13-1203_BLENHEIM FACILITY MANAGEMENT_Riding Park Management AgreementRIDING PARK MANAGEMENT AGREEMENT
BY AND BETWEEN
CITY OF SAN JUAN CAPISTRANO
BLENHEIM FACILITY MANAGEMENT, LLC
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RIDING PARK MANAGEMENT AGREEMENT
THIS RIDING PARK MANAGEMENT AGREEMENT ("Agreement") is made and
entered into this X11 day of , 2013 ("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
EXIYIBITA 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.
B. City also desires to utilize the services of Company to provide specified citrus tree
maintenance on an additional twelve (12) acre area located adjacent to the Riding Park Parcel, known
as Reata Park and Events Center ("Reata Park Parcel"), currently under construction as a public
park and events center, in accordance with the terms and conditions set forth in this Agreement, for
the period of time specified in this Agreement.
AGREEMENT.•
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, and for good and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, City and Company hereby agree as follows:
1.0 TERM OF AGREEMENT
1.1 Effective Date; Term. City is contracting with Company, pursuant to this
Agreement, for provision by Company of Riding Park Parcel management services and Reata Park
Parcel citrus tree maintenance, 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, and the
term of the Reata Park citrus tree maintenance shall be as specified in Section 2.2. This Agreement
shall terminate and be of no further force or effect as of 11:59 p.m. on December 31, 2014, unless
sooner terminated pursuant to the terms of this Agreement ("Termination Date").
1.2 Management Term. The Management Term shall commence on January 1, 2014
("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
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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.
2.1.2 Access to Riding Park Parcel. City hereby grants to Company a
non-exclusive revocable license, subject to and in accordance with the terms of this Agreement, to
enter upon and use the roads and other rights of way across the Property as designated by City on
EXHIBITA to access the Riding Park Parcel, or alternative roads, other rights of way, and portion of
the Property as City may reasonably require Company to use to access the Riding Park Property from
time to time ("Access Roads"). Other than the Access Roads, Company shall not enter upon or use
any other portions of the Property for any purpose without the express written consent of City.
2.1.3 Management of Riding Park Parcel in Accordance with Permitted Uses.
The Riding Park Parcel shall be used solely for the purpose of hosting sporting and equestrian events
and community recreational and sports -related activities, and ancillary activities appropriate to
particular events including. but not limited to, food and beverage service (including serving of
alcoholic beverages in compliance with applicable permit and regulatory requirements of the State of
California Department of Alcoholic Beverage Control) and use of amplified sound equipment
(provided the same does not exceed the City's noise ordinance), so long as such uses, individually
and/or cumulatively, do not increase traffic beyond existing levels and such uses comply with the Use
Restrictions attached as Exhibits C and D of the Grant Deed transferring ownership of the Property to
City, a copy of which Exhibits C and D are attached hereto as EXHIBIT B (collectively, the
"Permitted Use"), and for no other purpose. All other uses of the Riding Park Parcel that Company
may propose shall be subject to the prior review and written consent of the City Manager, which
consent may be given or withheld in the City Manager's sole and absolute discretion. Company
shall request such permission from the City Manager, in writing, not less than thirty (30) days prior to
the proposed commencement of any such event or use. Company shall use its commercially
reasonable efforts to schedule, promote, and use the Riding Park Parcel with Permitted Uses so as to
maximize use of the Riding Park Parcel but within the mandated traffic levels and consistent with
proper management and maintenance of the Riding Park Parcel for equestrian and sport's -related uses.
2.1.3.1 Parkine on Riding Park Parcel. Company and the users of
the Riding Park Parcel, may park vehicles, including horse trailers, on the Riding Park Parcel in
conjunction with the Permitted Use; provided, however, that no persons using the Riding Park Parcel
shall be permitted to park, and Company shall prohibit all persons using the Riding Park Parcel from
parking, on any other portion of the Property and from parking on the Reata Park Parcel. Any
parking permitted on the Reata Park Parcel shall be in conjunction with the use of the Reata Park
Parcel and not the Riding Park Parcel.
2.1.3.2 Sierra Soil. City and Company acknowledge that prior to
the Effective Date of this Agreement, certain work was performed by Sierra Soil Products, Inc. on a
portion of the Riding Park Parcel. Company shall be responsible and liable for any damage, cleanup,
or liability arising from or attributable to such work.
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2.1.4 Identification of Riding Park Parcel. Company shall identify and
advertise the Riding Park Parcel exclusively as the "Rancho Mission Viejo Riding Park at San Juan
Capistrano" at all times when performing or otherwise conducting a Permitted Use upon the Riding
Park Parcel. Company shall adhere to the City's approved sign program for the Riding Park Parcel.
2.1.5 Riding Park Parcel Events. Company shall submit to City Manager, not
less frequently than once per quarter, covering the four quarters of the Management Term, by the
dates set forth below, a written request for the City Manager's approval of the specific proposed
events and uses for each calendar quarter during the Management Term of this Agreement. City
Manager's consent shall not be unreasonably withheld provided the proposed events and uses are a
Permitted Use and City Manager or authorized designee shall respond in writing to the request within
fifteen (15) calendar days of receipt of Company's request. Company shall submit such written
requests in accordance with the following schedule:
For 1st Calendar Quarter (1/1/14-3/31/14): Not later than December 15, 2013
For 2nd Calendar Quarter (4/1/14-6/30/14): Not later than March 1, 2014
For 3rd Calendar Quarter (7/1/14-9/30/14): Not later than June 1, 2014
For 0' Calendar Quarter (10/1/14-12/31/14): Not later than September 1, 2014
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 Vieio Rodeo. Notwithstanding anything in this
Agreement to the contrary, City retains the right to allow use of the Riding Park Parcel for the final
two (2) weeks of August for the purpose of allowing Rancho Mission Viejo, LLC to host the Rancho
Mission Viejo Rodeo or similar event, together with any and all related events and functions
associated therewith as determined by City in its sole and absolute discretion.
2.1.5.2 City Use of Riding Park Parcel for Capital Improvement
Installation. City shall have the right to and it shall not be a breach of this Agreement for City to, at
City's sole discretion and at any time during the Management Term to: (a) install on portions of the
Riding Park Parcel utilities, storm drain facilities, public restrooms, water, sewer, and other
infrastructure; (b) grant easements for the improvement of Ortega Highway and La Pata Road, which
improvements may require use and/or encroachment onto portions of the Riding Park Parcel; (c)
construct on portions of the Riding Park Parcel the Regional Riding and Hiking Trails as shown on
the County of Orange approved Master Plan of Regional Riding and Hiking Trails or other public
trails pursuant to City's plan and specifications, and (d) allow the Reserve at Rancho Mission Viejo, a
California non-profit public benefit corporation, to enter onto the Riding Park Parcel and perform any
activities thereon that may be required by (or are consistent with) the terms and provisions of the
Southern Habitat Conservation plan approved by the U.S. Fish and Wildlife Service on January 10,
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2007 (the "SSHCP"). No adjustment in Company's compensation hereunder shall be made due to
any losses, increased expenses, or impacts to Company resulting from or arising from the exercise of
any of the activities set forth in this Section 2.1.5.2..
2.1.6 Impact of County La Pata Project. City and Company acknowledge that
the County of Orange has undertaken expansion of La Pata Avenue adjacent to the Riding Park
Parcel. The extent of the impact and its effect on the ability of Company to effect use of the Riding
Park Parcel for the Permitted Use is not known. Notwithstanding, no adjustment in Company's
compensation hereunder shall be made due to any losses, increased expenses, or impacts to Company
resulting from County's work.
2.1.7 Riparian Resources Areas.
2.1.7.1 Identification of Riparian Resource Areas. Portions ofthe
Riding Park Parcel contain riparian resources that are subject to the provisions of the SSHCP and its
Implementation Agreement. These resources areas ("Riparian Resources Areas") are specifically
identified and depicted in EXIYIBITA 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 Dama a to Riparian Resource Areas. In the instance that
the Riparian Resource Areas sustain any damage during the Management Term, Company shall
immediately notify City concerning the damage. Within five (5) days following Company's
delivery of said notice of damage to City, Obmpany and City shall meet and confer for purposes of
discussing the damage and addressing restoration of the damages areas. if the damage is caused by,
or, otherwise the result of, the actions—whether of commission or omission—of Company or any
other person entering onto the Riding Park Parcel pursuant to, or under color of, this Agreement,
Company, at its sole cost and expense, shall be responsible for (i) preparing a restoration plan that
addresses and provides for timely and complete remediation of the damage, (ii) submitting the
restoration plan to City for review and approval, (iii) modifying the restoration plan in accordance
with any comments or directions received from City, and (iv) performing all restoration work in
accordance with the restoration plan approved by City. All restoration work shall be subject to
oversight by City and shall be performed in accordance with time frames and methods approved by
City.
2.1.7.4 Material Breach. In addition to any other rights of City to
terminate this Agreement, any failure of Company to strictly adhere to the obligations set forth in this
Section 3.1.7 shall be deemed a material breach of this Agreement and City may, in its sole and
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absolute discretion, immediately terminate this Agreement upon delivery of notice to Company.
Notwithstanding any such termination of this Agreement, Company shall remain obligated (i) for all
costs and expenses associated with remediating any damage to the Riparian Resource Areas caused
by Company (or any other person entering onto the Riding Park Parcel pursuant to, or under color, of
this Agreement), and (ii) for satisfying all other obligations of Company that survive termination of
this Agreement.
2.1.8 Approvals; Compliance. Company, in performing the Riding Park
Management Services, shall be required to, at its sole cost and expense, do the following:
(a) Maintain all necessary licenses and/or permits from all appropriate
public or governmental agencies with jurisdiction and provide copies of same to City upon any
request therefor;
(b) Comply with each and every federal, state, or local law (including the
City's Municipal Code), regulation, standard, decision of court, ordinance, rule, code, order, decree,
directive, guidelines, permit or permit condition, together any declaration of covenants, conditions,
and restrictions that have been recorded in any official or public records with respect to the Riding
Park Parcel or any portion thereof, each as currently existing and as amended, enacted, issued, or
adopted in the future which are become applicable to the Riding Park Parcel;
(c) Not materially interfere with the use and enjoyment of the Riding Park
Parcel by City or any person claiming through or under City, except as may be mandated by this
Agreement;
(d) Not permit any other person or party to enter upon the Property or
Riding Park Parcel under the authority of this Agreement other than as guests or invitees, and
Company shall not authorize any person or entity to operate any commercial use and shall not grant
any sub-agreement, license, or other form of agreement relating to the Property without the prior,
express written consent of the City Manager which consent may be given or withheld in the City
Manager's sole and absolute discretion; provided, however, that notwithstanding the foregoing,
Company's vendors, concessionaires, and similar commercial uses shall be permitted on the Riding
Park Parcel in conjunction with the Permitted Uses.
(e) Cooperate with and provide City staff with information and
recommendations related to where and what types of infrastructure improvements could be
implemented to maximize the use of the Riding Park Parcel, including future restroom facilities,
water access points, irrigation system enhancements, parking strategies, and where to best site any
covered areas; and
(f) If requested by City, assist City staff to best facilitate the development
and installation of City's lemon grove parcel (manpower).
2.1.9 Signage. Company shall have the right to install signage upon the Riding
Park Parcel identifying the location of the facility and the activities/events conducted by Company
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
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right to approve/disapprove any signage proposed by Company, (iv) all costs and expenses associated
with designing, permitting, constructing, installing, and maintaining the signage shall be borne
exclusively by Company, (v) Company shall maintain all approved signage in good condition and
repair, (vi) at the conclusion of the Management Term, Company, unless otherwise directed by City,
shall remove the signage from the Riding Park Parcel, and (vii) Company shall submit sign plans
including site plan location and elevations for City's review and approval of any amendment to the
sign program for the Riding Park Parcel as exists on the Effective Date of this Agreement.
2.1.10 Rules and Regulations. Company shall comply with City's rules and
regulations for the Property ("Rules and Regulations"), a copy of the current edition of which is
attached hereto as EXHIBIT D; provided, City shall have the right to revise and modify the Rules
and Regulations from time to time in City's sole and absolute discretion and Company shall comply
therewith upon receipt of a copy thereof.
2.1.11 Company Responsible for Riding Park Parcel Operatine Expenses.
Company shall be responsible for payment of all costs and expenses of whatever type or nature,
incurred with respect to or otherwise arising from Company's performance of the Riding Park Parcel
Management Services including, but not limited to: (i) all charges for heat, water, gas, electricity,
and any other utilities (and City shall not be responsible or liable for any interruption in or curtailment
of any utility service); (ii) all costs associated with preparing the Riding Park Parcel for, and holding,
the activities/events thereon that are Permitted Uses including, but not limited to, all licenses and
permits; (iii) all taxes, fees, assessments, levies, fines, judgments, claims, charges, costs of defense of
lawsuits, attorney fees, and expert witness fees; (iv) all employee, personnel, and labor costs
including all salaries, wages, benefits, pension contributions, health care costs, and all other such
costs; (v) costs of maintaining the Riding Park Parcel in a manner, and at a level, necessary to insure
the ongoing use of the Riding Park Parcel during and after the Management Term for the Permitted
Uses; (vi) all marketing, advertising, publicity, and related costs to promote the activities and events
that are Permitted Uses on the Riding Park Parcel; (vii) all office management costs to operate the
Riding Park Parcel including but not limited to computers, telephone, software, and accounting and
payroll programs, (viii) the cost to repair improvements on the Riding Park Parcel; (ix) insurance
premiums; and (x) contracts necessary to operate and maintain the Riding Park Parcel (collectively,
the "Riding Park Parcel Operating Expenses"). If City should (but is under no obligation to) pay
for any of the Riding Park Parcel Operating Expenses due to Company's failure to make time
payments thereof, Company shall reimburse City within thirty (30) days of receipt of the invoice for
any such payments made by City on behalf of Company. If such payment is not received within
such thirty (3 0) day period, interest shall accrue on the outstanding balance due at the maximum legal
rate then in effect.
2.1.12 Riding Park Parcel Management Fee. City and Company acknowledge
and agree that in light of the purpose of this Agreement to provide equestrian, sports, and community
services to third parties, the source of gross revenue derived from operations on the Riding Park
Parcel is fees paid by third party users. Thus, during the one-year Management Term of this
Agreement, City shall pay Company a management fee ("Riding Park Parcel Management Fee")
based on percentage of gross revenues received by Company from the Riding Park Parcel
Management Services including but not limited to: facility rentals and other rental income, vendor
fees, stalls, RV fees, parking fees, food and beverage concessions, horse and equestrian shows, horse
events, tournaments, special events, group events, sports events including but not limited to soccer
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and lacrosse, taxable sales, nontaxable sales, proceeds of insurance covering loss of gross revenues
including but not limited to business interruption insurance or similar types of insurance, and any
amount received by Company in connection with any claim, demand, or lawsuit to replace or
augment Gross Revenues, with all gross revenues identified and recorded in accordance with
generally accepted accounting principles ("Gross Revenues"). Gross Revenues shall not include
sales taxes, excise taxes, gross receipts taxes, and other similar taxes imposed upon the sale of food,
beverages, merchandise, or services and paid to the appropriate taxing authority, whether added to or
included in the selling price. The percentage of Gross Revenues to be paid by City to Company
("City Management Fee Payment Percentage") shall be as follows:
AMOUNT OF TOTAL GROSS
REVENUES
$0.00 to and including $600,000.
For each dollar of Gross Revenues over
$600,000 to and including $850,000.
For each dollar of Gross Revenues over
$850,000 to and including $1,200,000.
For each dollar of Gross Revenues over
$1,200,000.
CITYRIDING PARK PARCEL
MANAGEMENT FEE PAYMENT
PERCENTAGE
66.66%
90%
97.5%
95%
2.1.12.1 Qiiartcx•iv Payment of Riding Park Parcel Management
Fee. Within ten (10) days after the end of each quarter during the Management Term, Company
shall report the Gross Revenues for the quarter just ended to the City's Chief Financial Officer. The
City's Chief Financial Officer shall review and reasonably verify the amount reported and shall notify
Company of acceptance or rejection of the information provided. The City's Chief Financial Officer
may request additional information. If the information is rejected, Company, City Manager, and
City's Chief Financial Officer shall meet and confer in good faith to resolve any objections or
concerns. Once the information is accepted by the City's Chief Financial Officer, City shall make a
payment toward the Riding Park Parcel Management Fee by applying the above City Management
Fee Payment Percentage to the total Gross Revenues for the year to date through the end of the
reporting quarter. For illustration purposes only, if the Gross Revenues achieved doming Quarter #1
were $500,000, the payment made to Company by the City after the end of Quarter #1 would be
$333,300, and if the Gross Revenues achieved during Quarter #2 were $400,000 (i.e., total Gross
Revenues through Quarter #2 of $900,000), the payment made to Company by the City after the end
of Quarter #2 would be $340,410. At the end of Quarter #4, which corresponds to the end of the
Management Term, and notwithstanding any other term or provision in this Agreement to the
contrary, this Agreement shall remain in effect for the purpose of the final quarterly payment
following,the end of Quarter #4 and for purposes of any necessary or required reconciliation and
accounting to "true up" the final payment so that the total Riding Park Management Fee for the
Management Term has been accurately determined, reconciled, and paid.
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2.1.12.2 Method of Payment of Riding Park Management Fee. In
lieu of Company transferring all Gross Revenues to the City and then receiving the quarterly Riding
Park Parcel Management Fee payments, City shall effect payment of the quarterly Riding Park Parcel
Management Fee amount by an offset against the Gross Revenues and Company shall pay City the
remainder by check in good and immediate funds no later than seven (7) days after receipt of
notification from the City Manager or City's Chief Financial Officer or authorized designee that the
report of Gross Revenues for the applicable calendar quarter has been accepted. Using the same
example for illustration purposes only as set forth in Section 2.1.12.1, if the Gross Revenues for
Quarter #1 are $500,000, the City's Riding Park Parcel Management Fee payment to Company
would be $333,300 and thus, pursuant to this Section 2.1.12.2, Company shall pay the difference to
City which, in this example would be the amount of $166,700.
2.1.13 Ownership of Improvements and Personal Property. All
non -permanent structures and improvements on the Riding Park Parcel installed by Company
during the term of this Agreement and all fixtures, furnishings, and equipment and operating
inventory purchased by Company during the term of this Agreement shall be considered property
owned by Company and shall be removed by Company at the Termination Date unless other
arrangements are made with City.
2.2 Reata Park Parcel Citrus Maintenance by Company. City hereby contracts with
Company, during the portion of the Management Term specified below and in accordance with the
terms of this Agreement, to provide the Reata Park "Parcel 8 (Citrus Maintenance)" as set forth in the
attached EXHIBIT C ("Reata Park Parcel Citrus Maintenance"), starting with the date of
commencement of the Management Term and ending on the date specified in a written notice from
City that corresponds with the anticipated date of opening of Reata-Park for public use following
completion of Reata Park construction, unless Company's provision of the Reata Park Parcel Citrus
Maintenance is earlier terminated by City as set forth in Section 2.2.4 ("Reata Park Parcel Citrus
Maintenance Termination Date").
2.2.1 Acceptance of Reata Park Parcel. Company accepts the Reata 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.
2.2.2 Company Responsible for Reata Park Parcel Citrus Maintenance
Expenses. Except as may otherwise be provided in EXHIBIT C, 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 Reata Park Parcel Citrus Maintenance but not limited to:
(i) all charges for heat, water, gas, electricity, and any other utilities (and City shall not be responsible
or liable for any interruption in or curtailment of any utility service); provided, however, that
Company shall not be obligated to install on or bring to the Reata Park Parcel any water, gas,
electricity, or any other utility service; (ii) all costs for licenses and permits; (iii) all taxes, fees,
assessments, levies, fines, judgments, claims, charges, costs of defense of lawsuits, attorney fees, and
expert witness fees; (iv) all employee, personnel, and labor costs including all salaries, wages,
benefits, pension contributions, health care costs, and all other such costs; (v) all office management
costs associated with performing the work including but not limited to computers, telephone,
software, and accounting and payroll programs, (vi) the cost to repair improvements on the Reata
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Park Parcel necessitated by Company's performance of the Reata Park Parcel Citrus Maintenance;
(vii) insurance premiums; and (viii) contracts necessary to perform the Reata Park Citrus
Maintenance (the "Reata Park Parcel Expenses"). If City should (but is under no obligation to)
pay for any of the Reata Park Parcel Expenses due to Company's failure to make time payments
thereof, Company shall reimburse City within thirty (30) days of receipt of the invoice for any such
payments made by City on behalf of Company. If such payment is not received within such thirty
(3 0) day period, interest shall accrue on the outstanding balance due at the maximum legal rate then in
effect.
2.2.3 Reata Park Parcel Management Fee. During the one-year Management
Term of this Agreement and until the Reata Park Parcel Citrus Maintenance Termination Date, City
shall pay Company the fixed management fee set forth below for Company's performance of the
Reata Park Parcel Citrus Maintenance in accordance with the terms of this Agreement, payable in
monthly installments as set forth below, and subject to the adjustment set forth in Section 2.2.4 below
("Reata Park Parcel Management Fee"). The Reata Park Management Fee shall Six Hundred
Dollars ($600.00) per month payable on the 1st of each month during the period of time within the
Management Term that Company is obligated to perform the Reata Park Parcel Citrus Maintenance.
For any month in which the first day of the month falls on a day that City Hall is not open for business
to the general public, payment shall be made on the next business day. If payment is not received by
Company within ten (10) days after the first day of the month, Company shall deliver a written
demand for payment to City.
2.2.4 Termination of Company's Reata Park Parcel Citrus Maintenance:
Adiustment of Reata Park Parcel Management Fee. City, in its sole and absolute discretion, and
notwithstanding any other term or provision of this Agreement to the contrary, may terminate the
Company's provision of the Reata Park Parcel Citrus Maintenance at any time, and for any reason,
during the Management Term upon thirty (30) days prior written notice to Company. In the event of
such termination prior to the end of the Management Term, the Reata Park Parcel Management Fee
shall be adjusted as follows: Company shall refund to City the unused portion of the Reata Park
Parcel Citrus Maintenance monthly fee that was paid by City on or about the 1St of the month in which
the Reata Park Parcel Citrus Maintenance ended pursuant to the notice of termination (and any
Company expenses incurred that reduces Company's refund to City to an amount below the monthly
fee for that month shall be documented by Company).
3.0 TERMINATION
3.1 Company's Ripht to Terminate Agreement. In addition to any other rights of
termination afforded to Company in this Agreement, Company shall have the right to terminate this
Agreement prior to the end of the Management Term upon any of the following events:
(a) A material breach by City and only upon not less than thirty (30) days' prior
written notice to the City which notice shall specify the material default. Upon receipt of such
notice, City may, but shall not be obligated to, effect to remedy of such default within such thirty (3 0)
day period; provided, however, that such cure period shall be extended for such material defaults that
cannot reasonably be cured within such thirty (30) day period provided City has commenced such
cure within the thirty (3 0) day period and diligently prosecutes such cure to completion.
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(b) Loss of currently available water supply to the Riding Park Parcel from
adjoining Blenheim Farms which water supply is not readily available replaceable at comparable
cost, and only upon not less than thirty (30) days' prior written notice to the City. Upon receipt of
such notice, City may, but shall not be obligated to, remedy the loss of water supply within such thirty
(3 0) day period, which may include providing water to the Riding Park Parcel from another source, in
which case the Parties agree to meet and confer in good faith to adjust the Riding Park Parcel
Management Fee to address any increased costs associated with an alternative water supply.
(c) Loss of Company facilities located on the Riding Park Parcel due to
environmental or other property constraints including but not limited to natural disasters, and only
upon not less than thirty (3 0) days' prior written notice to the City of Company decision to terminate
specifying the environmental or other property constraint. Upon receipt of such notice, City may,
but shall not be obligated to, effect to remedy of the environmental or other property constraint within
such thirty (30) day period, in which case the Parties agree to meet and confer in good faith to adjust
the Riding Park Parcel Management Fee to address any increased costs associated with City's
remedy.
3.2 Citv's Right to Terminate Aereernent. In addition to any other rights of
termination afforded to City in this Agreement, City shall have the right to terminate this Agreement
prior to the end of the Management Term upon any of the following events:
(a) A material breach by Company and only upon not less than thirty (30) days'
prior written notice to the Company which notice shall specify the material default. Upon receipt of
such notice, Company may, but shall not be obligated to, effect to remedy of such default within such
thirty (30) day period; provided, however, that such cure period shall be extended for such material
defaults that cannot reasonably be cured within such thirty (30) day period provided City has
commenced such cure within the thirty (30) day period and diligently prosecutes such cure to
completion. Failure to timely take corrective action as provided in Section 6.1 shall constitute a
material breach.
(b) The insolvency of Company or if Company is adjudicated a bankrupt or
Company institutes any proceedings under any law relating to bankruptcy wherein Company seeks to
be adjudicated a bankrupt or to be discharged of its debts or to effect a plan of reorganization, or the
filing of an involuntary petition by any of Company's creditors seeking the rehabilitation, liquidation,
or reorganization of Company under any law related to bankruptcy, insolvency, or other relief of
debtors, and, in the case of involuntary actions, the failure to remove or discharge the same within
sixty (60) days of such filing.
(c) City and Company acknowledge and agree that the Property was acquired
with the proceeds of tax-exempt bonds and this Agreement is required to be compliant with
applicable provision of the Internal Revenue Code and implementation IRS Regulations, including
but not limited to Revenue Procedure 97-13. If, and upon, City's receipt of a determination from a
qualified bond counsel, the Trustee for such bonds, the Internal Revenue Service, or other qualified
person or entity, that this Agreement is not a compliant management agreements, 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
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Park Parcel Management Fee and the Reata 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 either or both the Riding Park Parcel and/or the Reata
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 or the portion of
Reata Park Parcel Management Fee, as the case may be, earned by Company to the date of
termination.
(e) If all of the Riding Park Parcel and/or the Reata 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 or Reata Park Parcel, as the case may be, for the purposes for which Company
is performing the Riding Park Parcel Management Services and Reata Park Parcel Citrus
Maintenance), 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 and/or the Reata Park Parcel, as applicable, or of that substantial
portion of the Riding Park Parcel or Reata Park Parcel, as applicable, or (ii) the date when the Riding
Park Parcel or Reata Park Parcel, as applicable, is no longer open and available for operations, this
Agreement with respect to the Riding Park Parcel or Reata Park Parcel, as applicable, 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, or the portion of the Reata Park
Parcel Management Fee earned by Company to the date of such termination, as applicable.
(f) If the Riding Park Parcel and/or the Reata 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 or Reata Park Parcel, as applicable,
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, or the portion of the
Reata Park Parcel Management Fee earned by Company to the date of such termination, as
applicable.
(g) If there is a disruption in Company's operation of the Riding Park Parcel
and/or Reata Park Parcel Citrus Maintenance, as the case may be, 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
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explosions, floods, earthquakes, other acts of God, strikes, labor disputes, shortages of materials, or
any other event not within the control of Company, City, by written notice to Company within thirty
(30) days following the occurrence of such event, shall have the right to terminate this Agreement
with respect to the Riding Park Parcel and/or Reata Park Parcel, as applicable, 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, or the portion of the
Reata Park Parcel Management Fee earned by Company to the date of such termination, as
applicable.
4.0 DAMAGE; LIENS
4.1 Company to Repair ,Property. Company shall repair and restore any damage,
destructions, or casualty to any structures, improvements, fixtures and/or installations, soil, plants,
crops, fences, timber, habitat, livestock and/or any other natural resources on or about the Property
arising from Company's performance of the Riding Park Parcel Management Services and Reata
Park Citrus Maintenance including by any other user of the Riding Park Parcel with Company's
consent. All repair and restoration work shall be subject to (i) the preparation by Company, and
approval by City, or a restoration plan for the Riding Park Parcel and/or Reata Park Parcel as
applicable, and (ii) oversight by City of any restoration work completed on the Riding Park Parcel
and/or Reata Park Parcel as applicable. The obligations of this Section shall survive termination of
this Agreement.
4.2 No Liens. Company shall not permit to exist or otherwise to be enforced against the
Riding Park Parcel or Reata Park Parcel, or any portion thereof, any mechanics', materialmen's,
contractors', or other liens ("Liens") arising out of the acts or omissions of Company hereunder.
Company hereby indemnifies and agrees to City and any affected portion of the Riding Park Parcel
and Reata 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 Reata Park Parcel (or any other portion of the Property) as a result of
the foregoing, and Company shall fail, within twenty (20) days after such recording, to either (i) pay
and discharge the underlying claim and cause a lien release to be recorded, or (ii) furnish to City a
surety bond or other security reasonably satisfactory to City protecting City against liability for such
Lien and holding the affected property free from the effect of such Lien, the City may, but not be
obligated to, take such action or pay such amounts as may be necessary to remove such Lien, and
Licensee shall immediately pay City the amount so expended by City, together with interest thereon
at the rate of ten percent (10%) per annum accruing from the date of such payment by City until paid
in full by Company, or in the alternative City may offset the amount due from one or more Riding
Park Parcel Management Fee and/or the Reata Park Parcel Management Fee payments. The
obligations of this Section shall survive termination of this Agreement.
4.3 Com anv Responsible for Acts of Em lovees A ents and Invitees. Company
shall be responsible for and liable for all acts and omissions of all of Company's agents, employees,
representatives, and any other person or party entering on the Property under the authority or color of
this Agreement. In addition to any of indemnification by Company in favor of City in this
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Agreement, Company shall indemnify, defend, and hold harmless City and all of its elected and
appointed officials, officers, directors, agents, representatives, managers, and employees from and
against all claims arising out of or related to the foregoing described acts and omissions for which
Company is responsible and liable, and including any costs and expenses, including, but not limited
to, attorneys' fees, expert witness fees, and court costs reasonably incurred by City in connection
therewith. The obligations of this Section shall survive termination of this Agreement.
4.4 Company Responsible for Hazardous Substances and Remediation. Company
shall not use, store, or transport any hazardous substances on or onto the Property. Company shall
repair, remediate and/or restore any condition attributable to or arising from same. All such work
shall be performed in accordance with permits obtained from applicable governmental agencies.
Upon the expiration of the Management Term or earlier termination of this Agreement, Company
shall direct, and pay for, the preparation of a Phase I environmental assessment report for the
Property, and for a Phase II environmental assessment if such be required. Company shall be
responsible for all cleanup and remediation work which work shall be subject to the review and
verification of City's environmental consulting firm. The obligations of this Section shall survive
termination of this Agreement.
5.0 INDEMNIFICATION; INSURANCE; CLAIMS
5.1 Indemnification. Company shall indemnify, defend, and hold harmless City and all
of its elected and appointed officials, officers, directors, agents, representatives, managers, and
employees, from and against all liabilities, claims, damages, losses, and expenses of any nature
whatsoever (including, but not limited to any costs or expenses for attorneys' fees, expert witness
fees, court costs, and all incidental, consequential, economic, or punitive damages) arising out of
Company's use of the Property or otherwise arising out of the acts or omissions of Company
hereunder. As a material part of the consideration for this Agreement, Company waives any and all
claims and demands against Company for any and all such injury or damages and all other claims of
any nature whatsoever. The obligations of this section shall survive termination of this Agreement.
5.2 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 and Reata Park Parcel, the performance of the Riding Park Parcel
Management Services and Reata Park Citrus Maintenance, 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
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
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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 or Reata Park Parcel.
5.3 Claims. Company shall notify City of any claims or lawsuits relating to the Riding
Park Parcel or Reata 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 or a Reata Park Parcel Expense shall be for legal services directly related to the Riding Park
Parcel or Reata Park Parcel, as applicable, and shall not include any Company corporate overhead or
administrative fee or charge. The City Manager shall have the right to pre -approve any legal counsel
retained by Company to defend the City, and to approve all legal bills incurred in such defense.
6.0 CITY REVIEW AND EVALUATION
6.1 Riding Park Parcel and Reata Park Parcel Operations and Maintenance
Evaluation. City shall be permitted to periodically, in its sole discretion, to evaluate Company's
performance of the Riding Park Parcel Management Services and Reata Park Parcel Citrus
Maintenance to determine conformance to the requirements of this Agreement. In the event of any
deficiency in Company's performance, City shall provide Company with a written notice of
deficiency identifying the deficient items or issues. Upon receipt, Company shall promptly, but in
no event more than five (5) days, notify City in writing of the corrective actions to be taken and shall
correct such deficiency within fifteen (15) days thereafter, or for such deficiencies which are not
reasonably capable of being corrected within such fifteen (15) day period (which shall not include
delay merely due to an unwillingness to expend money), Company shall commence the correction
within such fifteen (15) day period and shall diligently prosecute the correction to completion. The
cost of all corrective actions shall be a Riding Park Parcel Operating Expense or Reata Park Parcel
Expense, as applicable.
6.2 Citi Access to Riding Park Parcel and Reata Park Parcel. City shall have the
right enter upon the Riding Park Parcel and the Reata 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 or Company's Reata Park
Parcel Citrus Maintenance.
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
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Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party
as set forth below or at any other address as that party may later designate by notice:
If to Company (if by mail):
If to Company (if by personal delivery
or document delivery service):
If to City:
8.0 BOOKS AND RECORDS; INSPECTION
Mr. R. J. Brandes
P. O. Box 609
San Juan Capistrano, CA 92693
Mr. R. J. Brandes
Blenheim Facility Management, LLC
28801 San Juan Creek Road
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 and Reata Park Parcel Citrus Maintenance.. All books and records of Company for the
Riding Park Parcel and the Reata 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 the Reata Park Parcel and such controls shall provide checks and balances
designed to protect the Riding Park Parcel and Reata Park Parcel, Company, and City. Company
shall maintain all financial and accounting books and records for a period of at least four (4) years
after the Termination Date of this Agreement, and City shall have the right to inspect and audit
such books and records during such period as provided in Section 8.2 below.
8.2 Inspection. Upon seven (7) days prior written notice to Company, which notice
shall set forth the date and time that City desires to inspect Company's books and records as
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 and Reata Park Parcel
Citrus Maintenance.. 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
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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 other individual designated by Company in writing to City has the authority to
approve or consent to those matters identified in this Agreement as requiring Company's approval
or consent and to make all other decisions on behalf of Company regarding the administration of
this Agreement. City's management direction to Company shall be given by the City Manager or
City Manager's authorized designee. In addition to such other authorizations granted the City
Manager in this Agreement to act on behalf of City, the City Manager shall have the authority, in the
event of a dispute involving the interpretation of the terms and provisions of this Agreement, to
reasonably interpret the terms and provisions of this Agreement on behalf of City.
9.2 Company Is Independent Contractor. Company is and shall at all times remain as
to the City a wholly independent contractor. Nothing contained in this Agreement shall be
construed to be or create a partnership or joint venture between City and its successors and assigns,
on the one part, and Company and its successors and assigns, on the other part. The personnel
performing the services under this Agreement on behalf of Company shall at all times be under
Company's exclusive direction and control. Neither City nor any of its officers, officials,
employees, or agents shall have control over the conduct of Company or any of Company's officers,
employees, or agents. Company shall not at any time or in any manner represent that it or any of its
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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 and the Reata Park Parcel Management Fee paid to Company as provided in this Agreement, City
shall not pay compensation to Company and shall not be liable for any salaries, wages, or other
compensation to Company for performing services hereunder for City. City shall not be liable for
compensation or indemnification to Company for injury or sickness arising out of performing
services hereunder.
9.3 Contracts and Agreements. Except as provided below, contracts and agreements
entered into by Company from and after the Effective Date of this Agreement that in any manner
relates to Company's performance of the Riding Park Parcel Management Services or Reata Park
Parcel Citrus Maintenance (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, and shall not, with respect to the
Reata Park Parcel Citrus Maintenance, 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, or with respect to the Reata Park Citrus Maintenance is
more than thirty (3 0) days, then Company shall obtain the prior written approval of the City Manager
for such agreements and City agrees, upon expiration or earlier termination of this Agreement, to
assume all such agreements it has so approved.
9.4 City Financing. In the event City desires to obtain bond financing or other
financing or to refinance existing bond or other financing ("City Financing") which this Agreement
affects, Company agrees to amend this Agreement at any time and from time to time, if, in the
opinion of the City's legal counsel, this Agreement must be amended to comply with laws,
regulations, rules, or procedures applicable to the City Financing, and any refinancing or refunding
thereto, including but not limited to those laws, regulations, rules, and procedures applicable to or
promulgated by the Internal Revenue Service. City and Company shall meet and confer in good
faith to effect such written amendment to this Agreement as necessary to insure the Agreement is in
compliance as required by the preceding sentence, which amendment(s) shall be affixed as an
attachment to this Agreement; provided, however, that in the event City and Company disagree on
the nature or scope of the required amendment(s), either parry 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, or the portion of the Reata Park Parcel Management Fee earned by
Company to the date of such termination, as applicable.
9.5 No Assignment Without City Consent. Company shall not assign this
Agreement without the prior written consent of the City Manager which maybe given or withheld
in the City Manager's sole and absolute discretion. Any assignment by Company, whether or not
requiring the prior consent of City Manager, shall not be effective unless and until Company and
such assignee execute an assignment and assumption in a form acceptable to the City Attorney. It
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is understood and agreed that any consent granted by the City Manager to any such assignment by
Company shall not be deemed a waiver of any consent required under this Section as to any future
assignment. Any assignment by Company of this Agreement in violation of the provisions of this
Agreement shall be null and void and shall result in the termination of this Agreement. In
addition to any other remedies available to the parties, the provisions of this Section shall be
enforceable by injunctive proceeding or by suit for specific performance.
9.6 Compliance With. Law; Licenses and Permits. Company shall comply with all
applicable laws of governmental bodies having jurisdiction with respect to the Riding Park Parcel and
Reata Park Parcel and Company's performance of this Agreement. Company shall, at its expense,
procure and maintain all licenses, permits, and approvals required to be obtained by it to perform the
work under this Agreement. Company hereby expressly acknowledges and agrees that City has
not previously affirmatively represented to Company, in writing or otherwise, in a call for bids or
otherwise, that any work covered by this Agreement is not a "public work," as defined in Section
1720 of the Labor Code. Company shall indemnify, protect, defend and hold harmless the City
and its elected and appointed officials, officers, employees, agents, and representatives, with
counsel reasonably acceptable to City, from and against any and all loss, liability, damage, claim,
cost, expense and/or "increased costs" as defined in Labor Code Section 1781, as amended from
time to time, including reasonable attorney fees, court and litigation costs, and fees of expert
witnesses, which results or arises in any way from (1) the noncompliance by Company of any
applicable local, state and/or federal law, including, without limitation, any applicable federal
and/or state labor laws (including, without limitation, if applicable, the requirement to pay state
prevailing wages and hire apprentices); (2) the implementation of Labor Code Section 1781, as the
same may be amended from time to time, or any other similar law; and/or (3) failure by Company
to provide any required disclosure or identification as required by Labor Code Section 1781, as
may be amended from time to time, or any other similar law. Company shall bear all risks of
payment or non-payment of prevailing wages under California law and/or the implementation of
Labor Code Section 1781, as the same maybe amended from time to time, and/or any other similar
law. "Increased costs," as used in this Section, shall have the meaning ascribed to it in Labor
Code Section 1781, as the same may be amended from time to time. The foregoing indemnity
shall survive termination of this Agreement.
9.7 No Undue Influence. Company declares, represents, and warrants that no undue
influence or pressure was used against or in concert with any officer or employee of the City in
connection with the award, terms, or implementation of this Agreement, including any method of
coercion, confidential financial arrangement, or financial inducement. No officer or employee of
the City shall receive compensation, directly or indirectly, from Company, or from any officer,
employee, or agent of Company, in connection with the award of this Agreement or any work to be
conducted as a result of this Agreement.
9.8 Covenant Against Discrimination. Company covenants that, by and for itself, its
heirs, executors, assigns, and all persons claiming under or through them, that in the performance of
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.
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9.9 Nonliability of City Officers and Employees. No officer, official, employee,
agent, representative, or volunteer of the City shall be personally liable to the Company, or any
successor in interest, in the event of any default or breach by the City or for any amount which may
become due to the Company or to any successor -in -interest, or for breach of any obligation of the
terms of this Agreement.
9.10 Governing Law; Attorney Fees-, Litigation Matters. The internal laws of the
State of California, without regard to principles of conflicts of laws, shall govern the interpretation
of this Agreement. In addition to any other rights or remedies, either party may take legal action, in
law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any
other remedy consistent with the purposes of this Agreement. Notwithstanding anything in this
Agreement to the contrary, Company's monetary damages shall be limited to the Riding Park Parcel
Management Fee and the Reata 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.
9.12 Severability. In the event that any one or more of the phrases, sentences, clauses,
paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a
valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall
not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement
which are hereby declared as severable and shall be interpreted to carry out the intent of the parties
hereunder unless the invalid provision is so material that its invalidity deprives either party of the
basic benefit of their bargain or renders this Agreement meaningless.
9.13 Interpretation. The terms of this Agreement shall be construed in accordance with
the meaning of the language used and shall not be construed for or against either party by reason of
the authorship of this Agreement or any other rule of construction which might otherwise apply.
394/028428-0019
6143924.9 al 1/22/13 -19-
9.14 No Relocation_ Rights. Company shall have no rights under. this Agreement for any
relocation assistance or benefits whatsoever upon termination of this Agreement, whether by
condemnation or otherwise, and Company expressly waives any right to such relocation benefits or
assistance it may have under any applicable laws, including but not limited to California Government
Code Section 7260 et seq., the Relocation Assistance and Real Property Acquisition Guidelines set
forth at Title 25 California Code of Regulations Section 6000 et seq., the Uniform Relocation
Assistance and Real Property Acquisition Act set forth at 41 United States Code Section 4601 et seq.
and federal regulations set forth at 49 Code of Federal Regulations Part 24.
9.15 Survival of Covenants Any covenant, term, or provision of this Agreement which
in order to be effective must survive the termination of this Agreement shall survive any such
termination.
9.16 Consents Each party agrees that it will not unreasonably withhold any consent or
approval requested by the other party pursuant to the terms of the Agreement, and that any such
consent or approval shall not be unreasonably delayed or qualified, except where such consent is
expressly stated as within the party's sole and absolute discretion.
9.17 Possessory Interest. Pursuant to California Revenue and Taxation Code Section
107.6, City hereby informs Company that this Agreement may create a possessory interest subject to
property taxation, and in such event Company may be subject to the payment of property taxes levied
on such interest. Any property taxes so levied shall be solely a liability of Company not a liability of
City.
9.18 Representations and Warranties. The persons executing this Agreement on
behalf of each of the Parties hereto represent and warrant that (i) such Party is duly organized and
existing, (ii) he or she are duly authorized to execute and deliver this Agreement on behalf of said
Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this
Agreement, and (iv) that entering into this Agreement does not violate any provision of any other
Agreement to which said Parry is bound.
9.19 Headings. The Article, Section, and Subsection headings contained in this
Agreement are for convenience and reference only and are not intended to define, limit or describe
the scope or intent of any provision of this Agreement.
9.20 Entire Agreement; Amendments. This Agreement contains the entire
understanding between the parties relating to the obligations of the parties described in this
Agreement. All prior or contemporaneous agreements, understandings, representations, and
statements, oral or written, are merged into this Agreement and shall be of no further force or
effect. This Agreement may be amended only by an instrument in writing approved by each of
the Parties hereto.
9.21 No Third Party Beneficiaries. No person or entity that is not a Party hereto shall
have no rights in or to this Agreement. This Agreement is strictly for the benefit of the Parties
hereto.
394/028428-0019
6143924.9 al 1/22/13 -20-
9.22 Time of the Essence. Time is of the essence of this Agreement. The parties
understand that the time for performance of each obligation has been the subject of negotiation by the
parties.
9.23 _Exhibits Incorporated. All exhibits and attachments to this Agreement are
incorporated herein and made a part hereof.
9.24 Counterparts. This Agreement may be executed in counterparts which, when all
the Parties hereto have signed this Agreement, shall constitute one and same instrument.
9.25 Effective Date. The Effective Date of this Agreement shall be the latest of the dates
set next to the signature of the Parties hereto, which date shall be inserted into the preamble of this
Agreement.
[END—SIGNATURE PAGE FOLLOWS]
394/028428-0019
6143924.9 all/22/13 -21-
IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of
the day and year first written above.
"CITY"
CITY OF N JUAN P.A )
X2.13 �;3
Date Sam Allevato, Mayor
L—a
EST:
`t�,v"k -t
a Morris, C
City Clerk
APPR AS TO FORM:
RUTAN A TU(SLR. LLP
Hans Van Lig
City Attorney
Date
"COMPANY"
L3
[END OF SIGNATURES—EXHIBITS FOLLOW]
394/028428-0019
6143924.9 al 1/25/13 -22-
LLC
EXHIBIT A
[SEE FOLLOWING PAGES]
394/028428-0019
6143924.4 a10/30/13 EXHIBIT A
ti ys so } J
R ob f1 3
,P
r
N
Exhibit A
w •..3
1 Q/1
�iiS� �.re 1r�Rw iaaK.ry
a w
i 1 0. wj C, AM"
{
is, . ' '•,,� ..
N
Exhibit A
EXHIBIT B
[SEE FOLLOWING PAGES]
394/028428-0019
6143924.4 a10/30/13 EXHIBIT B
EXHIBIT B
To the
Agreement
USE RESTRi N — PA0121ELS 7 ANO 8
(C-1 Fxhitif V-3 :( Kinch Plan EiR
C•2 Sectran III -H o' FC -- axt
G7: Secilo"I III -J of PZ Tga1)
;ATTACHED]
G'82::116.021.2
ltaed
��r f J iN•4'�kY�OMYY•.TM -T.R -_ ___. ftin�lr 1yYiMV.• .
"_"'ifi". . AN7FRCA ►Nlf wi. `+7M �.•f kd•q •fes..
Ty � r W TIraM Wi•Mr�f W.-.•tl.l
00
x4y 2w
i jj MI! rtRY � !K. h.-rr
Mw I.r cr.. •.� �
F;••!�"; ® M.es Orr•
Existing Land Uses In Planning Area i _�- Exhit�it ,7o - 14I
v
I. A+i WCtIt-IU7tAL W-104) R IF.R FAN i IMt9 AMD OM-G+tINQ WiC'S
IC" Ill.''p0!jt! arld "lt�°'t .f ttii'3 Se'.t;:tr+ is to �.ilcw Ir:r Loses {;,a iprilllJle etl;Et the
a {.�lirstl ttgrk u,,turr^: d^1 i(yv t'tt:tts tY nature of the f &,IL:h Olen FC' zwea. and
rcrs-.,term ojil l the Al 'Geevr-�al A;Ir,rtut:urai" 0. 4r:ct �ecjsr:e�ticr'a of 'C.o tinri Cara
Sector 7-9.55. fi ese uses IrtCtua- Cvn%I$1C ft 'hiIh t"14 4PFsn
l space nature of agd ,Ltgtura i uses It �, aisc �,vene W tiat It QSQ use-S tagr rcu tu'al
arsf nU,�yrir �Itt!!SE) rnt�y ^v F+!awes as Inter r' t,rs mitt In fZ7r+ch Par, P
t r1armog Afgas designated f r future de,,fetocrrort,
i, lltgr#ctplitaraf Uses: The 'alla+wrncj extsdi1q. rafo.- teC arm hJt:+ra fdrrn:rlcJ ar c
rarlrhjr_q 6!jjS 511011 arj ai'ra'beci "ri.Ihr1 any P'annirtj Afaa. in ad'Ilt.crS 17 us+:x
ai ,.Vert by the Al 'General Ag*iculturai" C'9triyt Per Zclrir,g Cone
S4c:sc r1 7-9.55. subjec::o m,tlgat'on r-easVes Identik0 in the Ravcn Pear. Fonar
Program ER tW9, Per the promd,ires tie`cribed in St:+c€IUn IIl.H.3 I1eTot
a) G=ang {cattle, Parses, steep, gaat,, aft,).
b) Farm ng ;cilms fyrnirtg, dry fe. ming. and row cr=j)
c) CRtr(!tako, hcusirg and related fac4it es in ra'atlon to cn-:7) rg agrrcv;t+;ral anzl
ran:;,ttig IWFkTICn.';. i!'tCll.drr? the -,zar1C'1 -ious9' r'r3Wn,,isC '4P<ilted scUth rd!
PlatSitr,tg krea 10 and the 'Ftcrsa Rsnw" ,r-,,jf-n!:e at
33-01 Qrloga hftIM.,ay in Pfarnirlg Area 4
CI) Ern-toyee clrarterg relatt!d 70 agrtCr+ W-111 € ies-
e) 11vE3toeK `eer:lrlg rar1C!1pS ,r. CCrrspli�rt�p u!ti app °caale yr�ret,
re;uWat a,1a.
{, Pec lrV Piar.13 for 3gr4c:rtu:,8l pradijcts.
i 3> Per!norent fecilijes for sa!e of agrv.lt.trat o'.-Gucts 'Vit-in '14 Rand'
(;tar} �C Arua.
i�, Apiarses ; l
151 reef f *am A street cr htglr:�ray. 4J)feet from an: �±rrot rty lir_
ar.�J ww ML.- 41t7 fr: t rrz7nrarrttC."_L'7terf d°s�?.f'-tJ)" �..
Pian r'c �c:�;rn,r. iaxi s: tip�rc rtrtl �tarr.y'--? �f �r�l un.a
,
�. I:xislfr!rd Uacn. The folming ax 3109 uwa shall b�i nil- at! in varm.- rive
rOgallQnS throUgl:oc.t the 1?parr, Plan PC Afos, per Ihtt �vv.-etlt.res if Stictiu'
'1I.H1.3 heroof,
�1 Rancho Mimor Vi C -;o hpadoJaRa+s ""O(1!Ir3'} at 2TWI Crt2:1A
Include_ w net {pvl t
1.1drjr.1 co,+st:u,.l.ior, offices of 26311-A Orteg;a Hignv:aY
f;ar ra htlS,-iCn V161C Ta;nte,%unea jwl at 23672 Crteja I a:P'N y
r: Ranch4ig tacltle6 also used pw-O. alr} for re^-c:�taunc, rir-clumng
' OWN Camp' a. 314711 Ctrteg3 -,ch iay ants "Arra,i e% Camp' aro `wa to
?a-tola' withtrl P!ar,ilrig At -as 1;;).
e) Communla-ra or transmitting, rec-epllon ur rela,- IdC'Niei
A,TTcwjcn.�h'w:2-3li Vjlfefes3, Bell .zuth. Ea:sclehac,, 15�r?, - 1G3C, tr!a
SCS) and RMV Teleootn antanns .ies.
fi Putkt;'prsqate t„!lity Dultdlncs and atructuFes
Maas. pivellr�-,s a..J 'A il-es• Of panic:: ar ner-s, recansthjct,ar of ;Ftr� St3,�
Juan Creek ;:eo43ln+r; of roa(moys and wiles cotrnectir (i Plarr"rsg t�i9[Y 3 tL
- Or,,.ap t•Nghway af+all be allowed in :he event of 3tCrrm crdmoq*-
rursades hnC,udln'Free Va ,+jrgery. Color Scst-NursV-y, Ck'
Cator Expmss `iurserle3, T'%j4reor, $!Miles le Piurs3rigs aria O'C^nrel!
Ljn(s -.ning ya-j}
1) Corrmerr:iat jWoles (i,i0udir.9 Oai VEI,rn,lr-Par cr-0 P.t,e,s,en `ISL' G p,�tsii
Pirk Caks Corralll 1^:ine Smith. RJO Harsa Rana. St Auuusttne s Trair;n
Cen.eranti Stable2-
1, Re earct' ane dovoloprnort testing fwc'lities ani �:i. a".e3 r'nc' rrs,rn TRA'
. _ _ _-... - Fra>trarC� vrarrrt+ar r�carr!•�a::rint'Crat1'ariR P�e�ats.on Teatin vSr�;.
a� 4S.Es d�y4c9tal C¢3($ ri 3rd +dt9d uyr?� f�rtC,�ltlit'% 3C,4
Vo',-te inrlLs'ries end "_ j Pkitj Or�t!nwat;
{} Sloragr; of rer:r03tiura, cv);Ctes, rarf :*rs, ';a le -s a 4`r t•9
in) �i y:Iru andt']f 'lir' `Fit'^+1� rB�O'1a+y f.�GE01US p,)r Zfr' N] t.Cr.e �fLC�
7-g- 6-12 (lrcl+u'fl;' 7 - ua r•'�1re-Onir ysChnit i?ec'i�linC;
e 5
�! a .1 n" r, �r'Sr yP,�r� r v .1
n SL'Anei^.° ^`,rlrri(! i�1fi.. •v=1'.l"'S' 4f i "' �
ani SImli,3r WateriEi S [rer .'.�ni'te: Gauir Seat sr -l:�l 's t"Etidlrr# Cal frJ r ,a
i?vi--n I^',rn -C Pialuen Toot 3,1 Ki;v+jrr'*n. i 4�fi.; 01,011-11 ,-,r' ,° rim it 11 s P,14.e €it
f�
t+c"tt;rir r'tit w-,lUr:arBr,.
�I• " ryD „ a1c Jre {;rr;p8ny C:lty C:ory ate
Ir't: :rd Sie•ra 3;x=s}
lj
j; Rf�:;v'eFf ;6 writ yal, Q^ 3:t1!'�i 'f:r n*=Jrl: -ef ':'lt iill :)i �r±t.' .4'�li+'ilp Q1�rr'ti4"3
}i11L'iur nrothvlGMcglza' habrtati.:3;c-,.rv-eJ my tl'U s=7{.Y'I(]rr7i_ i'j1latQtf
�"�P�y (u g." Ar-*rl Caps off E;Vln"ers. 1.1 S. t"Iat` � +�+�Il .'!;fu 'cervi a �a11lCm
De"jarlit—ent of Pisa and Gavle ar,djor tate County).
yy 3 t'rurctil�lras:
�3 .O�t' ra!IZrI c f ExIVIN Qse i
d l%qwWturfl, ane) nxir';tir ..) ,!ties ''Stea it 6cV ur d
Itis e'.R+YE+i .tray 'L in 0 3 ( t r-ern�l'. ty %Cif:'.:'
noel (Of !KJi 9-6CJSf_-( P`0r'.,('r1G _:)' •1;)Pfr"eU1.
I
"c? r;t Cu'tdir+gs, sVi CUres ur othcr Invitk`es A1l1zf"e IFo ctlrti an
e�St3C+lksr,NC!@7ti9tifl(] L`Se Mlly i3C' —.paired. rep's""F.cI ur rr,q(itf;£G` tr ti+put
I: ;;blaming -w-wi perf}Cts c' Upprovals. pro-Aued. he ,ve'rer- :bat af'P ano all
ce. s,rsaninrr gctrvit tas Gyrfor^ned .:F %1t.1}CiCIPC i t;f tha reP" 'eC'HC3r°ati4
' ai, cf,;•f mcl;Lcaticn of4ttu^.tvf s irsi f >:ill: es s'10 cFrn�,ty
�v.ttl s�t+ofi�:abie 13oftJlt*g and safi*i :edTs.
t= '� Ir i'lstarICis `trt elle a Lii"F !I:tu'u Irl Se::iur 5 III 1•I i
u f. ( 19 9F.t;est tc a tIFt1C
K ' a W'I permit, end tii; l ar�w�atzr U5_ PC"
trn.1 + cm. We i�'5e Felnit may _e
1 A 7PF41.0mli1l Use= ^ Any K;Cr1CJVUf81 0i3te'' In �v` �Ctrtxi FII 1"i 1 may he
exuandtid without 8. ,e noed to Wain a prior pjrnttt or other app(Ovul Porn►
trF3 Co�r�rr, rtorMinstardIN,1. x)xF30rs1Cf1 of a) ig6rultwal ule may
10-41;;fn the tsst.ance cf a 0*.mi+t or other (crrmat ..stjor Imm a
IC urtirva"Ce1T e"t ar : ".+` o` 91ta nvr78f'�8[t
fac,i'r:y, Ajdl.ttvr EtVy. any :;,rVT-U.�icn dC'1',jllea p % tat re'j 'P! fLIr.1�+318hGs
n 4Yrrh r}11cave 0,��tfrjtr q W -d t-afely
(A the Q7 f. IF1'113f: (:SC Flail ;C"ID f l
C des
f}dB �� t f r in t,':tt�r ILH 2 rriz;y t,,_.
ra i I', i
U,�_
Y.'jwijut ;he lSSUd1',':'J o- new r1 Jl[lt'i 3:Jr}r•:4P]t3 �r Cypnra.tra.
orn•rd2Q that.
Ij gal Ar°y-'X!0un tall k!17 ,r`,"; ; '..it{, hli
"jAY+,t1in
7,13r"da`fis
A.OIFF IO,t} J.A2r.e4 h1 fjPi.I�PRG:U �l' ii.t ;li r=N;e e�F;
.1
1
Ul AJ f'OW ,r0nt-o Y til-- ~Kwan 00 a19
rtl'S.
?�SCt
I�
All fje,.s2 36 rV ('eimi:d ailrIA1, R'Jt'1;J'iz.-.v cnl: Ir.lrri=ir:J'IS',� h� 3 -'; ��If;�l �•'-1
r
%1,110 ilgercles .re Q"!7in,.t wicr
Rxparded facility,
I 4 l n f ySx fai ' ittfls, strJct;lres arra b'.ildir,.us shJli LCMP f
�I
!' deve:opTent and jeslci vanava,13
j G) Ail' C �53trUC:`:n'ClS�it'c-���iGf"E1'r1'G_i'nrzr!i0ii`t�itt
.f the new vie's', ytloll GOMPI, •-.1h aoc,;VAb4 h:r,t,in, and 3a sty �cQs;
31 Ail nam5sary aermits zrcw-cr 3,jllicrizat u,il "um ipt trrat:fe lodes V un.;
4 ntr, ager,�es sr ,ti ae nt tained pror to cc,`r`r-uncer^ent r11
J
a ,��^ �t`'J, 'l l`,^.q •ir �r;.'�u. ;'a `k' � r ;l l = F=:rn '��
I
t; R lm -,i it ur` it xiit; nq :JSss
IS A)-c-jlVjra: Uses - Any exisllrlg Lis* rfMIrlled it �,=i:lire"i, I' i' ' r' iy .'►!
re:acated withil of thraughu6t ova Fari:l' Plan PC I-rea A'itr oul T03 1.000:
PC' 1594ent8 G° :1 R9Yt GNr f t or Ctr'er plar upr%r'✓'ia' from Wo Ccuilt .
Nctwllnstending, rev.,afiGn of an ex'3019 41(W.�rrial ugc rrlar r�; nrr "t+4'
it*uance of a Dermit cr nther Fo mml a atart,;r zatior f•cr-t a !!W-) hr 10r}ara.
Mency prlar to to desired re=urtion
2,' cxistIng rues — Any exiting use eentilied ,-1 5e,7:Icrs 11 Z
1
r lovslen q'ilhin or Wroughct:t the Rinr.n ria., pc Area, pr^,,I'1k34 'f;at:
•'!
;a,: A Sale Da'ielopmert Permit iipao :-a rtl�e7 r:(]'
.�
arnro,a , n ac rst dance f°it^ t=,e pEa°t ,ic>�s of -t;e'.or'
r - t a" 3;d;.
ib) All ner.'-isser"r pfrrnits ar d!v a:Jln4`in- ncr^s P --m aaG t:ab"= 'c-�erul a
state agana es Shall he o:t3'ned prig- .o
z1. Now NvicAt'urn! U.uuls, {,b-5s1::tart :Vrl We n*or:stcr+� 4f �cr':n
abo,v.), nevi ,yyricLizural i.sas (31 v. -ell a3 8.1Y 13uthQf'Z':0 J:le' !wr tlt,lxc ;';t'li+rn
the A'r 'Genera' Agrcui'ur,ll' DSt'I"t) 1113;' oe clndv:.leJ Within :P -y Plarrlir'u
ATC3 wiPiCul 00 ISSUe.nr»0 Of ail, C71-W.t; P-!)-. 'drjd that:
I 4 l n f ySx fai ' ittfls, strJct;lres arra b'.ildir,.us shJli LCMP f
�I
!' deve:opTent and jeslci vanava,13
j G) Ail' C �53trUC:`:n'ClS�it'c-���iGf"E1'r1'G_i'nrzr!i0ii`t�itt
.f the new vie's', ytloll GOMPI, •-.1h aoc,;VAb4 h:r,t,in, and 3a sty �cQs;
31 Ail nam5sary aermits zrcw-cr 3,jllicrizat u,il "um ipt trrat:fe lodes V un.;
4 ntr, ager,�es sr ,ti ae nt tained pror to cc,`r`r-uncer^ent r11
J
a ,��^ �t`'J, 'l l`,^.q •ir �r;.'�u. ;'a `k' � r ;l l = F=:rn '��
I
m
]
'�1>> '3tlfa�'4:�� �:I•J YIf611t J[tS'� '��3111I]`:f3f'f •„�a_'S i"�tffTl'[��•li `�r`,:1�)tAl i]r Ih;:' i!.�IL'.Il �'l�_'�
`•l5t' .a IP W. cif ldfll..orarj USES Etta! h11 r#II_'rurd-ni1,'l!�3 ��' cl.�,l:I:ntl '.t.•.
rRStnC.f3G� t%{I{)fi° `h I' ml!'+t9..!
i 'ur�.lr�:c!u]n aeri'r;'.les Orli: u71nr: Irie ;n3ia114llan A cx:f�,h IJL!ir.n a:ff<Ce: ;,r,:,' thJ
atcragc of equlpmem, Jnr materials}
'! :•� t:ttt..; ar• offlue 'rhe tvrvurary 'Jsa of a ccn.;Iructl ;l r] ice ditung this
:t>r;�lruc'n-i of a Train nullding ar the same site s:)all 'af, f;armit'Kn t,per, th±
Iulh_rvtll�: conc�it.cns�
�. �'_,`dfy c�rst u•,t n ]'fce Sh$H :ie r:•-Szmid Cr �11t!ll hu con:'3`I_�
llcr'ri't'cd +tS? P.•'.Or 'r :%,, IySija.')Ce of a Lr`rl ti:n'a of i:se i#i-C
i^h rC:ra-t, Udl4liq or L'akllrgss If i`?ifi,,n C'i:.n is ?1--E1:j9c! s71gr a lerall of inrt_
!rfi f`t?. nl. -lay PfO', Cie fha! esr!IQ Iccs of Ilse and cc—n-jr,,rcy n'if y b4 '� It
':7r L'yrr> eluted lrtr_ldings, wictipt lits 1x51 t:..fiaal'1S to Ie ;:t]nit7iefl c, pr.or t :
rare:vim cr Conver5icp o' t.*a I,�rrpnrarf use,
J CJit;inwcv4 tso Of Aml bulldira chtriml ccrtitriicl!rro, 11 list use zf tlri 1x15t'W1,
Iaw,Ej0y e! lIat]lis^ed t]a. rjr r'Si#`r {'::n!In1jQ e;c'''1^y CtIY•$trL':`.l`.!1 _=r 1?1ei 5llitXt 01
: ;_:P 411":�,•l^ :'l ii i f Srlr�, t't;'1 1i.9 'V.,01i i1,"l!? 'rll{ic:ll,i
Ire 9iam1' rr'.1 r..� ' ;,f.. rFc:1:
r o ,%arty vdivi •teal ! uns, r-rar to of zi twildloq rlt eL4,30n
twilulir'g .vill 5e t;r;ugrt into conforn.''.' r,':!h 3r:y arhllt on -11 rer�+.>:+T r rt_ rttrcc
E!:] ;1(,3ti'i'. b}r Ifle IarE?r t'rl{ .f it`I f rlL 4,:1`.Ct rt� v-1 !h3 91[C. Crf'rlr�r:!ltt}° :•1:11 tlt
�t,cw1T+=71St ty r9'la'r3i, ri:C3f1 ate.=L`t'Clrl, IC�IU El; t', ]rIV 3fsli:�-, I:rla'lgd
Jtit7 ?r ary cofflhtndticr t^yreof
tl sf�n; of compie! r.r sh 't rngiAro Mu I::ir ,,)v. -0a•
v' -It 3r -Ne N,,rJ, tc o rns'jre full CrJiTlf�fil l,£ r't
o f]t:11 C;a�'•t►' S�:*�i1:#,7!tr�i'S '.#�?`1 :,rnl�`:`t �c' i -„° tFi3 tis;Y1 �L�lf'U 3r sU-or*�f r, it` ted
l l?"llyll of ;l -e C'"r •j !cr J I iJ'N ;:tlfleelr.l? Io wt•' Li'JIt lI J!' of ah lu"n Oet'
requiwf by !aw 3 r1C! 1irii j Jlll,j ilC,f' ptir: '!Gc'
empurary d'{Czavatcniyx:r9r-t cpof f:onstrijOcr -jr 1'• C''1
ralatflct r"furiau a tmrt3Ctiw. shahle allovle#;"3 JUrir'q arr;m-cli#)n yr-inirg rfa7;1 cr•
site d3r'l-roving attlY'Iies to xc `ote end mi;
iG"W •ra-ig€! Ifarsuo-tsLcin al COnc[ s_ a�Rrl aC!Qr �'E 5]r'ri G�nyllti3CtIC`l r€ 'tlt£ 1
'7101Hi ai 3J:])r3r` tC' a 1 of t; £'ullcw"ig
l :.7L.::t' IE1`illi4r�'j GyGi7'.7t1� '°f'1� C'i�' :F_+ .•'�4?�: t!t? _ x'?d ;fl
�rii0rrf ;:r S+13Q 'rJ its+'^t'lt I'ef.-J' t ,�?�St41CJr1` =11 P+rj3c�C ln,l
vowip&ir°t *Mi th3 Ratirl Ric PC and E'N, :!!':
L) r-.xp.:rtal1V`1 '�" &fly !31,jr :rti3 !�l,C #'lr5[L i•`r? x',r.�•€3�iii '�f`
rlstrir _Ii �n-rstat ! „atR•jdi5 '1J11 a8 Itrrll'#:r ki 1Hv3te ur p.l4lic CONS;, 111,011t
;ro;sct5'rlithirl the'.�7t;rJanps of Illi Rxif;h Fia'i PC � ea
:AR::1 a'lOr *130'; SUMitls �crstrC :i vi c,gq% 41!i Cr
5.`,'f tt tiCr f3laleft fuJ-ect -'I'i,/
I"'-3' _. 1 `� i 4'{; i -t rl..,jl•� Tq X; a7 , ,-f,:v-�r rw.,r sriy;t N, .:'Ii", Lv '-'TJ IWVC� .;4 1.4 - ; 4•i _
vi?lzaq hew'!
Coll-, ncricid w1c Shall cease eji,en it a det-'.w,".w:d 'hblt 011z;"J:AWI
Hr d %mestwicivinj tectimlles have 01.eiri i,-)d(:krwL:!Y
iuipew(fetl ar ore rl.fj �nii4ger -_.40jf,,j 6z:,-ijtely pufsrjqql lui the
I �41'
S =-.Vht!5 A ten"VOWY rT"'Y Lt F,
to p -
pp.oya, of It Site t)uvolop.rwnt Permit !n
G,vrin"Yi anE Pc-rrA.s,' rand subie-C, to :;If!! 401 Irm-i
-rnt Ormat,.1r, A Site Dev9OPIrlef : PW flit z;P;J'(:UV.01 3 ',13 r ' pry e,
1;finirr,�rciLil coech ray iie apprQvec fc' a waximuln ;f piir5 'rciry
1xiii of 3ppmvp-1.
Ca,31:i to -d A cash toyd III Me arla'Jilt t)f f.vt- r.tirdred dnka?s (�153C
t"r Flr)f�. IQ
LOM, lrf.rt:lpl CUMM Lnil Gnall be cc%4e,; the 06"2'1; r , >
CILMV'�W the lelnCVal Of each mmmeeziel "cath w1it UPP VI". ex')' :A1A7 .lI
trti Lit-! I)wwwo,,ur4tm lwr4
Irce y;ales (at-Ity A '2n!perEy ee
mfterj tre rc1t,.vW.qv r9qjjp.,r.,l its;
of w71m3t1q A Ch7 k�e :5
-istmas V:Ijeg ja.:ol ijltzi.l rit be rxpil' fc'F F4lS1-.a$3
4 U 11*11,j Oril t:;i(;!ndar year ljrii>r to the day %ftx Tnw-k6.-,-' Virij
w"I'litu
&jz!r:tjz:tlTjire '0 t:8 so c. A pirrrittxJ Ct" 15"i-ZIS t.'19 5010 'ac r
engage in lire sale of any merc-!ie-ndise W-�;t 0 '.nnlh cl!! �Ix:
,N.ei and ChrisVrazder..va,*,:rs.
'il.i c 14ctrical_getnil The app! t;a-t shall sect;, -e Zr• 'germ boar
ti e
Di re ctopD3 11 the ractjjj.? ja t-
, pe C,)Ur 1,9,.1
of laellity, Tne "*Prl:+j t;e eel.10,jej jjr�j t -tie prerviis,-.5 jrui! Le
ict pri,?r !.,) the
I uit diitwi3
Ja-/s after Ch* 3tmas.
=ai.h "'rtl5,rws tree
prevelitior sla.-da' J5- :15 aPP, Ovel arc ars"urrw.1 Oy the Cc Fil e C-"
7 wmrnwoen p-implOn -ScIes fic,,Ity A ,rz-mpc' 'Ary Sal s I "'Li
S s111 be oetmitted sube-_t to IhO fOgOv"Ong Faquirefrejits'
,I, Oatt of u@ring A Hallu--ween . purrWr saits ricilitj will rof 1, "= 'OPer 10'
)usire5n.Jui1T'.g linycater.-lar yeir pror 'a
to me sola, A retrs,eij hislmiifi-,n numpkir 591 --Ys %11-1111; :'J"'
!lcit null i1eir9 nol,
rJaccra!"its
Eluc! ' r`t& pt'"" if. T -le ciji
0ii P06 if the facility ;5
Qjw,-i i",w 7Q �r _xraln 7:ril o3 ApVMN(K1 NwOflullr -,Y O"r 110111,n r)4 P I
q
I 0,rC-.Va' of tFC11iti svuil� no rew(m.xi anit: ", e I ,i _'r,'.' -t; I rfl.- I r
all uub.,js o Ilio !on rrirr ro I -e !�A?ohI.IL-fA of (h 4 1,;j-,
,I-�3,.,tjret)9r V
k, Fire ^revanrl-)n t;m-idaf,13. Tie (;;ci' 1,v shwl ,-)r,,.j .,; a,
d_ i-:! C' Tiet
0-3 I:y tlItt C,, F1 y - u
gil!,,grings T" ttf":crvy i.sco cf p .,perly tw
eut riot w, tiige4r,ts.
,it' -I' i!PWIC tUll,-j!OLS Or a."?e.,tznmanI vir-mi Such ect'dit'el v4! DerMiUct.l.
it!pt for ether lard use iregLfanoi3 to ttj CcntFary. in, Joy oxer .PHf,,e
iij Aj � a n .,umr;llv.nC!2 w0h VIC fSk.,.;IUj wokilstas.
a Aclivi:iei on ornrery vnrt�j 0- -r lendd to the Ccvmty anj owbi .. .,jfid wnlq-
akwaj May ret;L rt ar, orc-c-avir-unt nt:rmr• issued by'. -2 DwvcM'• P03 -
u "ro.rolm o-,Adcor Cathorrgs cr.-cicted Y,,ltr,F wren Space areas firicklIng
:_ho5,t creri space amts reg0eke- :)y Sz6ctmn 011) jenjil ,C? L.� Jbjeul. t,-, tilt3
rastnckni a YJ requiromm's es.'r-o tv-2IJ in ZC�Ing C'u-Ju sez,50.^ 3';' 11,
_SQt6V CWLIIJr:- GJZWIVagS',
c ['rte ternppr..ty ;;se may be Percl.Wel fur a pe`,od rot in .,ycmd :(-Vrl
co-iseculpyn il-ays ranuirnog fmra viar, (:Air in i calt2r-rin., ,i -.-dr
•c, other
tn-., t=Y"perON, uze, clean.,,sp 3nC cr the 10o; �y :tjft 'Owhjo
,mys (ff ihl zrt,'41ty coqc!'Jslon,
Isec
for permazA.-,nii,�ves rtcut-2d 4y �wia $)vs I
Ltbavkt, snall tie, reffinred Dy Inc Dlrct::Cr, Pt)S, to othur
g Lrcies as rray be arprQ$nuiu. for re,dem andandcorn ment
Ile,, 11fritad :C (cm arc wtur
Srit;py, .II% uf tents and ca -CP es, nnimp"" tac-11 lik-3. —eVicel, jervices. roiie.
,ionzi,p, ove i-vocilci afi.,j crnVIc c-a-arct sliall te sat SfactZrIly Z'elc'essed au
CW900F. F -J.-.er , n
May b& (e(4L;f0d b, IN LUS. S�e.d�f, Fi,,ie Ct-, of. or Hderjl!h ON.
thotir WminisiraILL-ri of QZel C^Jfj'.Y Wdo.j ottlet :odea may, mikimA. IN
appe.nmrt to owsin Derorti w w tildipg. !e -t Pejt-"�,%,
Farnet s' Marlwtz; a la ::If -site sale if agrjcaJtuiqjl pma,-ir.1-s A tatmporai j sla;uJ 'c,
triF.r sale a', onisor.3' linr_r�rfi mt-iln te IRZI, m'T P -I P -
Aro-;i 0311 be cormWed sjt:ect tc t", fofi[owlog requ(NMWWI�
a Esnb'lst`mrt z' Lse-" Imm l= -n t- Rnrw ti; he -, r nr snle uf oro'Jic", W-!
a'aplic2l't utol"I obtain, a _-enificate c! Use z-mcl
r.rD-r, the Cvt;,wy T! -e Ce_,Wicate Shild be 0,:)" r r a rs"V:
J 90 -a}3 from date of Isnk--
b,3 4 I
,Ile &I?e
CO bz,- $�7,10. The
11,13ij tj�uroa a,-. it ytrical lure rt ircm 01.1
C rt.,tcr POS 11 ,5
'
of t: I, pr: n PC, Tail as A"j-,Yo,-,a.J I! hie Is 2C I%; Ire 1-1-C 1 .1 113
el. Remuva! of facility. The tacaity Yhallt bei rrgrrnvricl an:l d!e rf'Rllli9LI tlems.-rl rti
-r dab,!s are restored to the cufu:;1!on p,ku it; !Fe astshli9hmw,t Of L`it: taullty
w.th,tt fourtesii (14) clays of :hey expkaticrt of the 6, -ie
j I --re prevention Mandarf}g. The "ily S11.111, romply w'In tirE 7re�e i',nff
stanca*ria as approved and 3rrforci by trio Ccurty Firm Crier
.j I Sttn Develcprrem Permit. In addlton to the aouve feq=%remunts, a,; approver,
Situ Cteveloofrent Pemilt in aeco Banco with Seccan :I L, 'Site Deve'opment
Parrrits.' shall be regwred.
1 L'. Flrawcrks oisolays, as alter -red by the orange County Pire Author::y,
1-±. rit ect to the approval of the D�ractor, PDS, a 1-undawtier may crnduLt Such
other teMOCrary LOOS IJPW Ns prvaerty as Are consistent Ai ti Il7e pulpose End
L it :e 1t of LhiS 5acton.
J,
J,
I��Yu:f'- rl+pt IAC I�f'l f:uYl i 0;' L! A;>•7.^G+O� Nv%iw- ZW4 f:+ vrt)'7'L.If, q •4h! C1 ij? •e i�t7.1� �}:!
EXM MT D
MAXIMUM A4LDVIEO TRAFFIC
[A'TACMD)
Mex•mum Afkwed Tr9R;c
Subjeat to all appVcable "rnmeflal laws, *urea and restsimlons Satter p;aces•no restricron On
City relating to !no "wirn,,rn rumtar of trips to wv from !'* Fropety on areekends and the to Iammg
ral-deya New Ye". WemoMl Day, Gou" or JWV, Laocr Day, Tnwksgs.i^g ana Ch -mimes
Th -t max mean rwoer ol taus during the +weekday P.V. pea 'louts from Ow eq>ost,:an faciRfel,
Wr!s Oe:d cernpfares and Ory aid uses an the Paperty shut not exceed a to'al of 203 spm
izommned inaauaa ar.d cutbouna hfpaj. The Citymrr alaeate these trl.7s arrong!he al'cwed uses In its
discretion so Icng as Eho rtnxtroum rumaer of rips sWfled 9bDve Is rot exceeded
Fo, cutposes 0 caleulatmG tte rnirnm of tips fmm ewgstrr31% 3r%4 uons fte;d ,.mss 3 7.
gw,in ion (wor 3f 1,0 P r t_ Dea< ho,;r tr p fv sash wmir enf ecuestNem stall awl a !actur Cf 34 6*
P.M pack hour aims per soots fteifts cef ae+d alas W 3=11ed,
.3... . .......... _`.. ...................... ........
Based on pro"actioo3 of fufure ffaff% assoc"Ved &T.Itr Prrmr-g Aria f of '�'C Ran.) :xan, which
Invades Uv Prtperiy' Ser7sr's pr?mery ccrcem is.V,?* "N.- to be aeneraferd during 'ho Vreekasy P if
peak hour (_?L 4;45 B,'n t, 3;45;.,m ). Fw &2t reezrwv, the mexMwnit roc :w_ed cairn resrrr tin set for:+:
a$om ,s Kes40 to .'ter weeuday A M ped* rar,r- 'R fhe res7,C I• V7 f9gt,bVl the Cdy tr1 rnsn"e :fs
caeraffa,ns ard ovows to vnswe fhat rraff c gonerrtted ft.m uses on frw Prwer:y d4r.:"g !ria! "s t yr,cl
r!A 'd rrcr s■e3ed 203 tr4p'j nbCuriorv. a4fbaerl1 Inp&). As ruled at-)ve rte Cml rr.q/
ar;scufn tnes9 rriL3 ar.+Cng tho *;'biwd um In ors J- 4m"crr sc :or+g cs the rrrsx�rrurl rumter 71 YOi
specilft LY 4 rot ewCaer'ed.
M2.'11103021 ;
G -vert thtt r a:vro 4r thy uses t0 Ce ::, :x:av (j^ tt'0 s.?U, Ap."C r are eKpe~foe !c t o crmar'ty e
:Cnh+tirdt-iCn Of Uses :-rtducted on mo ?-crerty over tri y^93t s9:rrot p- qri, i s "Jt 9 ■cecro0 that rn4
t a•s n woo ld ur+:Lt{ re:y ct a r+'y''3 use of rme 'rccaK; Fcrv.fe.m:'U, -e,' o!!re'-crsv
stnxv; tyv,::wr e^:ar c.ef 2 or -CM daia and sre :'o'.► :pAefy,•:. evsnts. •=v.t'+ tra'r', !o a=.1 +-wr 'Tc.y
Oct,it Ms tong wumd acro Cr les3 e.o^ y c'.er treso pv,' ds. furtrerrr'cr9, rorte fr3'tyf9 ca rtc'
00)"rc+ro:ty wwora eurrtg ,no pews rovr3,
!i snou''d:v noted !het "v abivvslatod L' sei9r3!ior. rwe Qf xitp (+} P t'.t. Dtmq t`:'v' 91-V ;?If
t+erli slur,+: _dS nct certa:-i :O tie !emp=ry ;l&,Y9 usad in ccr ur:e's.n wd -'he fir;, so ihLw; rt.O? rJr4
C{`rljir73 CJ 069,^nRr.J I: jIOh_j C'-I(DQCl4C tC Co 93301d1 1 �v.?h ire Coto ('J O'lo%wf r cc-mr'?rC.dr S!oJ. 0+' `le
PeTAi6r!'," 'PLI3 •'.r etLifln'-40 I 't'0re ,afire Stw;I 90 79 rf f .VCa Al
to aeroC:eu :O gCroroto 4.0 N,Cz dur, 7 M-0 P ,N .0,20 h;ur
iVtth M-prd tc s,carts usos ar the r mverr/ a raC:t r Qf 29.d7 F At, pox hour
;&Oatd ors aprave ea 9rst'ge Thl,.s; f ,r e,,t;rrpr .f trern ,vera a sr�..rfs PeVSrz3ccer AV�'d..fn
c e•`urterf dwL ,-j -.v"- day att-eM. orbe'ot+r',rr? tC+'t5. ,i t.^itlt Cf a? P At ggg,k flt=i."'i5 w" 'I Co ,v vcrUo
i^ 94"�r�tlrY, ft -e Ct alu' n,% I p eS :.+2!Ud A:ttt the n:ro ^Mwy. ".c pe rrararl.?_r.'i 1xiii
iso vow J'`'.iY+rte : SOT 5+1:,1 s3 Fc} e? GE41 uses jS24 QB:1a'r,�, wcuto:Li ;vns lenj :n .:oWir.Riri
WVVM:j' M4. ,'�9a�."'.[r^ 1!*iuLYo'� tr*lf: -An;:i,rg ,r,,rrvvd with atir�-tr e!'Jrri�w1. '%�•`-'h
,50 Ce.•rlrClr± ! tx ;,► :tt ,;5 Bre 4 34^rz e, 5, dJ! :? Q3 G M, peg` 7S Nott Jd g?PI`ArYi.
A24.(,'N) iV P If pook ?wur trays eikfi.=?4!9 kr Soy i'V.':d st*kYS N 1tlt^f eL•Qn'i 1911'r +r Rre At Me S0I111i
"0
sMcoj c4 ,tmj;tl#Vzvd that :-•ps 110 arr: um Mg ;rrr?Lqrtf an *000'"od days (t ® a'^!strRoy arc
Sur day" uni trio r ale'ay1 yeacrlt,9C @t 4`? dre not rp,",:1'rvr'5:.. Pws. 4 Aau;i to expycttd th'if Tod'Y
evvr.:s fir' tt it ?rCpirfr wcutd be t:eh3 ;%n t%zv day -3 tr' !T:t gt.nr, the ,T5Rtr."LI OKI -t vl
on;'6;3^t !het ir) (rcee tart 2:3 P M 9tw lei tY ,-Ica 4vttyn tttt -*FVP— Ifern Il'or T"eqr s
se==ed to rraf,'''c ',err .hdr,0VAed use: on tt;p.. PrCcgrty ',►Cutd be rB".:9�dl: to t.+o P;u!j Ch thra'veak!9nd
fr any 4�.5rtt, Ow Cert 4 re�-. VrQd to re,:i ifv ary prgp** e ` .-"O Cr o"Oe n:' bCrr:-tv 94,-h t!::rt =t
.Y-,U,d f7e3f :rerr:': 41,7i';s{Sr;t 0dvgrst em;ku!:.r, .t:0 C'^.ti;ryi,`t:rt S 51'wr A="d rot J^.v9,'::'jr j]O':: VA,;tirg
Q52 c 1 ! I !42 i
WW f4'fUM resddonfs #1 ft. Me dulP to parkiM dust, no$*, rghf #nd VUM or other ;rrpaMs. To "0
raduce th9 PMrI al for.nght VVj*ere ,-Mn fS, R has Cf060i'Od ft use of parms"nt l7hUng on rrla
Sia
The mr-tatk o of mmw#y ro L#vd coWiftrW aee or "r P"M requfanl" sf the County
(or the City, oftr snoox&*ft of ft ftpsrW. and CEQA rovtew essoaWed WM such pwn rifttna, aauM
to viWeVed ro edequiWtyfros p sun ererits and to wmwe epprMHore n^f'+patbn anowea are
awU*: wllerw Jf kaftrd.
DOV21143MI i
EXHIBIT C
[SEE FOLLOWING PAGES]
394/028428-0019
6143924.4 a10/30/13 EXIHBIT C
Fx141RTT C
REATA PARK PARCEL CITRUS MAINTENANCE
(From Commencement of Management Term to Date of Opening of Reata Park, unless earlier
terminated pursuant to terms of the Agreement)
Company shall perform the following maintenance services:
Parcel (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.
• 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 pests. (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 the
Citrus Trees.
Adjust Deer Netting as required.
Maintain tree wells as required.
Trim as required all sucker growth and free of all dead wood.
394/028428-0019
6143924.9 a11/22/13 EXHIBIT C
EXHIBIT D
SEE FOLLOWING PAGES
394/028428-0019
6143924.4 a10/30/13 EXHIBIT D
EXHIBIT D
RULES AND REGULATIONS
1. No keys to locks, gates, fences and/or other structures shall be made or otherwise
installed without the consent of the City of San Juan Capistrano ("City:) and a copy of each key to any
such lock, gate, fence, or structure which is not installed by the City shall be delivered to the City
prior to its utilization thereof.
2. All gates, doors, and similar access and control points shall be closed immediately
upon passage through the same
3. All trash and debris shall be removed from the Property.
4. Vehicle speed shall not exceed 15 miles per hour.
5. None of the following shall be permitted on the property: drugs or narcotics (except
subject to a written medical prescription therefor and which is evidenced thereon); hunting; fishing;
and firearms.
6. Transit to and from the Riding Park Parcel or use shall be limited to City delineated
roads; and no off-road travel and/or use is permitted except in accordance with the written consent or
written use agreement issued by the City.
7. No removal off anything (e.g., plants, artifacts, etc.) found or located on the Property
except in accordance with the written consent or written agreement executed by the City.
8. No storage or dumping of anything upon the Property except in accordance with the
written consent or written agreement executed by the City.
9. Any and all use is limited to "official" (and not "personal") purposes.
394/028428-0019
6143924.9 al 1/22/13 EXHIBIT D