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HomeMy WebLinkAbout0007_3_Fourth Amendment to Stadium Interim Management Agt 092716FOURTH AMENDMENT (2017-2018) TO STADIUM INTERIM MANAGEMENT AGREEMENT THIS FOURTH AMENDMENT (2017-2018) TO STADIUM INTERIM MANAGEMENT AGREEMENT (the “Fourth Amendment”), dated for identification as of September 27, 2016, 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”). RECITALS The following recitals are a substantive part of this Amendment: 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. The Interim Agreement was successfully implemented during calendar year 2013 to provide for efficient and cost effective management, maintenance and operation of the Premises. In order to provide for continued efficient and cost effective management, maintenance and operation of the Premises for calendar year 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”). In order to provide for continued efficient and cost effective management, maintenance and operation of the Premises for calendar year 2015, the Successor Agency and the Storm entered into that certain Second Amendment (2015) to Stadium Interim Management Agreement dated September 23, 2014 (the “Second Amendment”). In order to provide for continued efficient and cost effective management, maintenance and operation of the Premises for calendar year 2016, the Successor Agency and the Storm entered into that certain Third Amendment (2016) to Stadium Interim Management Agreement dated September 22, 2016 (the “Third Amendment”). The obligations set forth in the Interim Agreement, First Amendment, Second Amendment and Third Amendment have been included in prior Recognized Obligation Payment Schedules (ROPS) approved by the Successor Agency, the Oversight Board of the Successor Agency (“Oversight Board”) and the Department of Finance (“DOF”). The Third Amendment will expire on December 31, 2016 and the parties desire to enter into this Fourth Amendment to provide for continued efficient and cost effective management, maintenance and operation of the Premises for calendar year 2017 and the first six (6) months of 2018, which period corresponds to the ROPS cycle. Capital repairs of approximately $3,268,180 for the 2017/2018 term of this Fourth Amendment reflect that the Stadium is twenty three (23) years old and in need of significant capital repairs, including, without limitation, capital repairs necessary to comply with ADA and energy and water efficiency requirements, roof repair/replacement, plumbing and drain repair and equipment replacement. It is anticipated that approximately $1,661,500 in capital repairs will be completed prior to the 2017 baseball season and that remaining $1,606,680 will be completed after the conclusion of the 2017 baseball season. In accordance with Health and Safety Code (“HSC”) Section 34177.7(o)(1)(E), an Amended Recognized Obligation Payment Schedule will be adopted for the period from January 1, 2017 through June 30, 2017 (herein referred to as the “ROPS 16-17B”). Annual ROPS for the twelve months ended each June 30 will be adopted 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. On September 29, 2016, the Oversight Board and the Successor Agency will consider approval and adoption of the Amended ROPS 16-17B, which includes the obligations set forth in this Amendment and lists, among other things, as enforceable obligations of the Successor Agency, the following obligations related to the Premises as more fully described and referenced therein: 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. Following approval of the Amended ROPS 16-17B by the Oversight Board and the Successor Agency, the Amended ROPS 16-17B will be transmitted to the DOF for its review and approval. 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 (a) provide for the continued efficient and cost effective management, maintenance and operation of the Premises for the period commencing on January 1, 2017 through June 30, 2018, and (b) retain the Storm, which possesses the experience and qualifications to carry out such continuing obligations on an interim basis. Engagement of the Storm is necessary to ensure that the “Lake Elsinore Storm,” a single “A” baseball team, and a member of the California League of the National Association of Professional Baseball, owned by Storm LP, continues to play its home baseball games at the Stadium. In furtherance of the purpose and intentions of the parties 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: 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: Term of Agreement; Termination 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 June 30, 2018. Rights of Termination Prior to Commencement and Expiration of the Term (a) January 1, 2018 Termination. Successor Agency may terminate this Agreement effective as of January 1, 2018, by giving written notice thereof to the Storm no later than November 30, 2017. (b) June 30, 2018 Termination. Successor Agency may terminate this Agreement effective as of June 30, 2018, by giving written notice thereof to the Storm no later than May 30, 2018. (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 payment 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. Stadium Use. Section 4.3 of the Interim Agreement, entitled “Stadium Use,” is hereby deleted in its entirety and replaced with the following: