in its entirety and replaced with the following: "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) 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 (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 2 61147.20011\32092189.5 not received within such thirty (30) day period, interest shall accrue on the outstanding balance due at the maximum legal rate then in effect." 5. City Operating Expenses. Section 2.1.12 is deleted in its entirety. 6. Riding Park Management Fee. Section 2.1.13 is deleted in its entirety and replaced with the following: "Riding Park Fees. Company shall be solely responsible for the Riding Park Parcel Operating Expenses and shall retain all revenues generated from the operation of the Riding Park Parcel; provided, however, Company shall remit to the City Twenty Percent (20%) of the gross revenue ("Gross Revenue") generated by any events not shown on EXHIBIT C, as amended quarterly ("Gross Revenue Fee"). For purposes of this Agreement, Gross revenue shall include all facility rental revenue including but not limited to ring, arena, stall, picnic area and parking lot rental I fees, but shall specifically exclude any revenue derived by the Company for event labor or pass through event rentals including but not limited to tent, generator and portable restroom facilities rentals. In addition, Company shall remit Twenty Thousand Dollars ($20,000.00) per month to the City, which amount represents the historical net of Riding Park Management Fees and Gross Revenues to be paid to Company or remitted to the City ("Riding Park Parcel Management Fee"). The Riding Park Parcel Management Fee shall be remitted to the City on the first day of each month. For the period commencing August 2, 2019 through August 31, 2019, the Riding Park Parcel Management Fee shall be Twenty Thousand Dollars ($20,000.00) which shall be remitted to the City on August 1, 2019. In the event the Agreement termination shall be effective as of a date after the first of the month, there shall be no pro ration of the Riding Park Parcel Management Fee. The Gross Revenue Fee and a report of Gross Revenue shall be delivered to the City no later than thirty (30) days after the month end in which the event giving rise to the Gross Revenue Fee occurred. 7. Schedule of Fees. Section 2.1.14 is deleted in its entirety. 8. Rights of Termination. (a) The last sentence of Section 3.2(c) is deleted in its entirety and replaced with the following: "City shall incur no liability due to such termination." (b) The following words shall be deleted from Section 3.2(d): "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." (c) The following words shall be deleted from Sections 3.2(e), (f) and (g): "earned by Company to the date of such termination" 3 61147 .20011 \32092189.5 9. No liens. The following words shall be deleted in their entirety from Section 4.2: "or in the alternative City may offset the amount due from one or more Riding Park Parcel Management Fee payments" 10. Disclosure. The first sentence of Section 8.3 is deleted in its entirety and replaced with the following: "City agrees to treat all books, records, financial reports and financial documents provided to the City's Chief Financial Officer as proprietary corporate records not subject to disclosure under the California Public Records Act pursuant to California Government Code Section 6254.15, except as may be required to be disclosed by court order. In the event that the City receives a Public Records Act request for any such record, City shall promptly notify Company of such request, and provide a copy of such request. City and Company shall thereafter consult with one another as to whether, and to what extent, the requested record(s) may be disclosable to the requestor. In the event that the City, after consultation with Company, determines to withhold all or a portion of such requested record, Company shall indemnify, defend (with legal counsel of City's choosing) and hold harmless, the City, its elected officials, officers, employees, agents and volunteers from any claim, liability or legal proceeding resulting from such determination." 11. Litigation Matters. The words "Company's monetary damages shall be limited to the Riding Park Parcel Management Fee and" shall be deleted in their entirety from Section 9.10. 12. Exhibit C. The Riding Park Fee Schedule and Rental Pricing exhibits shall be deleted and replaced with the schedule of Events currently scheduled. The Gross Revenue Fee for any event not contained on Exhibit C shall be remitted to the City as set forth in Section 2.1.13. 13. Affirmation. Except as otherwise provided in this First Amendment, the terms and conditions of the Agreement are hereby ratified and confirmed and shall remain in full force and effect. 14. Necessarv Acts. Each Party shall perform any further acts and execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this Amendment. 15. Entire Agreement; Amendments. This Amendment is the entire agreement between the Parties concerning the subject matter hereof, and supersedes any prior negotiations, discussions, oral or written communications, or agreements between the Parties. The terms of this Amendment may only be modified or amended by an instrument in writing executed by all Parties. 4 61147.20011\32092189.S 16. Reservation of Rights. Notwithstanding anything in this Amendment to the contrary, all claims and contentions of City and Company as set forth in the pleadings on file in the pending case of City of San Juan Capistrano v. Tokio Marine Specialty Insurance Company and Blenheim Facility Management, LLC filed in the Superior Court of the State of California, County of Orange as Case No. 30-2019-01061811-CU-IC-CJC are reserved. (signature page to .follou~ s 61147 .20011 \32092189.5 IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the day and year first written above. Date ATTEST: Maria Morris, CMC City Clerk APPROVED AS TO FORM: Best Best & Krieger, LLP Jeffrey Ballinger City Attorney Date 61147.20011\32092189.3 "CITY" CITY OF SAN JUAN CAPISTRANO Benjamin Siegel City Manager "COMP ANY" Vice President of Operations and Marketing 6 Exhibit C Blenheim Facility Management Eve nt Schedule 2019 ...- l••D>yt? - n..t111W"tt1\?I llOY1! 111 SWllT DA-rw. •ova OUT sv11rn: 7/2 Au g)..e i\/J g l PM , al6 Au g 10 1.113 Au g , ... ,. ,,,, Aug 2•·~ Aug J I S.pl I .. 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"f l .,dR ... s All GrauR1np Alll.,d Ronr l.AIGrn•RIDf' A-*11.ndR.., SharM Enm o. .... a.ff lltlow All•dRW191 ShlrH Event Dain • H• b .. ow AA l.ndRings AM tS.nd Ringt IMtM fwen1 D•'" · H• lt•ow All &Md Rln;t jAllSmd~ -··· ISMrlMI Ennl 0•*-....... ow IJIS.,dR"'9t ~~--------IOCCllR : LIAOUE,L.AY Dec 7 ~a EOIJESlRIAN . IEl 5 g 6 Doc: 14·15 GRASS Fklds Maln,.nanctlRMI DK 2 1·22 20 1tCAl EHO AR : SJC_&rJl/2011 BFM /BES Show s: Quic k M ove OUT/IN Event Sched ule Subject to Change. • M aint enance I RM1 • Avaii...ble • In Use/ Not Av ailable Ev ent/Use ChanQe EX I ll BIT C 61147.20011\32092189.S