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HomeMy WebLinkAboutOB Item No 4 Second Amendment 2015 to Stadium Interim Management Agreement 09-23-2014REPORT TO OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE TO: CHAIRMAN OSTER AND MEMBERS OF THE OVERSIGHT BOARD FROM: BARBARA LEIBOLD, SUCCESSOR AGENCY COUNSEL DATE: SEPTEMBER 23, 2014 SUBJECT: SECOND AMENDMENT (2015) TO STADIUM INTERIM MANAGEMENT AGREEMENT Recommendation It is recommended that the Oversight Board approve and adopt: Resolution No. OB- 2014 -005 A RESOLUTION OF THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE APPROVING THE SECOND AMENDMENT (2015) TO THE STADIUM INTERIM MANAGEMENT AGREEMENT BETWEEN THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE AND THE LAKE ELSINORE STORM Background In 2001 and 2002, the Redevelopment Agency entered into certain agreements involving the operation and maintenance of the Lake Elsinore Diamond Stadium, including a License Agreement, a Stadium Field And Maintenance Agreement, and a Concession License Agreement (collectively, the "Stadium Operations Contracts "). Pursuant to the Stadium Operations Contracts, the Storm licensed and maintained the Stadium for baseball games and other Storm events. An affiliate of the Storm, Golden State Concessions and Catering, Inc. ( "Golden State "), operated the concessions at the Stadium. Under the Stadium Operations Contracts, the Agency's management, operation and maintenance costs were significant and the Stadium operated at a loss. In 2005, the Agency commenced negotiations with Diamond Stadium Group (DSG) to undertake all of the Stadium operations, maintenance and management responsibilities. Storm LP, Golden State and DSG share common controlling ownership. Negotiations between the Agency and DSG resulted in June 2007 amendments to the Stadium Operations Contracts and a new Stadium License, Lease and Management Agreement (the "2007 Management Agreement "). DSG fulfilled all aspects of the 2007 Management Agreement which reduced the Agency's Stadium - related costs. However, DSG reported annual losses under the 2007 Page 1 Second Amendment (2015) to Interim Stadium Management Agreement September 23, 2014 Page 2 Management Agreement and in June 2011 chose to exercise its right to terminate the 2007 Management Agreement effective December 31, 2012. Upon termination of the 2007 Management Agreement, the rights and responsibilities for Stadium management, operations and maintenance were again divided in accordance with the Stadium Operations Contracts; however, at that time, the Successor Agency did not have the resources to satisfactorily perform its obligations. On December 11, 2012, the Successor Agency approved the Stadium Interim Management Agreement ( "Interim Agreement ") to provide for the efficient and cost effective management, maintenance and operation of the Stadium by the Storm through 2013. A First Amendment to the Interim Agreement was approved in September 2013. The First Amendment to Interim Agreement is set to expire on December 31, 2014 at which time the burden of maintaining, managing and operating Diamond Stadium under the Stadium Operations Contracts would fall onto the Successor Agency. Discussion Pursuant to the Dissolution Act and provisions of AB 1484, the Successor Agency has prepared a Recognized Obligation Payment Schedule for the period from January 1, 2015 through June 30, 2015 (the "ROPS 14 -1513") which lists, among other things, as enforceable obligations of the Successor Agency, the obligations related to the (i) Concession Agreement; (ii) License Agreement; (iii) Maintenance Agreement; (iv) Stadium operations and maintenance obligations, and (v) the Interim Agreement. Consistent with the legislative authorization contained in AB 1484 allowing successor agencies to enter into enforceable obligations for the purpose of maintaining the assets of the former Redevelopment Agency, a Second Amendment to the Interim Agreement has been prepared to provide for the continued, efficient and cost effective management, maintenance and operation of the Stadium through 2015. Successor Agency staff believes that approval of the attached Second Amendment (2015) to the Stadium Interim Management Agreement will ensure that the "Lake Elsinore Storm" can continue to play its home baseball games at the Stadium consistent with the Stadium Operations Contracts and that the Stadium will be maintained and managed in a first class condition on a continual basis throughout the 2015 calendar year. The Storm continues to possess the experience, capabilities and qualifications to best carry out these obligations. Interim Management Agreement - The Interim Stadium Management Agreement as amended by the proposed Second Amendment incorporates the obligations under the Stadium Operations Contracts and provides for a Capital Improvement Schedule. During the 2015 term of the Second Amendment, compensation to the Storm for the performance of the maintenance, management and operations services shall be as follows: Page 2 Second Amendment (2015) to Interim Stadium Management Agreement September 23, 2014 Page 3 (a) Assignment of GRCS Concession Fee. Successor Agency assigns Successor Agency's right to payment of the GRCS Concession Fee under the Concession Agreement to the Storm during the 2015 term, estimated at $34,000 annually; and (b) Waiver of License Fee. Successor Agency waives Successor Agency's right to payment of the License Fee in the amount of $489,494 under the License Agreement during 2015 as an offset against the payments due by the Successor Agency to the Storm; and (c) Payment of Maintenance Fee. Successor Agency shall pay the Annual Maintenance Fee in the amount of $228,515 under the Stadium Field And Maintenance Agreement during 2015; and. (d) Payment of Additional Interim Management Fee. Successor Agency shall pay to Storm $391,822, payable in equal monthly installments ( "Additional Interim Management Fee "). The Maintenance Fee along with the Additional Interim Management Fee will result total cash payment from the Successor Agency to the Storm of $620,337 as consideration for services provided under the Stadium Operations Contracts and the Interim Stadium Management Agreement as amended by the Second Amendment, which aggregate amount shall be payable in equal monthly installments of $51,695. The Successor Agency continues to be responsible for all Capital Repairs and alterations consistent with the Stadium Operations Contracts. Given that the Stadium is 20 years old, it is expected that Capital Repairs will be significant over the next few years. In connection with the preparation and negotiation of the Second Amendment, the City's Building Official and Finance Manager surveyed the Stadium with representatives of The Storm and agreed upon necessary Capital Repairs. Quotes or estimates for the costs of such Capital Repairs were also obtained. The Second Amendment provides for proposed 2015 Capital Repairs of $1,912,200. The Second Amendment includes a 2 year Capital Repair schedule, which will be updated annually or, if necessary, semi - annually in accord with future ROPS. Capital Repairs for the ROPS 14 -15B period (January 1, 2015 through June 30, 2015) are estimated to be $794,700, which includes (but is not limited to service road repairs, fire and surveillance equipment, retrofitting of the sprinkler system, a new fairway mower, and a lighting retrofit for the front office /concourse /concessions area. The Second Amendment is subject to the approval of DOF. Following approval by the Successor Agency and the Oversight Board, the Second Amendment and the ROPS 14 -15B will be submitted to the Department of Finance (DOF). Page 3 Second Amendment (2015) to Interim Stadium Management Agreement September 23, 2014 Page 4 Fiscal Impact The ROPS 14 -15B to be considered by Oversight Board and the DOF provides for an allocation of Real Property Tax Trust Funds to cover the Successor Agency obligations for the period of January 1, 2015 through June 30, 2015. The ROPS 15 -16A (for the second half of calendar year 2015) will be prepared to similarly reflect these obligations which will be presented to the Oversight Board and DOF and upon approval will provide funds for the second six months of the term of the Second Amendment. Prepared by: Barbara Leibold, Successor Agency Counsel Attachments: Second Amendment (2015) to Stadium Interim Management Agreement Page 4 RESOLUTION NO. OB- 2014 -005 A RESOLUTION OF THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE APPROVING THE SECOND AMENDMENT (2015) TO THE STADIUM INTERIM MANAGEMENT AGREEMENT BETWEEN THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE AND THE LAKE ELSINORE STORM LP WHEREAS, the Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore ( "Oversight Board ") has been established to direct the Successor Agency to take certain actions to wind down the affairs of the former Redevelopment Agency of the City of Lake Elsinore in accordance with the California Health and Safety Code; and WHEREAS, by adoption of its Resolution No. OB 2012 -013 on December 11, 2012, the Oversight Board approved the Stadium Interim Management Agreement dated January 1, 2013 by and between the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore and the Lake Elsinore Storm LP (the "Interim Agreement ") and following such approval by the Oversight Board and the Successor Agency, the Interim Agreement was submitted to and reviewed by the State Department of Finance; and WHEREAS, by adoption of its Resolution No. OB 2013 -007 on September 24, 2013, the Oversight Board approved the First Amendment to Stadium Interim Management Agreement dated January 1, 2014 by and between the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore and the Lake Elsinore Storm LP (the "First Amendment ") and following such approval by the Oversight Board and the Successor Agency, the First Amendment was submitted to and reviewed by the State Department of Finance; and WHEREAS, pursuant to Health and Safety Code Section 34169 the Successor Agency prepared and adopted a "Recognized Obligation Payment Schedule" that lists all obligations of the former redevelopment agency that are enforceable within the meaning of subdivision (d) of Section 34167 for six month periods including July 1, 2014 through December 31, 2014 (the "ROPS 14 -15A ") which listed, among other things, as enforceable obligations of the Successor Agency, the following obligations related to the Lake Elsinore Diamond Stadium (the "Stadium "): (i) Concession Agreement; (ii) License Agreement; (iii) Maintenance Agreement; (iv) Stadium operations and maintenance obligations, and (v) the Interim Agreement; and WHEREAS, by adoption of its Resolution No. OB 2014 -002 on February 25, 2014, the Oversight Board approved the ROPS 14 -15A and following such approval by the Oversight Board and the Successor Agency the ROPS 14 -15A was approved by the State Department of Finance; and OVERSIGHT BOARD RESOLUTION NO. OB 2014 -005 Page 2 WHEREAS, the First Amendment has been successfully implemented during calendar year 2014 to provide for efficient and cost effective management, maintenance and operation of the Diamond Stadium but, absent an Amendment, the First Amendment will expire on December 31, 2013; and WHEREAS, consistent with the legislative authorization contained in AB 1484 allowing successor agencies to enter into enforceable obligations for the purpose of maintaining the assets of the former redevelopment agency, the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore seeks to provide for the continued, efficient and cost effective management, maintenance and operation of the Stadium and to retain the Storm to carry out such continuing obligations on an interim basis for calendar year 2015 in accordance with the proposed Second Amendment (2015) to the Interim Agreement; and WHEREAS, pursuant to Health and Safety Code Section 34169 a "Recognized Obligation Payment Schedule" that lists all obligations of the former redevelopment agency that are enforceable within the meaning of subdivision (d) of Section 34167 for the six month period January 2015 — June 2015 (the "ROPS 14 -1513") which lists, among other things, as enforceable obligations of the Successor Agency, the following obligations related to the Lake Elsinore Diamond Stadium (the "Stadium "): (i) Concession Agreement; (ii) License Agreement; (iii) Maintenance Agreement, (iv) Stadium operations and maintenance obligations, and (v) the Interim Agreement (as amended by the proposed Second Amendment (2015)) has been prepared for approval by the Successor Agency and the Oversight Board on September 23, 2014. NOW, THEREFORE, THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: SECTION 1. The Recitals set forth above are true and correct and incorporated herein by reference. SECTION 2. Based on the information presented in the staff report and testimony received, the Oversight Board finds (i) that the proposed Second Amendment (2015) to the Interim Agreement is reasonable and necessary to satisfy the Successor Agency's enforceable obligations and to protect and maintain the assets of the former Redevelopment Agency, (ii) that Real Property Tax Trust Fund (RPTTF) revenues set forth in the ROPS 14 -15B include funds necessary to meet the Successor Agency's enforceable obligations with respect to the Stadium, including the proposed Second Amendment (2015) to the Interim Agreement, and (iii) that the Second Amendment (2015) to the Interim Agreement is in the best interests of the taxing entities. Based on the above findings, the Oversight Board approves the Second Amendment (2015) to the Stadium Interim Management Agreement by and between the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore and the Lake Elsinore Storm LP in substantially the form attached and in such final form as approved by the Successor Agency. OVERSIGHT BOARD RESOLUTION NO. OB 2014 -005 Page 3 SECTION 3. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution which can be given effect without the invalid provision or application, and to this end the provisions of this resolution are severable. The Oversight Board hereby declares that it would have adopted this Resolution irrespective of the invalidity of any particular portion thereof. SECTION 4. This Resolution shall take effect from and after the date of its passage and adoption in accordance with applicable law. PASSED, APPROVED AND ADOPTED at a regular meeting of the Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore, held this 23rd day of September, 2014 by the following vote: AYES: NOES: ABSENT: ABSTAIN: Genie Kelley, Vice Chairperson Oversight Board to the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore APPROVED AS TO FORM: Phillip Greer, Oversight Board Counsel ATTEST: Virginia J. Bloom, Oversight Board Secretary SECOND AMENDMENT (2015) K, STADIUM INTERIM MANAGEMENT AGREEMENT THIS SECOND AMENDMENT (2015) TO STADIUM INTERIM MANAGEMENT AGREEMENT (this "Amendment "), dated for identification as of September 23, 2014, is made by and between the SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE ( "Successor Agency "), and the LAKE ELSINORE STORM LP, a California limited partnership ( "Storm "). RF.f 1TAT ,C The following recitals are a substantive part of this Amendment: A. The Successor Agency and the Storm entered into that certain Stadium Interim Management Agreement dated January 1, 2013 (the "Interim Agreement ") to provide for the performance by the Storm of certain maintenance, upkeep, and operations of the Premises (as defined in the Interim Agreement). Capitalized terms used herein which are not otherwise defined herein shall have the meaning ascribed to them in the Interim Agreement. B. The Interim Agreement was successfully implemented during calendar year 2013 to provide for efficient and cost effective management, maintenance and operation of the Premises. C. In order to provide for the efficient and cost effective management, maintenance and operation of the Premises for calendar 2014, the Successor Agency and the Storm entered into that certain First Amendment (2014) to Stadium Interim Management Agreement dated September 24, 2013 (the "First Amendment "). D. The obligations set forth in the Interim Agreement and the First Amendment have been included in prior Recognized Obligation Payment Schedules approved by the Successor Agency, the Oversight Board of the Successor Agency ( "Oversight Board ") and the Department of Finance ( "DOF "). E. The First Amendment will expire on December 31, 2014 and the parties desire to enter into this Second Amendment to provide for the efficient and cost effective management, maintenance and operation of the Premises for calendar 2015. F. In accordance with AB 1484, a Recognized Obligation Payment Schedule will be adopted for the period from January 1, 2015 through June 30, 2015 (herein referred to as the "ROPS 14 -1513") and for all subsequent Recognized Obligation Payment Schedule periods. AB 1484 sets forth the review period and authority of DOF to review and approve Recognized Obligation Payment Schedules. G. On September 23, 2014, the Oversight Board and the Successor Agency will consider approval and adoption of the ROPS 14 -15B which includes the obligations set forth in this Amendment and lists, among other things, as enforceable obligation of the Successor Second Amendment to Stadium Interim Management Agt 091814 - I - Agency, the following obligations related to the Premises as more fully described and referenced therein: (i) Concession License Agreement, as amended ( "Concession Agreement "); (ii) License Agreement, as amended ( "License Agreement "); (iii) Stadium Field and Maintenance Agreement, as amended ( "Maintenance Agreement "); (iv) Stadium operations and maintenance obligations; and (v) The Stadium Interim Management Agreement. H. Following approval of the ROPS 14 -15B by the Oversight Board and the Successor Agency, the ROPS 14 -15B will be transmitted to the DOF for its review and approval. I. Consistent with the legislative authorization contained in AB 1484 allowing successor agencies to enter into enforceable obligations for the purpose of maintaining the assets of the former Redevelopment Agency, the Successor Agency seeks to provide for the continued efficient and cost effective management, maintenance and operation of the Premises for calendar year 2015 and to retain the Storm which possesses the experience and qualifications to carry out such continuing obligations on an interim basis so as to ensure that the "Lake Elsinore Storm," a single "A" baseball team which is a member of the California League of the National Association of Professional Baseball and owned by Storm LP, continue to play its home baseball games at the Stadium. J. In furtherance of the purpose and intentions of the parties as with respect to the Interim Agreement, the parties hereto agree to amend the Interim Agreement as provided herein. AGREEMENT NOW THEREFORE, in consideration of the foregoing Recitals and the terms contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows: 1. Term of Agreement; Termination. Section 6 of the Interim Agreement, entitled "Term of Agreement; Termination," is hereby deleted in its entirety and replaced with the following: 6. Term of Agreement; Termination 6.1. Term. The term of the Interim Agreement (hereinafter the "Term ") shall commence on the Effective Date and shall, unless earlier terminated in accordance with Sections 6.2, 19, or 20 hereof, automatically terminate on December 31, 2015. 6.2. Rights of Termination Prior to Commencement and Expiration of the Term Second Amendment to Stadium Interim Management Agt 091814 - 2 - (a) January 1, 2015 Termination. Successor Agency may terminate this Interim Agreement prior to the Commencement Date, by giving written notice thereof to the Storm no later than November 30, 2014. (b) June 30, 2015 Termination. Successor Agency may terminate this Interim Agreement effective as of June 30, 2015, by giving written notice thereof to the Storm no later than May 30, 2015. (c) Default. The Successor Agency and Storm shall have the right to terminate this Interim Agreement as a result of an uncured Default hereunder. Any such termination shall be made in accordance with Sections 19 or 20. (d) Party's Property and Offset. Upon termination of this Interim Agreement under this Section 6.2, all materials and equipment purchased by either party hereunder in connection with this Interim Agreement shall remain that party's property. In addition, the Storm shall be entitled to an offset for all of the Storm's services rendered hereunder through the effective date of any such termination. (e) Effect of Termination. Notwithstanding the termination of this Interim Agreement pursuant to this Section 6.2, the provisions of Stadium Operations Contracts shall remain in full force and effect. 2. Compensation. Section 7 of the Interim Agreement, entitled "Compensation," is hereby deleted in its entirety and replaced with the following: 7. Compensation 7.1. Stadium Operations Contracts Compensation Recap. Pursuant to the Stadium Operations Contracts, the Storm and /or the Successor Agency are entitled to compensation during the Term as follows: (a) 2015 License Storm is required to pay to the Successor $489,494 for 2015. Fee: Under the License Agreement, the Agency a License Fee in the amount of (b) Percentage of Concessions: Under the Concession Agreement, the Storm's affiliate, Golden State, is required to pay Successor Agency a percentage of the GRCS pursuant to Section 6 thereof (the "GRCS Concession Fee. "). (c) Annual Maintenance Fee: Under the Maintenance Agreement, Successor Agency is required to pay Storm an Annual Maintenance Fee of $228,515 for 2015. 7.2. Storm Compensation January 1, 2015 — December 31, 2015. Commencing upon the Commencement Date (January 1, 2015) and continuing through the expiration of the Term (December 31, 2015) and as consideration for the performance of the services set forth herein, the Storm shall be compensated as follows: (a) Assignment of GRCS Concession Fee. Successor Agency hereby assigns Successor Agency's right to payment of the GRCS Concession Fee under Second Amendment to Stadium Interim Management Agt 091814 -3 - the Concession Agreement to the Storm during the Term, estimated at $34,000 annually; and (b) Waiver of License Fee. Successor Agency hereby waives Successor Agency's right to payment of the License Fee under the License Agreement during the Term as an offset against the payments due by the Successor Agency to the Storm hereunder; and (c) Payment of Maintenance Fee. Successor Agency shall continue to pay the Annual Maintenance Fee as identified in Section 7.1(d) (i.e., $228,515. (d) Payment of Additional Interim Management Fee. Successor Agency shall pay to Storm $391,822, payable in equal monthly installments ( "Additional Interim Management Fee "). The Maintenance Fee along with the Additional Interim Management Fee will result total cash payment from the Successor Agency to the Storm of $620,337 as consideration for services provided under the Stadium Operations Contracts and this Interim Agreement, which aggregate amount shall be payable in equal monthly installments of $51,695. The Storm acknowledges and agrees that in no event will the Agency be required to provide the Storm with any other form of payment for performance of the services as provided in this Interim Agreement. The parties acknowledge that the historic operating costs of the Stadium equal or exceed the compensation due to Storm hereunder and that it is in each of the party's best interests to enter into this Agreement for the efficient use and operation of the Stadium. 3. Capital Repairs. Section 8 of the Interim Agreement, entitled "Capital Repairs," is hereby deleted in its entirety and replaced with the following: 468. Capital Repairs. Capital Repairs shall be governed by the applicable provisions of the Stadium Operations Contracts. A Two -Year Capital Repair Schedule with estimated costs budgeted for ROPS 14 -1513, 15 -16A, 15 -16B and 16 -17A is set forth in Exhibit "C" attached hereto and incorporated by reference herein. The Successor Agency's Executive Director or designee ( "Executive Director ") will designate certain Capital Projects that shall be subject to the Department of Public Works' direct administration of the bid process and award of contract consistent with the applicable legal requirements. The Storm will undertake and complete such other Capital Repairs as set forth in Exhibit "C" as are mutually agreed. To the extent that The Storm undertakes such other Capital Repairs not undertaken by the Successor Agency, The Storm shall obtain not less than three (3) bids from qualified contractors unless otherwise excused by the Executive Director. Without limiting the Executive Director's discretion, the bidding requirement herein may be excused in situations involving emergencies and sole Second Amendment to Stadium Interim Management Agt 091814 - 4 - source contractors. In addition, The Storm acknowledges the general requirement that certain Capital Repairs are subject to the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ( "Prevailing Wage Laws "), which require the payment of prevailing wage rates with respect to certain capital improvements, repairs and maintenance work paid for in whole or in part out of public funds. Accordingly, The Storm agrees to, in the administrative of the bidding and contractor selection process, inform prospective bidders of the requirement to comply with the Prevailing Wage Laws. The Storm may confer with the Executive Director and seek direction with respect to whether or not a certain Capital Repair is subject to the Prevailing Wage Law. Prior to The Storm awarding a contract for a Capital Repair to a qualified contractor, the Executive Director shall: (i) confirm that The Storm has followed the proper bidding procedures for selection of a contractor; and (ii) approve the selection of the contractor and the form of any agreement between The Storm and the contractor. Upon completion of the Capital Repair (or a component thereof supporting a deposit or in- progress reimbursement), The Storm shall deliver to the Executive Director a written reimbursement request and supporting documentation (such as third party invoices, lien releases and cancelled checks). To the extent that the reimbursement request is for a completed Capital Repair, The Storm shall, if applicable, submit as -built drawings or similar plans and specifications for the items to be reimbursed." 4. Accuracy of Recitals. The Parties acknowledge the accuracy of the foregoing Recitals, which are incorporated herein by this reference. 5. Authority; Priority of Amendment. This Amendment is executed by the Parties' authorized representatives. Except as expressly modified herein, all of the terms of the Interim Agreement shall remain unchanged and in full force and effect, and the Parties shall continue to fulfill their respective obligations under the Interim Agreement as amended by this Amendment. To the extent of any conflict between the terms of the Interim Agreement and the terms of this Amendment, the terms of this Amendment shall control. 8. Captions. The captions appearing in this Amendment are for convenience only and are not a part of this Amendment and do not in any way limit, amplify, define, construe, or describe the scope or intent of the terms or provisions of this Amendment. 9. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute but one and the same document. 10. Commencement Date. Unless earlier terminated in accordance with Section 6.2(a), the provisions of this Amendment shall commence on January 1, 2015 (the "Commencement Date "). Second Amendment to Stadium Interim Management Agt 091814 -5 - IN WITNESS WHEREOF, the parties have executed this Amendment on the respective dates set forth below. Dated: ATTEST: SUCCESSOR AGENCY SECRETARY Virginia Bloom APPROVED AS TO FORM: LEIBOLD McCLENDON & MANN, P.C. Successor Agency Counsel IC Barbara Zeid Leibold Dated: Second Amendment to Stadium Interim Management Agt 091814 - 6 - "SUCCESSOR AGENCY" SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE In Grant Yates, Executive Director "STORM" LAKE ELSINORE STORM LP, a California limited partnership By: GJJ STORM MANAGEMENT, LLC, a California limited liability company Its: General Partner go Gary E. Jacobs, Manager EXHIBIT "C" CAPITAL REPAIR SCHEDULE See Attached EXHIBIT "C" Page 1 of 1 LAKE ELSINORE STORM - DIAMOND STADIUM CAPITAL REPAIR SCHEDULE Diamond Club ceiling tiles COST ESTIMATES ROPS 14 -15B ROPS 15 -16A ROPS 15 -16B ROPS 16 -17A CAPITAL REPAIR Diamond Club Carpet $7,700.00 Retrofit HVAC system Quote TBD $ $ 1,035,000.00 $ $ Repave service road with 1" asphalt + Quote TBD 57,500.00 - sealent $33,000.00 33,000.00 Repaving parking lots A & B $345,000.00 - - 345,000.00 Stadium seating $920,000.00 - 920,000.00 - Interor /Exterior doors $15,000.00 15,000.00 - Walkway lighting $28,500.00 28,500.00 - Fire /Burg /Surveillance equipment $40,000.00 40,000.00 - Landscape service road $40,000.00 - 40,000.00 Diamond Club audio /visual equipment Quote TBD 16,000.00 - Diamond Club ceiling tiles $24,000.00 24,000.00 Diamond Club Carpet $7,700.00 7,700.00 - Retrofit sprinkler system Quote TBD 250,000.00 Concourse LED emergency lighting $33,000.00 33,000.00 - retrofit Grounds Dept. Bathroom Quote TBD 200,000.00 New John Deere fairway mower $45,000.00 45,000.00 New John Deere three wheeler $15,000.00 15,000.00 - Repair /Install Irrigation Grass Hill $5,000.00 5,000.00 - Flooring (front office) $15,000.00 15,000.00 - Ceiling Tiles (front office) $11,000.00 11,000.00 - Paint (front office) $7,000.00 7,000.00 - Front office /concourse /consessions $42,000.00 42,000.00 - - Lighting Retrofit Repainting stadium green (remaining $100,000.00 100,000.00 steel and pipes) Home Clubhouse Ceiling Tiles $8,500.00 8,500.00 - Brick interior /exterior treatment $10,000.00 - 10,000.00 New ticket windows $7,000.00 7,000.00 - Diamond Club furniture Quote TBD - Weight room buildout Quote TBD - Hood system stand 3 Quote TBD - Desert landscaping stadium Quote TBD - - - TOTALS $ 794,700.00 $ 1,117,500.00 $ 920,000.00 $ 445,000.00