13-0101_BLENHEIM FACILITY MANAGEMENT_Access and Use LicenseEQUESTRIAN & SPORTS FIELD
ACCESS & USE LICENSE
THIS EQUESTRIAN & SPORTS FIELD ACCESS & USE LICENSE
License") is entered into effective as of January 1, 2013 ("Effective Date"), between CITY OF
SAN JUAN CAPISTRANO, a municipal corporation ("Licensor"), and BLENHEIM FACILITY
MANAGEMENT, LLC, a Delaware limited liability company ("Licensee").
THE PARTIES ENTER INTO THIS LICENSE based upon the following facts,
intentions and understandings:
A. Licensor is the owner of certain real property located in the County of
Orange, State of California, and commonly known as the "Rancho Mission Viejo Riding Park at
San Juan Capistrano" depicted in the attached Exhibit A and hereafter referred to as the
Property".
B. Licensor purchased the Property on January 20, 2010, from RMV
Community Development, LLC, a California limited liability company, and DMB San Juan
Investment North, LLC, a Delaware limited liability company, subject to that Equestrian &
Sports Field Access & Use License dated January 1, 2009 and effective through December 31,
2011, between RANCHO MISSION VIEJO, LLC, a Delaware limited liability company, as
manager of the foregoing owners, and BLENHEIM FACILITY MANAGEMENT, LLC, a
Delaware limited liability company, which License was assigned by Licensor as of January 20,
2010 (the "Prior License").
C. Licensee desires to continue to use and otherwise enter upon those portions
of the Property depicted on Exhibit A that are within the bounds of the solid black line consisting
of approximately seventy (70) acres (the "Riding Park Parcel") solely for the Permitted Use (as
hereafter defined) and otherwise subject to the terms and conditions, set forth herein.
D, The Prior License was extended through December 31, 2012
E. Licensor and Licensee intend that the facility be operated by Licensee
upon the Riding Park Parcel following the Effective Date shall be exclusively known, identified
and advertised as the "Rancho Mission Viejo Riding Park at San Juan Capistrano."
F. Licensor is also in the process of planning for the improvement of Parcel 8,
as the Reata Park and Events Center (the "Park Land").
F. During the first year of the Term (defined below) of this License, Licensor
and Licensee have agreed to cooperate in good faith to enter into a longer term agreement for the
use of the Riding Park Parcel and a tax -compliant management agreement for the entire
Property.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
conditions contained herein, the parties agree as follows:
Acceptance of the Riding Park Parcel. Licensee accepts the Riding Park
2202/028428-0002
4390392 7 a1011 IIt 2
Parcel in its current "AS -IS", "WHERE -AS", "WITH ALL FAULTS" condition on the Effective
Date and agrees that Licensor shall have no obligation whatsoever to provide or pay for any
alterations, improvements or work therein.
2. License and Permitted Use; Reservations.
a. Licensor hereby grants to Licensee a non-exclusive revocable
license, subject to and in accordance with the terms and conditions of this License, to enter upon
and use (i) the roads and other rights of way across the Property as designated by Licensor on
Exhibit A in order to access the Riding Park Parcel and (ii) the Riding Park Parcel for the
Permitted Use (defined below); provided that (a) Licensee shall not enter upon or use any other
portions of the Property for any purpose without the express written consent of Licensor;
b) Licensor reserves the right to the full use and enjoyment of the Riding Park Parcel and all
other areas of the Property for those uses and activities identified in subsections 2(g) and 2(h)
below; and (c) Licensor reserves the right to require Licensee to use alternative roads, other
rights of way and portions of the Property as reasonably designated by Licensor from time to
time to gain access to the Riding Park Parcel.
b. The Riding Park Parcel shall be used solely for the purpose of
hosting sporting and equestrian events and community recreational and sports related activities
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 at Exhibits C and D of the Grant
Deed transferring ownership of the Property to the Licensor and attached as Exhibit B and
incorporated herein by this reference (collectively, the "Permitted Use"), and for no other
purpose. Permanent lighting, other than for security purposes, is prohibited. All other uses of
the Riding Park Parcel shall be subject to the prior review and written consent of Licensor, and
Licensee must request such permission from Licensor, in writing, not less than thirty (30) days
prior to the commencement of any such event or use.
C. Consistent with Recital D above, Licensee, following the Effective
Date hereof, 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. Licensee shall submit proposed
signage for Licensor review and approval of a sign program.
d. Licensee's proposed use of the Riding Park Parcel shall be
confirmed and authorized by Licensor not less frequently than each quarter by means of (a) a
written request from Licensee outlining specific proposed events and uses for such period and (b)
a written acceptance thereof by Licensor; provided, Licensee will extend public use dates and
will develop a calendar to include additional sports events, including tournaments, with priority
for San Juan Capistrano -based teams, and community events that shall include a minimum of six
days of community events a year such as movie nights, a pumpkin patch, winter wonderland, and
concerts in the park; provided, further, that Licensor and other persons or entities authorized by
Licensor shall have the right to reserve, use and/or enjoy the Riding Park Parcel for those uses
and activities identified in subsections 2(g) and 2(h) below, at such times as are identified and
scheduled by Licensor with prior notice to Licensee and otherwise without reduction or
diminution in any amounts or fees payable hereunder by Licensee.
e. Licensee and its guests and invitees are permitted to park vehicles,
2202/029428-0002
4390392.7 a10/11/12 2
including horse trailers, on the Riding Park Parcel, in connection with Licensee's Permitted Use.
This License shall not authorize Licensee to park, or permit its patrons, guests or invitees, on
any other portion of the Property or on the adjoining the Park Land.
f. Licensee shall be liable and responsible for any damage,
remediation, cleanup and/or liability arising from or attributable to certain work performed by
Sierra Soil Products, Incorporated on the Property occurring prior to the Effective Date.
g. Notwithstanding the foregoing or anything to the contrary herein,
Licensor reserves exclusive use of the Riding Park Parcel for the final two (2) weeks in August,
annually, throughout the Term of this License, for the purpose of allowing the Rancho Mission
Viejo, LLC to host the Rancho Mission Viejo Rodeo or similar event, together with any and all
related events or functions associated therewith as determined by Licensor in its sole discretion.
h. Licensor reserves the right at any time during the Term of this
License, and at Licensor's sole discretion (i) to install on portions of the Riding Park Parcel
utilities, storm drain facilities, public restrooms, water, sewer and other infrastructure; (ii) to
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; and
iii) to construct on portions of the Riding Park Parcel the proposed 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 Licensor's plans and specifications, and (iv) to allow the
Reserve at Rancho Mission Viejo, a California nonprofit public benefit corporation, to enter onto
the Riding Park Parcel and to perform any activities thereon that may be required by (or are
consistent with) the terms and provisions of the Southern Subregion Habitat Conservation Plan
approved by the U.S. Fish & Wildlife Service on January 10, 2007 (the "SSHCP"). Licensee
shall not be entitled to any rent credit, abeyance, reduction, or any compensation for any losses
or impacts caused by exercise of these reserved rights.
3. Riparian Resource Areas.
a. Identification of Riparian Resource Areas. Portions of the Riding
Park Parcel contain riparian resources that are subject to the provisions of the SSHCP and its
Implementation Agreement. These resource areas ("Riparian Resource Areas") are specifically
identified and depicted in Exhibit A as "Do Not Disturb Areas."
b. Prohibitions and Obli atgions. Licensee shall not (or authorize,
allow or permit others to) enter onto, improve or otherwise use the Riparian Resource Areas or
any portion thereof for the Permitted Use or any other activity. Moreover, Licensee, 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 the Park Land
may be utilized when a Fish and Game Code § 1602 Agreement has been entered into allowing
such use. Licensees shall abide by all terms and conditions of such 1602 Agreement.
C. Damage to Riparian Resource Areas. In the instance that the
Riparian Resource Areas sustain any damage during the Term (see Section 4, below), Licensee
2202/028428-0002
4390392.7 a10/11/12
shall immediately notify Licensor concerning the damage. Within five (5) days following
Licensee's delivery of said notice of damage to Licensor, the parties shall meet and confer for
purposes of discussing the damage and addressing restoration of the damaged areas. If the
damage is caused by, or otherwise the result of, the actions -- whether of commission or
omission -- of Licensee or any other person entering onto the Riding Park Parcel pursuant to, or
under color of, this License, Licensee, 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 Licensor for review and approval, (iii)
modifying the restoration plan in accordance with any comments or directions received from
Licensor and (iv) performing all restoration work in accordance with the restoration plan
approved by Licensor. All restoration work shall be subject to oversight by Licensor and shall
be performed in accordance with time frames and methods approved by Licensor.
d. Material Breach of License. Any failure of Licensee to strictly
adhere to the obligations set forth in this Section 3 shall be deemed a material breach of this
License and Licensor may, in its discretion, immediately terminate this License upon delivery of
notice to Licensee. Notwithstanding any such termination of this License, Licensee shall remain
obligated (i) for all costs and expenses associated with remediating any damage to the Riparian
Resource Areas caused by Licensee (or any other person entering onto the Riding Park Parcel
pursuant to, or under color of, this License) and (ii) for satisfying all other obligations of
Licensee that survive termination of this License.
4. Term. This License and the rights of Licensee shall commence upon the
Effective Date and expire December 31, 2013, unless terminated earlier in accordance with the
provisions of this License ("Term"). In the event Licensee remains in possession of any portion
of the Riding Park Parcel Area after the expiration of the Term, Licensee shall be deemed to be
occupying the Riding Park Parcel as a Licensee from month-to-month, subject to all the terms
and conditions, provisions and obligations of this License, and either Licensor or Licensee may
thereafter elect to terminate this License upon one year's prior written notice to the other party.
Notwithstanding anything to the contrary set forth in this License, this License shall terminate
prior to the expiration of the Term upon the occurrence of any of the following:
a. The abandonment of this License by Licensee;
b. The breach or default of Licensee under this License and Licensee's
failure to cure the same within thirty (30) days of Licensor's written notice thereof;
C. Licensor's termination of this License in accordance with the
provisions of Section 3.d, above;
d. Licensee elects, upon 30 days written notice, to terminate this
License due to either (i) loss of currently available water supply from the adjoining Blenheim
Farms, which water supply is not readily replaceable at comparable cost; or (ii) loss of existing
facilities due to environmental or other constraints on the Property; or
e. The insolvency of Licensee or in the event Licensee is adjudicated a
bankrupt or Licensee institutes any proceedings under any law relating to bankruptcy wherein
Licensee 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 Licensee's creditors seeking the
2202/028428-0002
4390392 7 a10/11/12
rehabilitation, liquidation or reorganization of Licensee under any law related to bankruptcy,
insolvency or other relief of debtors and, in the case of an involuntary action, the failure to
remove or discharge the same within sixty (60) days of such filing.
5. Fee. Effective upon the Effective Date and in consideration for the use
of the Riding Park Parcel in accordance with the provisions of this License, Licensee shall pay to
Licensor an Annual Base Fee in the amount of TWO HUNDRED THOUSAND DOLLARS
200,000), in lawful money of the United States, without demand, deduction or offset, at the
address stated herein or to such other persons or at such other places as Licensor may designate
from time to time in writing; provided that if Licensor's installation of utilities or other public
facilities on the Property such as potable water or bathroom facilities reduces Licensee's
maintenance or operational costs, the Annual Base Fee shall be increased to reflect the amount of
the cost reductions. Monthly installments of this Annual Base Fee (one -twelfth) shall be due and
payable on the first (1 st) day of each calendar month during the Term.
6. Impact of County La Pata Proiect. Licensor and Licensee acknowledge
that the County of Orange is currently planning to expand La Pata adjacent to the Riding Park
Parcel. However, the extent of the impact and its effect on Licensee's operations is not yet
known. Licensor and Licensor shall meet and confer in good faith to determine if an equitable
adjustment of the License Fee is appropriate in light of the La Pata project's impact on
Licensor's use of the Riding Park Parcel. If the parties are unable to reach agreement, Licensee
may terminate the License upon 30 days written notice.
7. Approvals; Compliance. Licensee's use of the Riding Park Parcel
hereunder shall be conditioned upon Licensee, at its sole cost and expense:
a. Maintaining all necessary licenses and/or permits from all
appropriate public and/or governmental agencies with respect to such use (and Licensee shall
provide copies of the same to Licensor upon any request therefore);
b. Complying with each and every federal, state or local law
including the City of San Juan Capistrano Municipal Code), regulation, standard, decision of
court, ordinance, rule, code, order, decree, directive, guideline, permit or permit condition,
together with any declaration of covenants, conditions and restrictions which 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 or
become applicable to the Riding Park Parcel;
C. Not materially interfering with the use and enjoyment of the Riding
Park Parcel by Licensor or any person claiming through or under Licensor; and
d. Not permitting any other person or party to enter upon the Property
and/or the Riding Park Parcel under the authority or color of this License other than as guests or
invitees. Licensee may not authorize any other person or entity to operate any commercial use or
grant a sub -license relating to the Property, without the express written consent of Licensor in
advance.
e. Cooperating with and providing Licensor staff operating experience
and recommendations related to where and what types of infrastructure improvements could be
2202/028428-0002
4390392.] .10/11/12 5
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 arena.
f. If requested by Licensor, assisting Licensor's staff to best facilitate
the development and installation of Licensor's lemon grove parcel (manpower).
S. Signage. Licensee shall have the right to install signage upon the Riding
Park Parcel identifying the location of the facility and the activities/events conducted by
Licensee thereon as Permitted Uses; provided that (i) Licensee shall provide to Licensor 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," (iii) Licensor
shall have the right to approve/disapprove any signage proposed by Licensee, (iv) all costs and
expenses associated with designing, permitting, constructing, installing and maintaining the
signage shall be borne exclusively by Licensee, (v) Licensee shall maintain all approved signage
in good condition and repair; (vi) at the conclusion of the Term of this License, Licensee shall
remove the signage from the Riding Park Parcel; and (vii) Licensee shall submit sign plans
including site plan location and elevations for Licensor's review and approval of a sign program.
9. Rules and Regulations. Licensee shall comply with Licensor's rules and
regulations for the Property ("Rules and Regulations"), a copy of the current edition of which is
attached hereto as Exhibit E; provided, Licensor shall have the right to revise and modify the
same from time to time at the discretion of Licensor; and Licensee shall comply therewith upon
receipt of a copy thereof.
10. Assignment. Licensee shall not voluntarily, involuntarily or by operation
of law assign, sublet, transfer, mortgage or otherwise encumber all or any part of the Property
and/or the Riding Park Parcel, or any interest therein, without the prior written consent of
Licensor, which consent may be withheld in Licensor's absolute discretion.
11. Costs and Expenses.
a. Licensee shall pay to Licensor, from time to time upon demand by
Licensor, such fees as Licensor shall determine which are attributable to the reasonable costs and
expenses of maintaining any and all private and/or public roads or right-of-ways utilized by
Licensee on the Property.
b. In addition, Licensee shall be responsible and liable for the payment
of the following expenses ("Operating Expenses"):
1) All costs and expenses, of whatever type or nature, incurred
with respect to or otherwise arising from Licensee's use, operation, maintenance and repair of
the Riding Park Parcel; and
2) All charges for heat, water, gas, electricity and any other
utilities used on the Riding Park Parcel by Licensee (and Licensor shall not be liable to Licensee
for interruption in or curtailment of any utility service).
C. If Licensor should pay (but, is in no event under any obligation) for
2202/028428-0002
4390392 7 a10/11 /12
any of the Operating Expenses due to Licensee's failure to make timely payments thereof,
Licensee shall reimburse Licensor within 30 days of receipt of the invoice for any such payments
made by Licensor on behalf of Licensee.
12. Damage; Liens.
a. Licensee shall repair and restore any damage, destruction or
casualty to any buildings or other 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 Licensee's exercise of this License and/or use of the Riding Park Parcel by Licensee
and/or any other user of the Riding Park Parcel with Licensee's consent. All restoration work
shall be subject to (i) the preparation by Licensee, and approval by Licensor, of a restoration plan
for the Riding Park Parcel, and (ii) oversight by Licensor of any restoration work completed on
the Riding Park Parcel. The obligations of this section shall survive termination.
b. Licensee shall not permit to exist or otherwise to be enforced
against the Property any mechanics', materialmen's, contractors' or other liens ("Liens") arising
out of the acts or omissions of Licensee hereunder. Licensee hereby indemnifies and agrees to
hold Licensor 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 and court costs reasonably incurred by Licensor 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 Licensee shall fail, within 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 Licensor a surety bond or other security reasonably satisfactory
to Licensor protecting Licensor against liability for such Lien and holding the affected property
free from the effect of such Lien, then Licensor may, but shall not be obligated to, take such
action or pay such amounts as may be necessary to remove such Lien, and Licensee shall
immediately pay Licensor the amount so expended by Licensor, together with interest thereon at
the rate of ten percent (10%) per annum accruing from the date of such payment by Licensor
until paid in full by Licensee. The obligations of this section shall survive termination.
C. Licensee shall be responsible and liable for all acts and omissions of
all of Licensee's agents, employees, representatives and any other person or party entering upon
the Property under the authority or color of this License.
d. Upon the expiration or earlier termination of this License, Licensee
shall, at its sole cost and expense, perform any remediation attributable to or otherwise arising
from Licensee's use of the Property and otherwise comply with any and all laws pertaining to
such remediation. The obligations of this section shall survive termination.
12. Hazardous Substances. Licensee shall not use, store or transport any
hazardous substances on or onto the Property; and Licensee shall repair, remediate and/or restore
any condition attributable to or arising from the same. Upon the expiration or early termination
of this License, Licensee shall direct the preparation of a Phase I environmental assessment
report for the Property. Licensee shall be responsible for all cleanup and remediation work,
which work shall be subject to the review and verification of Licensor's environmental
consulting firm. The obligations of this section shall survive termination.
2202/028428-0002
4390392.7 a10/11/12
14. Indemnification. Licensee shall indemnify, defend and hold harmless
Licensor (and all of their elected 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 and all
incidental or consequential damages) arising out of Licensee's use of the Property or otherwise
arising out of the acts or omissions of Licensee hereunder. As a material part of the consideration
for this License, Licensee waives any and all claims and demands against Licensor for any and
all such injury or damage and all other claims of any nature whatsoever. The obligations of this
section shall survive termination.
15. Insurance. Licensee shall maintain during the Term comprehensive
general 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 and
the activities of or on behalf of Licensee, including personal injury and property damage for not
less than Two Million Dollars ($2,000,000) combined single limit bodily injury, death and
property damage liability per occurrence, or the current limit of liability carried, whichever is
greater, and workers' compensation insurance to protect Licensee and Licensor from any claim
made or action brought by any person or entity arising out of or related to Licensee's use of the
Property thereafter or arising out of or connected in any way with the acts of Licensee
undertaken pursuant to this License. Licensee shall provide that the policy or policies of
insurance shall be primary and shall name Licensor as an additional insured, with the provision
that any other insurance carried by Licensor shall be noncontributing and shall waive all rights of
subrogation. Licensee shall furnish Licensor 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 Licensor as additional insureds and contain
language that specifically states that each policy or policies of Comprehensive or Commercial
General Liability Insurance shall be primary and noncontributing with any insurance carried by
Licensor. Licensee shall ensure that all contractors and/or subcontractors performing any work
on the Riding Park Parcel comply with the above -referenced insurance requirements prior to
entry or work upon the Riding Park Parcel or the Park Lands.
16. Maintenance and Security Obligations for Park Land. Licensee
acknowledges that Licensor intends to improve to cause to be improved the Park Land to be
known as Reata Park and Events Center, comprised of approximately 12 acres, located adjacent
to the Riding Park Parcel as a public park and events center. Licensee shall, at its sole cost and
expense, maintain the Park Land in good condition and repair, in substantial accordance with the
maintenance standards attached hereto as Exhibit "C." Licensee shall, at its sole cost and
expense, provide security services for the Park Land in accordance with Exhibit "D" attached
hereto and incorporated herein by this reference. In the event Licensor and Licensee enter into a
separate written management agreement in the future which addresses Licensee's maintenance
and security obligations for the Park, such management agreement shall supersede the provisions
set forth in this Section 15.
17. No Relocation Rights. Licensee shall have no right under this License to
any relocation assistance or benefit whatsoever upon termination of this License, whether by
condemnation or otherwise, and Licensee expressly waives any right to such assistance and/or
benefit under any applicable laws.
18. Miscellaneous. This License shall be binding on the successors, assigns
2202/028428-0002
4390392.7 a)0/11/12
and legal representatives of each of the parties hereto; provided any assignment or transfer
without the consent and approval in writing of Licensor thereto shall cause this License to
automatically terminate. This License represents the entire agreement between the parties hereto
and supersedes all prior negotiations, representations or agreements, either written or oral. This
License may be modified only by written instrument executed by both parties hereto. Time is of
the essence of each provision of this License. This License is entered into for the sole protection
and benefit of Licensor and Licensee. Any failure by Licensor to insist upon a strict performance
by Licensee of any of the terms and provisions hereof shall not be deemed to be a waiver of any
of the terms and provisions hereof. This License shall be governed by the construed in
accordance with the laws of the State of California. If any suit or action is brought to enforce or
construe any provision of this License, the prevailing party shall be entitled to recover its costs
and expenses arising out of such litigation, including attorneys' fees and court costs, from the
non -prevailing party. The obligations of Licensor hereunder are not personal obligations of the
individual officials, officers, agents or employees of Licensor; and Licensee shall look solely to
the assets of Licensor for satisfaction of any liability and shall not seek recourse against the
assets of the individual officials, officers, agents or employees of Licensor. Any and all notices
given or delivered by any party hereto shall be delivered in person or by Federal Express or
similar private commercial courier for next business day delivery or otherwise deposited in the
United States mail in the County of Orange, California, duly certified or registered, postage
prepaid, and addressed as set forth below:
To Licensor: City Manager
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, California 92675
To Licensee: Mr. R.J. Brandes
P.O. Box 609
San Juan Capistrano, California 92693
SIGNATURE PAGES TO FOLLOW)
2202/028428-0002
4390392.] a10/11/12
IN WITNESS WHEREOF, the parties have executed this License as of the date
first written above.
Atte
V:
By:
LICENSOR"
CITY OF SAN JUAN CAPISTRANO
LICENSEE"
BLENH IM FACILITY MANAGEMENT, LLC,
a aware mited liability company
By:
Its:
By:
Its:
2202/028428-0002 I 04390392.7 a10/11/12
EXHIBIT A
See ,loached)
11
Hiding Park Access and Use License, Exhibit A
EXHIBIT B
12
ff4'.II3yii
1St: RESTRICTIONS — PARCELS 7 AND 8
C-1: Exhibit 41-3 of Ranch Plan EIR
C-2: Section IH -H of PC Text
C-3: Section 111-J of PC Tex!)
ATTACHED]
D82121183021,2
XF
i I. AGNICULTMLAL AND OTT EXISTING AND ON-GOING U:'iG5
The purpose and intent of this Section is to allow for uses compatible with the
l existing agricultural and low intensity nature of the Ranch flan PC area, and
consistent with the At "General Agricultural" District Regulations of Zoning Code
Section 7.9.55, These uses include non-agricultural uses consistent with the open
j space nature of agricultural uses, It Is also Intended that these uses (agrioulturai
and non-agricultural) may be allowed as interim uses within Ranch Plan PC
Planning Areas designated for future development.
1, Agricultural Uses: The following existing, relocated and future farming and
ranchi ng uses shall be allowed within any Planning Area, In addition to uses
allowed by the Al "General Agricultural° District Regulations per Zoning Code
Section 7-9-55, subject to mitigation measures Identified in the Ranch Plan Final
Program EIR 5139, per the procedures described in Section 111.1-13 hereof:
o) Grazing (cattle, horses, sheep, goats, etc.).
b) Farming (citrus farming, dry farming, and row crops),
c) Caretaker housing and related facilities in rotation to on-going agricultural and
ranching operations, including the "Ranch House" residence located south of
Ortega Highway in Planning Area 10 and the "Horse Ranch" residence at
33101 Ortega Highway in Planning Area 4,
d) Employee quarters related to agricultural uses.
e) Livestock feeding ranches In compiiance with applicable health and safety
regulations.
f) Pacldng plants for agricultural products.
g) Permanent facilities for safe of agricultural products grown within the Ranch
Plan PC Area.
h) Apiaries (if 150 feet from a street or highway, 40 feet from any property line
and more than 400 feet, frorrr-arroccup ler!-dwatlin .....
Ranch Plxm PC Program Text ps Approved November a, 2004 by Ordlnanco No. 04,014 Pogo 06
d 2, f:xistfng Uses: The following existing cases shall be allowed in appropriate
locations throughout the Ranch Ilan PC Area, per the procedures in Section
III.H.3 hereof;
a) Rancho Mission Viejo headquarters ("Oficina") at 28811 Ortega Highway,
Including a heliport.
b) Ladera construction offices at 28811-A Ortega Highway.
c) Rancho Mission VIAIo maintenance yard at 28672 Ortega Highway.
d) Ranching facilities also used periodically for recreational purposes (including
Cow Camp" at 31471 Ortega Highway, and "Amontes Camp" and "Campo
j Portola" within Planning Arca 10),
e) Communication transmitting, reception or relay facilities (including
AirTouch/PacBell Wireless, Bell South, Saddleback KSBR, :BOG&E, and
SCE) and RMV Telecom antenna sites.
f) Public/private utility buildings and structures.
g) Existing infrastructure facilitles Including but, not limited to all existing ranch
roads, pipelines and utilities. Of particular note, reconstruction of the San
Juan Creek crossing of roadways and utilities connecting Planning Area 3 to
Ortega Highway shall be allowed in the event of storm damage.
j h) Wholesale nurseries (including 'free of Life Nursery, Color Spot Nursery, DM
Color Express Nurseries, Tru -Green Wholesale Nurseries and O'Connell
Landscaping yard).
I) Commercial stables (including Oaks/Blenheim/Rancho Mission Viejo Riding
Park, Oaks Corral/J. Irvine Smith, RJO Horse Ranch, SL Augustine's Training
Center and Stables.
j) Research and development testing facilities and xtivitles (Including TRW,
Northrop Grumman -Spacer Technology -and Propulsion Testing Site); -
k),
ite);
k) Waste disposal operations and related uses (including Solag Disposal, Tierra
Verde industries and'La Pate Greenwaste),
1) Storage of recreational vehicles, campers, trailers and boats.
in) Recycling and transferlmaterials recovery facilities per Zoning Code Section
7-9-146.12 (including Elwes Materials Asphalt Recycling).
n) Surface mining end quarrying of rock, sand, gravel, aggregate, earth, clay
and similar materials per Zoning Code Section 7-9-104 (including California
R.vich Plen PC Prooram Text as Approved November N, 2004 by Ordlnance No, 04.014 PRG a 87
Portland Cernent/Gatalina Pacific Cpnrrete South, California 5ilica/Ogloby
Norton, Transit Mixed Concrete Company/City Concrete, Olsan Pavingstone,
I
Inc, and Sierra Soils)
o) Resource Instigation sites for the preservation or replacement of native,
riparian or other biological habitat, as approved by the appropriate regulatory
agency (e•g., Army Caps of Engineers, U•S. Fish & Wildlife Service California
Department of Fish and Game and/or the County).
f
3. Nrocodures:
a. Continuation of Existing Uses
I) Agricultural and existing uses listed in Sections 111.1.1.1 and 111.1-1.2,
espectively, may continue in their present location(s) in perpetuity without
need for subsequent permitting or approval.
2) Any buildings, structures or other facilities utilized in connection with an
established/exlsting use may be repaired, replaced or modified without
obtaining new permits or approvafs; provided, however, that any and all
construction activities performed in furtherance of the repair, replacement
and/or modification of said buildings, structures and facilities shall comply
with applicable buliding and safety codes.
to 3) In instances where a use listed in Sections IILHA and III,H2 Is allowed
per a Use Permit, and that particular Use Permit is subject to a` limo
limitation, the Use Permit may be renewed administratively per approval of
the Director, PDS.
b. Cxpension of Existing Uses
1) Agricultural Uses — Any agricultural use listed in Section III.H•1 may be
expanded without the need to obtain a prior permit or other approval from
the County, Notwithstanding, expansion of an agricultural use mayprequiretheIssuanceofapermitorotherformalauthorizationfroma
federal-m'state-agency priarta commencement or'trse'af Ume,expanded
r facility. Additionally, any construction activities performed in furtherance•
of the expanded use shall comply with applicable building and safety
codes.
2) Existing Uses — Any existing use identified in Section IILH,2 may be
expanded without the issuance of new County approvals or pennils,
provided that:
a) Any expansion shall fully comply with all existing development and
permitting standards for the particular use;
Ramch Plan PC Program Text as Approved November 8, 2004 by Ordinance No, 04-014 Pnge 88
p b) All construction activities performed in furtherance of the expansion ara
conducted in accordance with epplicebla building and safety codas;
i
and
c) All necessary permits and/or authorizations from applicable federal and
state agencies are obtained prior to commencement or use of the
expanded facility.
Relocation of Existing Uses
I) Agricultural Uses — Any existlng use identified in Section 111.1-1.1 may be
relocated within or throughout the Ranch Plan PC Area without the need
for issuance of a new permit or other prior approval from the County,
Notwithstanding, relocation of an existing agricultuial u 8 may require the
Issuance of a permit or other formal authorization from a state or federal
agency prior to the desired relocation.
2) Existing Uses — Any existing use Identified In Section III.1-1.2 may be
relocated within or throughout the Ranch Plan PC Area, provided that:
p a) A Site Development Permit shall be required, per Zoning Administrator
approval, in accordance with the provisions of Zoning Code Section 7-
g -150,3(d);
b) All necessary permits and/or authorizations from applicable federal and
state agencies shall be obtained prior to relocation.
d. New Agricultural Uses: Consistent with the provisions of Section 111,H,'I,
i above, now agricultural uses (as well as any authorized uses Identified wlthin
the Al "General Agricultural" District) may be conducted within any Planning
Area without the issuance of any County approvals or permits, provided that:
j
10 All new facilities, structures and buildings shall comply with existing
development and design standards;
2)` Alf cd!%VrU6tT5r1FabtrvitW perR)PniOdWith thg'VAONishmenr
j, of the new uses) shall comply with applicable building and safety nodes;
and
i 3) All necessary permits and/or authorizations from applicable federal and
state agencies shell be obtained prior to commencement of the new use.
I
d
Relich Pkut PC ProfPam'Text ns Appruvod Novainber 8, 2004 by Ordinance No, 04.014 Page 09
1.a
111
t, TI`.IvPi }RARY I I$US rrla'RIM) i TEu
The purpose rand intent of this Temporary Uses Permitted chapter of the Randi flan
PG 'next is to list all temporary uses that shall be allowed within all Planning Areas
W and use categories (with the exception of the Open Space (Section 111.1) catenory,
unless otherwise restricted below. Said temporary uses Include, but are riot Iimiteo
to:
I. Construction activities (Including the Installation of construction offices and the
torage of equipment and materials),
2. Construction office. The temporary use of a construction office duringthe
construction of a main building on the same site shall be permitted upon the
following conditions:
o. A temporary construction office shall be removed or shall be converted to a
permitted use prior to the issuance of a certificate of use and occupancy for
the moin building or buildings, if construction is phased over a length of time,
the permit may provide that certificates of use and occupancy may be issued
for completed buildings, except the last buildings to be completed, prior to
removal or conversion of the temporary use,
3. Continued use of an existing building during construction. The use of an existing,
lawfully established building may continue during construction or relocation of
another building on the same building site, in compliance with the following
provisions;
a. Conformity with regulations. Prior to ocauparloy of a new building, the existing
building will be brought into conformity with any additional regulation rendered
applicable by the placement of any new building on the site. Conformitywili be
accomplished by removal, reconstruction, relocation, conversion, change of
use or any combination thereof,
b. Guarantee of completion. The Director, PDS, shall require the landowner to
provide a guarantee, which may include a bond, to ensure full compliance with
X17 applicable regulations upon completion of the new building or sooner if, in the
opinion of the Director, PDS, work pertaining to the completion of all facilities
required by law is not being diligently pursued.
4. Temporary excavation/extraction of construction aggregate or construction
relatad.materials..extraction.shall_be..allowed.during construction Qrading..and.on.
I site earthmoving activities to promote project construction efficiencies and limit
long-range transportation of construction aggregate and construction related
material subject to all of the following conditions;
a. Such temporary excavation/extraction use would be included in applicable
grading or Site Development Permits for a development project and
consistent with the Ranch Plan PC and Final Program EIR 589.
b. Exportation oil any surplus excavated/extracted construction aggregate or
construction -related materials shall be limited to private or public construction
projects within the boundaries of the Ranch Plan PC Area.
c. Lxportation of any surplus excavated/extracted construction aggregate or
construction related materials within the project site shall be allowed only
Ranch flan PC Proprem Teal as Approved November ri, 2004 by 0rt1lmm110o No. 04-014 Paye 96
when actual construction grading and earthmoving activities have
commenced and shall cease when it Is determined that construction grading
and earthmoving activities have terminated, have been Indefinitely
suspended, or are no longer being actively pursued for the development
project,
5, Commercial coaches. A temporary commercial coach may be permitted subject
to approval of a Site Development Permit in accordance with Section ILC, "Site
Development Permits," and subject to the following:
a. Time limitation. A Site Development Permit application for a temporary
commercial coach may be approved for a maximum of two (2) years from the
date of approval.
b. Cash bond, A cash bond In the amount of five hundred dollars ($500.00) for
each commercial coach unit shall be posted with the Director, PDS, to
guarantee the removal of each commercial coach unit upon the expirati6n of
the Site Development hermit.
6. Christmas tree sales facility. A temporary Christmas tree sales facility shall be
permitted subject to the following requirements:
a. Date of opening. A Christmas tree sales facility shall not be open for business
j during any calendar year prior to the day after Thanksgiving. However,
ministerial permlts necessary to establish the business may be issued by
November '15.
b. Merchandise to be sold, A permitted Christmas tree sales facility shall not
engage in the sale of any merchandise not directly associated with Christmas
trees and Christmas decorations,
c. Electrical permit. The applicant shall secure an electrical permit from the
13 Director, RDS if the facility is to be energized.
d. Removal of facility. The facility shall be rerngved and the premises shall be
cleared of all debris and restored to the condition prior to the establishment of
the facility within fourteen (14) days after Christmas.
a. Fire prevention standards. Each Christmas tree sales facility shall comply with
fire prevention standards as approved and enforced by the County Fire Chief,
permitted
pumpkinp , y . temporary .. Hall..,. ...... ... . 7. Halloween um Ida sales facility, A Halloween .n pumpkin sales facility
shall be subject to the followingrequirements:
a. Date of opening, A Halloween pumpkin sales facility shall riot be open for
f business during any calendar year prior to October 4.
b. Merchandise to be sold. A permitted Halloween pumpkin sales facility rney
J riot sell items not directly associated with purnpldris and Halloween
decorations.
c. Electrical permit. The applicant shall secure an eleal'lical permit from the
Director, IRDS if the facility is to be energized.
Rnnrh Plan PC Prylrram Text as Approved November a, 2UU4,by Ordnance No, 04.014 Page 87
11
r i. Removal of facility, the facility shall be removed and the premiscss cleared of
all debris and restored to the condition prior to the estoblishmenl of the facility
by November 14.
e. Fire prevention standards. The facility shall comply with fire prevention
stnndnrds as approved and enforced by the County Fire Chief.
6. Special outdoor gatherings, The temporary use of property for spoulal outdoor
gatherings including, but not limited to, pageants, fairs, carnivals, rodeos and.
other athletic, religious or entertainment events, Such activities are permitted,
without regard for other land use regulations to the contrary, in any open space
Planning Area in compliance with the following provisions: 4
a. Activities on property owned by or leased to the County and public road rights-
of-way may require an encroachment permit issued by the Director, PDS.
b. Private outdoor gatherings conducted within open space areas (including
those open space areas regulated by Section 111.1) shall not be subject to the
restrictions and requirements established in Zoning Code Section 7-9-136.11,
Special Outdoor Gatherings".
c, The temporary use may be permitted for a period not to exceed ten (10)
consecutive days. Events recurring more than four (4) times in a calendar year
are not considered temporary,
d. The Director, PDS may require a cash bond or other guarantee for removal of
the temporary use, cleanup and restoration of the activity site within seven (7)
clays of the activity conclusion.
e. Applications for permltsleertificates required by subsections "a," and "b,"
above, shall be referred by the Director, PDS, to other affected County
agencies as may be appropriate for review and comment,
f. Related issues Including, but not limited to, poilcelsecurity, food and water
supply, use of tents and canopies, sanitation facilities, medical services, noise,
signage, fire protection and traffic control shall be satisfactorily addressed as
may be required by the Director, PDS, Sheriff, Fire Chief, or Health Officer in.
their administration of other County codes. Such other codes may require the
applicant to obtain permits succi as building, electrical, health and tent permits.
9. Farmers' Markets and off-site sale of agricultural products. A tomporaty stand for
the-sate'of'5sasonatagricultural,praducts-not-grown"within-the Ranotr-Plan PC
I Area shall be permitted subject to the following requirements:
a. Establishment of useltime limit. Prior to beginning sale of any product, the
applicant shall obtain a temporary Certificate of Use and occupancy for land
from the County, The Certificate shall be good for a period time of not tb
exceed 90 days from date of issue,
li b, Merchandise to be sold. The stand shall be limited to the sale of agricultural
products.
c. Electrical permit. The applicant shall secure an electrical pennit from the
Director, PDS if the facility is to be energized,
Ranch Plan PC Program Text as Approved NOV@Iilber 8, 2004 by Ordinanca No, 04-014 Page 98
1.1
j
a
z
lI
d. Removal of facility. The facility shall be removed and the premisoi uleslrr d of
all debris and restored to the condition prior to the establishrtrerit of the facility
within fourteen (14) days of the expiration of the time limit.
u. 171re prevention standards, The facility slfall comply with tire prevention
standards as approved and enforced by the County Fire Chief.
f, Site Development Permit. In addition to the above requirements, an approved
Site Development Permit in accordance with Section ILC, "Site Development
Permits," shall be required.
10, Fireworks displays, as allowed by the Orange County Fire Authority.
11. Subject to the approval of the Director, PDS, a landowner may conduct such
other temporary uses upon his property as are consistent with the purpose and .
intent of this Section.
Ranch Plan PC Progreun Text as Approved November 8, 2004 Ay Ordinonre No. 04-014 Page 09
Maximum Allowed Traffic
Subject to all applicable governmental laws, rules and restrictions, Sailer places no restriction on
City relating to the maximum number of trips to and from the Property on weekends and the following
holidays; New Years, Memorial Day, Fourth of July, Labor Day, Thanksgiving and Christmas.
The maximum number of trips during the weekday RM, peak hours from the equestrian facilities,
sports field complexes and other allowed uses on the Property shall not exceed a total of 203 trips
combined Inbound and outbound trips). The City may allocate these trips among the allowed uses in Its
discretion so long as the maximum number of trips specified above Is not exceeded.
For purposes of calculating the number of trips from equestrian and sports field uses, a trip
generation factor of 1.0 P.M. peak hour trip for each permanent equestrian stall, and a factor of 20.67
RM, peak hour trips per sports field/soccer field shall be applied.
ExD1anatlon of and G{ridrto, Ao,1i tion of the Maximum Allowed rraflio" Restriction
Based on projections of future treffic associated with Planning Arse 1 of the Rench Plan, which
includes the Property, Seller's primary concern Is the traffic to be generated during the weekday P.M.
peak hour ((.g, 4:45 p.m. to 5:45 p.m). For that reason, the maximum allowed traffic restriction set forth
above is keyed to the weekday P.M. peak hour, in short, the restriction requires the City to manage Its
operations and events to ensue that traffic generated from uses on the Properly during that time period
would not exceed 203 trips (combined inbound and outbound trips), As noted above, the City may
allocate these trips among the Mowed uses In its discretion so long as the maximum number of trips
spbclBed Is not exceeded.
D82/21133021.2
Given the nature of the uses to be conducted on the site, which are expected to be primarily a
continuation of uses conducted on the Property over the past several years, k is not expected that the
traffic limitation would unduly restrict the City's use of the Property. For example, most of the horse
shows typically occur over 2 or more days and are low spectator events, with traffic to and from those
activities being spread more or less evenly over those periods. Furthermore, hom traitors do not
generally operate during the peak hours,
it should be noted that the above -stated trip generation rate of one (f) P.M. peak hour trip per
horse staff does not pertain to the temporary stalls used in con)unctlon with the horse shows. That rate
pertains to permanent stalls expected to be associated with the one (f) allowed commercial stable on the
Property. Thus, for example, if there were 50 occupied horse stalls at the commercial stable, they would
be expected to generate 50 trips during the P.M, peak hour.
With regard to sports field/soccer field uses on the Property, a factor of 20.07 P.M. peak hour trips
would be applied as stated above. Thus, for example, If there were 4 sports fleldalsoccor fields In
operation during weekday oftemoonlevening hours, a total of 83 P.M. peak hour trips would be expected.
In summary, the cumulative trips associated with the horse shows, the permanent horse stalls
and other allowed uses such as sports field uses (see below), would be considered in determining
whether the maximum allowed tragic limitation was being compiled with. Using the above examples, with
50 permanent horse stalls and 4 sports fields, a total of 133 P. M. peak hour trips would be generated,
leaving 70 P.M. peak hour trips available for any horse shows or other events taking piece at the some
time. '
It should be emphasized that trips to and from the Property on weekend days (J, '. Saturday and
Sunday) and the holidays described above are not restricted. Thus, It would be expected that major
events on the Property would be hold on these (toys. In fact, given the maximum allowed traffic limitation,
any event that would result In more than 203 P.M. peak hour trips, when the traffic from that event Is
added to traffic from other allowed uses on the Property, would be required to be held on the woekend,
In any event, the City is required to regulate any proposed major weekend activity such that if
would not create significant adverse Impacts on the circulation system and not adversely affect existing
OB2121183021.2
and future residents In the area due to parking, dust, nolle, light and glare or other Impacts. To help
reduce the.potential for light and glare impacts, RMV has prohibited the use of permanent lighting on the
site.
The application of normally required conditional use or other permit requirements of the County
or the CV,, after annexadoh of the Property), and CEQA review associated with such permitting, would
be expected to adequately regulate such events and to ensure appropriate mitigation measures are
applied where indicated.
0821211MG21.2
EXHIBIT C
MAINTENANCE PLAN FOR PARK LAND
Parcel 8 (Citrus Maintenance)
Automated Irrigation System: Maintain the irrigation system in an
operational condition.
All systems to be operationally inspected weekly.
Adjust and minor repair as required for proper coverage. (Minor
repairs are those capable of being conducted by Blenheim staff and not requiring
significant materials.)
Maintain an irrigation water schedule and adjust as required.
Fertilization: Maintain the Citrus Trees in a healthy condition.
Twice annually (February and October) or as required. (City to
provide supplies).
Spraying: Maintain the Citrus Trees in a healthy condition.
As required to maintain Citrus Trees free of all pest with materials
or devices not requiring a license for administering pesticides. (City to provide supplies).
Weeding: Maintain an aesthetically appealing appearance.
Weekly or as required to maintain area weed free.
Rodent Control: Maintain area free of all ground burrowing rodents or
others which could cause harm to Citrus Trees.
Area to be inspected weekly and treated as required with materials
or devices not requiring a license for administering pesticides. (City to provide supplies).
Tree Maintenance: Maintain an aesthetically appealing appearance and for
the health of Citrus Trees.
Adjust Deer Netting as required.
Maintain tree wells as required.
Trim as required all sucker growth and free of all dead wood.
Parcel 8 (General)
Litter Control:
Weekly removal of litter and debris (City to provide waste
containers as required).
Tree Care:
Water quarterly or as required (water truck required).
Maintain tree wells as required.
Trim as required to maintain an aesthetically appealing appearance .
2202/028428-0002
4390392.7 a10/11/12 —13-
Shrub Care:
Water monthly or as required (water truck required).
Trim as required to maintain an aesthetically appealing appearance
and free of all dead wood.
Rodent Control Buildings:
Provide Pest Control around all buildings and structures with
materials or devices not requiring a license for administering pesticides. (City to provide
supplies).
Contact Public Works within 24 hours for graffiti removal.
2202/028428-0002
4390392.7.10/11/12 -14-
EXHIBIT D
SECURITY OBLIGATIONS
1. Lock gates, fences and/or other structures at the end of each day at
the posted times the Park and Park facilities close.
2. Open gates, fences and/or other structures each morning at the
posted times the Park and Park facilities open.
3. Patrol the entire Park and facilities twice a day and immediately
report any crime, nuisance or medical emergency to the appropriate authorities, and
report any code violations promptly to the City.
2202/028428-0002
4390392 7 a10/11112 '1 5'
EXHIBIT E
SAN JUAN CAPISTRANO
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 the utilization thereof.
2. All gates, doors and similar access and control points shall be
closed immediately upon passage through the same.
All trash and debris shall be removed from the Property.
4. Vehicle speed shall not exceed 15 miles per hour.
5. None of the following shall be permitted on the property: drugs or
narcotics (except subject to a written medical prescription therefor and which is
evidenced thereon); hunting; fishing; and firearms.
6. Transit to and from the Riding Park Parcel or use shall be limited
to City delineated roads; and no off-road travel and/or use is permitted except in
accordance with the written consent or written use agreement issued by the City.
7. No removal of anything (e.g. plants, artifacts, etc.) found or
located upon 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. Any and all use is limited to "official" (and not "personal')
purposes.
2202/028428-0002 -16- 4390392 a10/11/12