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HomeMy WebLinkAbout02/27/07 RA Reports CITY OF LAKE ELSINORE RECREATION AUTHORITY AGENDA ROBERT BOB MAGEE CHAIRMAN DARYL HICKMAN VICE CHAIRMAN THOMAS BUCKLEY BOARD MEMBER GENIE KELLEY BOARDMEMBER ROBERT SCHIFFNER, BOARDMEMBER ROBERT BRADY EXECUTIVE DIRECTOR WWW LAKE ELSINORE ORG (951) 674 3124 PHONE (951) 6742392 FAX LAKE ELSINORE CULTURAL CENTER 183 NORTH MAIN STREET LAKE ELSINORE CA 92530 ****************************************************************** TUESDAY, FEBRUARY 27, 2007 - PUBLIC SESSION AT 700 PM CALL TO ORDER ROLL CALL PUBLIC COMMENTS - NON-AGENDIZED ITEMS - 1 MINUTE (Please read & complete a Speaker's Form at the PodIUm, pnor to the Start of the CIty CounCil Meetmg) PUBLIC COMMENTS - AGENDIZED ITEMS - 3 MINUTES (Please read & complete a Speaker's Form at the PodIUm, pnor to the Start of the City CounCil Meetmg The Chairman Will call on you to speak, when your Item IS called ) CONSENT CALENDAR (All matters on the Consent Calendar are approved on one motIon unless a Authonty Member or any member of the publIc requests separate actIOn on a speCific Item) None BUSINESS ITEMS I AddItIonal ImplementatIon documents to ConcessIOn Agreement With DestmatIon R V Resorts Page 2- Recreation Authority Agenda - February 27, 2007 RECOMMENDATION Approve the Non-disturbance Agreement and authonze the Chairperson to execute the agreement, subject to BCP entermg mto a Management Agreement With DestmatlOn R V and any mmor modificatIOns as may be approved by the City Attorney PUBLIC COMMENTS - NON-AGENDIZED ITEMS - 3 MINUTES EXECUTIVE DIRECTOR COMMENTS LEGAL COUNSEL COMMENTS AUTHORITY MEMBER COMMENTS ADJOURNMENT CITY OF LAKE ELSINORE JOINT REPORT TO CITY COUNCIL, REDEVELOPMENT AGENCY AND RECREATION AUTHORITY TO MAYOR AND CITY COUNCIL FROM ROBERT A BRADY, CITY MANAGER DATE FEBRUARY 27, 2007 SUBJECT ADDITIONAL IMPLEMENTATION DOCUMENTS TO CONCESSION AGREEMENT WITH DESTINATION R V RESORTS BACKGROUND I In January 2005, the City Council approved a long-term concessIOns agreement with DestmatlOn RV Resorts for development and operatIOn of the Lake Elsmore Campground Smce then, the prmclpals of the company, Fred Rice and ChetRoberts have worked to secure the financmg In Apn12006, the Council considered and approvedcertam Implementmgdocuments submitted by Los Padres Bank that were necessary for a constructIOn loan for the proposed $17 million m Improvements However, due to certam title concerns raised by the bank's title company, these Issues were only resolved late last year In the mtenm, DestmatlOnRV has been seekmg additional mvestors to provide long- term permanent financmg Recently DestmatlOn RV Resorts has received a commitment from Brentwood Capital Partners located m Los Angeles, California and those parties are m the process of finahzmg a Management Agreement DISCUSSION Brentwood Capital Partners ("BCP") manages two large real estate mvestmentfunds Background mformatlOn on BCP IS attached to thiS report ACENOA ITEM No 1 PAGE-L-OF --.lL JOINT REPORT TO CITY COUNCIL, REDEVELOPMENT AGENCY AND RECREATION AUTHORITY FEBRUARY 27, 2007 PAGE 2 In connectIOn with providing the permanent financing, BCP has requested approval of four documents which are attached to this report I An amendment to the Concession Agreement that would provide (I) notice of default to BCP and (11) prOVide that IfDestmatlOnR V Resorts Invest In additIOnal new capital Improvements In excess of $17 million, that such Improvements would be counted towards the City'S buy-out optIOn This proVISIOn will serve to encourage additIOnal Investment 2 In the event of a default on the loan, BCP requested the City consent to assign the ConcessIOns Agreement to the BCP The attached" ASSignment and AssumptIOn Agreement" satisfies thiS reqUirement and IS substantially Similar to the ASSignment Agreement proVided to the constructIOn lender, Los Padres Bank 3 An "Estoppel Certificate" confirming that DestinatIOn RV Resorts IS not In default of the Concession Agreement 4 A "Non-disturbance Agreement' that would have the City, the Redevelopment Agency, Lake ElSinore RecreatIOn AuthOrIty confirm that the ConcessIOn Agreement will not be affected by the currently outstanding bond and finanCing lease utilized by the City and the Lake ElSinore RecreatIOn AuthOrIty for the Lake ElSinore RecreatIOn AuthOrIty 2000 SerIes A Bonds FISCAL IMPACT There IS no cost to the City for approving the attached ImplementatIOn documents RECOMMENDATION For City CounCil I That the City Council approve the First Amendment to the ConcessIOn Agreement and authOrIze the Mayor to execute such amendment, subject to (I) BCP AGENDA ITEM NO PAGE ~ OF_\\ JOINT REPORT TO CITY COUNCIL, REDEVELOPMENT AGENCY AND RECREATION AUTHORITY FEBRUARY 27, 2007 PAGE 3 entenng mto a Management Agreement wIth DestmatIOn RV Resorts and (11) any mmor modIficatIOns as may be approved by the CIty Attorney 2 That the CIty CounCIl approve the AssIgnmentand AssumptronAgreement and authonze the Mayor to execute such agreement, subject to (1) BCP entenng mto a Management Agreement WIth Destmatlon R V Resorts and (11) any mmor modIficatIOns as may be approved by the CIty Attorney 3 That the CIty CouncIl approve the Estoppel CertIficate and authonze the Mayor to execute such certIficate, subJ ect to (1) BCP entenng mto a ManagementAgreement WIth Destmatron R V Resorts and (11) any mmor modrficatIOns as may be approved by the CIty Attorney 4 That the CIty CounCIl approve the Non-drsturbance Agreement and authonze the Mayor to execute such agreement, subject to (1) BCP entermg mto a Management Agreement WIth DestmatIOn R V Resorts and VI) any mmor modIficatIOns as may be approved by the CIty Attorney For the Redevelopment Agency I That the RedevelopmentAgency approve the Non-dIsturbance Agreement and authonze the ChaIrperson to execute such agreement, subject to (1) BCP entermg mto a Management Agreement WIth DestmatIOn RV Resorts and (11) any mmor modIficatIons as may be approved by the CIty Attorney For the Recreation Authonty I That the RecreatIOn Authonty approve the Non-dIsturbance Agreement and authonzethe Chairperson to execute such agreement, subject to (1) BCP entenng mto a Management Agreement WIth Destmatlon R V Resorts and (11) any mmor modIficatIons as may be approved by the CIty Attorney ACENDA ITEM NO PACE 'b r OF-1 \ JOINT REPORT TO CITY COUNCIL, REDEVELOPMENT AGENCY AND RECREATION AUTHORITY FEBRUARY 27, 2007 PAGE 4 PREPARED BY DavId H Mann, ASSIStant CIty Attorney APPROVED FOR AGENDA BY AGENDA ITEM NO I. PAGE~OF_IL RECORDING REQUESTED BY WHEN RECORDED MAIL TO Jeffer Mangels, Butler & Marmaro LLP 1900 Avenue of the Stars Los Angeles California 90067 Attn Scott M Kalt, Esq NON-DISTURBANCE AGREEMENT (Lake Elsinore Campground and Day Use FaCility) THIS NON DISTURBANCE AGREEMENT (tins "Aszreement") IS made as of the _ day of 2007 by and among the CITY OF LAKE ELSINORE, a muniCipal corporatlon (the ~) THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE a (the "A2encv') the LAKE ELSINORE RECREATION AUTHORITY a Jomt powers authonty (the LERA) and BCP DESTINATION RV LLC a Delaware limlled liability company ("ConcessIOnaire") RECITALS I A The City and the Agency are the fee Owners of that certam real property located m the City of Lake Elsmore County of Rlverslde State of CalifOrnia, descnbed m Exlnblt "A attached hereto (the Premses') B The City and the Agency leased the Premises to the LERA pursuant to that certam Site and FaCility Lease dated (the Master Lease ) a memorandum of winch was recorded on . as Instrument No . In the OffiCial Records of Rlverslde County CalifOrnia (the omclal Records ) C The LERA thereafter subleased the Premises to the City pursuant to that certain . dated (the Master Sublease ) a memorandum of which was recorded on . as histrnment No . In the OffiCial Records D The City and ConcesslOnaJre S predecessor In mterest, Destlnahon RV Resorts LLC ( DestinatIOn'') thereafter entered Into that certain Lake ElSinore Campground and Day Use FaCility ConcessIOn Agreement dated for reference purposes as of January 25 2005 (the ConcessIOn Al!reement ) With respect to the development and operatlon of the Premises E Concurrently With the parties execution of tins Agreement, Destination and ConcesslOnmre have entered mto that certam ASSignment of ConcessIOn Agreement, a copy of winch IS attached hereto as Exlnblt B (the Assl_ent of Concession Al!reemenf') Pursuant to the ASSignment of Concession Agreement, Destmatlon asSigns to ConcesslOnaue all of the PrClI11scs and the nghts and obhgahons related thereto as set forth m the ConcessIOn Agreement The ASSignment of ConcessIOn Agreement IS bemg recorded concurrently hereWith m the OffiCial Records 4412462 1 ACENDA ITEM NO PAGE 0- , Of~\ F The parties hereto now deslfe to enter mto tins Agreement so as to clanfy certam matters pertalmng to ConcesslOll81re s nghts under the ConcessIOn Agreement. NOW THEREFORE m consideratIOn of the foregomg and of the mutual agreement of the parties hereto to the terms and condttlons heremafter contained, the parties hereto agree as follows I In the event the LERA shall default m the payment of any sum or performance of any covenant or condition of the Master Lease beyond any apphcable cure penod all as proVlded therem. or In the event of any termination or expiration of the Master Lease for any reason whatsoever pnor to the expIration of the term of the Concession Agreement as proVlded In the Concession Agreement, then the City and the Agency acknowledge and agree that the Concession Agreement, and all terms, proVISIOns covenants and agreements thereof shall surVIve any such default or defaults In, or termmatlon or expiration of the Master Lease whether such termination occurs as a result of or ansmg out of, any such default or defaults or othet'Wlse and the ConcessIOn Agreement shall continue In force and effect In accordance WIth and subject to all of ItS terms proVlSIOns agreements and covenants 2 In the event the City shall default In the payment of any sum or performance of any covenant or condttlon of the Master Sublease beyond any apphcable cure penod all as proVIded thereIn, or In the event of any termination or exp1f8t1on of the Master Sublease for any reason whatsoever pnor to the expIration of the term of the ConcessIOn Agreement as proVlded m the Concession Agreement, then the LERA acknowledges and agrees that the Concession Agreement, and all terms proVISIOns covenants and agreements thereof, shall surVIve any such default or defaults m or termtnatlon or expiratIon of the Master Sublease whether such termmatlon occurs as a result of, or anslng out of any such default or defaults or otherwise and the Concession Agreement shall continue m force and effect In accordance WIth and subject to all of Its terms proVlSIOns agreements and covenants as a dtrect agreement WIth the LERA COnCCSSIOll81re agrees In such event, to attorn to the LERA and to recogmze the LERA m place and stead of the Clty under the ConcesSIOn Agreement The LERA shall, In such event, exercise and undertake all of the nghts obhgatlons and dutIes of the City In and under said Concession Agreement and thereafter shall be entitled to collect all fees and payments due and payable under sald Concession Agreement 3 The LERA agrees that, pnor to tenmnatmg the Master Sublease or taktng any proceedings to enforce any such termmatlon thereof for any reason other than the exp1f8tIon of the term of the Master Sublease as proVIded theretn, the LERA shall give ConcesSIOnaire tlnrty (30) days notice In wntmg pnor to the effective date of such termmatlon, spectfymg the reason for such tenmnal10n 4 The LERA hereby aPProves the ConcesslOn Agreement and of the nghts and pnVlleges granted to tlte ConcesSloll81re theretmder and agrees that for and dunng the term of the ConcessIOn Agreement and any extenslOns thereof the LERA shall not take any actIon dtreetly or mdtrectly to disturb or otherWIse affect ConcessionaIre S nghts and pnVlleges WIth respect to the Premises so long as ConcesslOn8tre IS not m default under the Concession Agreement, nor shall ConcesslOll81re S exercise of any such nghts or pr1V1leges constitute a default under the Master Sublease or the Concession Agreement 2 ....12462vl AvE:l'.DA ITEM NO I PAGE Jp (11"-" \ \~__ -- 5 No proVisIon contamed herem shall be deemed an amendment or moddicatlon of any proViSIons contamed m the ConcessIon Agreement, mcludmg, Wlthout hmltmg the generahty of the foregOing any nghts given thereunder to ConcesslOn81re to ternunate the ConcessIOn Agreement 6 TIus Agreement shall be binding upon and sballmure to the benefit of the parltes hereto and theIr successors, transferees and asSigns 7 TIus Agreement may be Signed In mulnple counterparts which shall when Signed by all parltes conslttute a binding Agreement 3 4412462 I ACENDA ITEM NO PACE 7. \ OF -1L- IN WITNESS WHEREOF, the parties hereto have executed thIS Agreement as of the day and year first heremabove set forth "Cltv" Al!enev CITY OF LAKE ELSINORE a munIcIpal corporatIon REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE a By TItle By TItle LERA LAKE ELSINORE RECREATION AUTHORITY a Jomt powers authonty By TItle 'ConeeSSlOn81re BCP DESTINATION RV, LLC a Delaware lImIted lIabIlIty company By BCP Lake Elsmore RV, LLC a Delaware lImIted lIabIlIty company Its ManagIng Member By Brentwood CapItal Partners I L P , a Delaware !muted partnerslup, Its Sole Member By Brentwood CapItal Partners LLC a Callfonua lImIted lIabIlIty company ItS General Partner By Paul Slye Co ManagIng Member By Andrew Sobel Co ManagIng Member 4 4412462 1 I AGEn~~~:EM ~ _Of _ \ \ 4412462 1 Approved as to form tlus _ day of ,200_ By DAVID H MANN, Deputy City Attorney AGENDA ITEM NO \ PACE_~Of -\\~ EXHIBIT "A" LEGAL DESCRIPTION .wl:z.t62 I \ AGENDA ITEM NO PAOE IG OF-LL- EXHIBIT B ASSIGNMENT OF CONCESSION AGREEMENT 12 441'14(i'21 AGENDA ITEM 1'10 PAGE-'J_':iFj\ '