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HomeMy WebLinkAboutItem No. 27 - Eighth Amendment to the Stadium Interim Management AgreementCity Council Agenda Report City of Lake Elsinore 130 South Main Street Lake Elsinore, CA 92530 www.lake-elsinore.org File Number: ID# 22-027 Agenda Date: 1/11/2022 Status: Approval FinalVersion: 1 File Type: Successor Consent Calendar In Control: City Council / Successor Agency Agenda Number: 27) Eighth Amendment to the Stadium Interim Management Agreement Adopt A RESOLUTION OF THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE APPROVING THE EIGHTH AMENDMENT 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. Page 1 City of Lake Elsinore Printed on 1/6/2022 REPORT TO SUCCESSOR AGENCY To: Honorable Chair and Members of the Agency From: Jason Simpson, Executive Director Prepared By: Barbara Leibold, Successor Agency Counsel Date: January 11, 2022 Subject: Eighth Amendment to Stadium Interim Management Agreement Recommendation Adopt A RESOLUTION OF THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE APPROVING AN EIGHTH AMENDMENT 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 Background In 1994, the former Redevelopment Agency of the City of Lake Elsinore (the “RDA”), completed the Lake Elsinore Diamond Stadium (“Diamond Stadium”) on property donated for purposes of developing a minor league professional baseball stadium. The Diamond Stadium was intended to stimulate economic development and redevelopment within the Rancho Laguna Redevelopment Project Area 3 consistent with and in furtherance of the Redevelopment Plan. As required by that certain First Amendment to Amended and Restated Option Agreement Under Threat of Condemnation and Irrevocable Offer To Donate Stadium Site and Stadium Access Parcel and Unconditional Acceptance Subject To Covenants, Conditions, Restrictions and Reservations dated August 5, 1993, the RDA operated, managed and maintained the Diamond Stadium pursuant to various agreements. In 2001 and 2002, the RDA entered into certain agreements involving the operation and maintenance of the 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 RDA’s management, operation and maintenance costs were significant and the Stadium operated at a loss. In 2005, the RDA 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 Eighth Amendment to Interim Stadium Management Agreement January 11, 2022 Page 2 of 4 between the RDA 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 RDA’s Stadium-related costs. However, in June 2011 DSG elected to exercise its right to terminate the 2007 Management Agreement effective December 31, 2012 citing annual losses under the 2007 Management Agreement. 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 RDA had been dissolved and 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. A Second Amendment to the Interim Agreement was approved in September 2014, a Third Amendment was approved in September 2015, a Fourth Amendment was approved in September 2016, a Restated Fifth Amendment and Extension (collectively, “Fifth Amendment”) was approved in May and June 2018, a Sixth Amendment was approved January 8, 2019, and a Seventh Amendment and an Amended and Restated Seventh Amendment (collectively “Seventh Amendment”) was approved January 14, 2020 and January 12, 2021, respectively. The State Department of Finance has approved the allocation of Real Property Tax Trust Funds for Stadium obligations in accordance with the Successor Agency Recognized Obligations Payment Schedules (ROPS). The Interim Agreement and the First, Second, Third, Fourth, Fifth, Sixth and Seventh Amendments have been successfully implemented to provide for efficient and cost effective management, maintenance and operation of the Diamond Stadium. The 2020 and 2021 baseball seasons suffered tremendous challenges due to the COVID-19 pandemic. Minor League baseball was cancelled in 2020 and the Stadium operations were significantly restricted. Major League Baseball (MLB) engaged in a sweeping overhaul of the player development structure during the 2020 off-season, eliminating the National Association of Professional Baseball Leagues (NAPBL) as the governing structure and cutting approximately twenty-five percent (25%) of minor league affiliates. Remaining affiliates now contract directly with MLB under a new Player Development License agreement finalized in 2021 and aimed at modernizing facilities and improving player training and logistics. In this restructure the Storm has been designated as a “Class A” team. The impacts of COVID-19 and Major League Baseball restructuring in 2020 impacted the Storm’s 2020 and 2021 baseball seasons and the parties’ budget assumptions and projections underlying the Seventh Amendment, including operational and capital requirements and facilities standards established by MLB in the Player Development License. In order to address these impacts and provide certainty to the Successor Agency and the Storm for the continued efficient and cost effective management, maintenance and operation of the Diamond Stadium through the 2023 baseball season, Eighth Amendment to Interim Stadium Management Agreement January 11, 2022 Page 3 of 4 the Successor Agency proposes to enter into an Eighth Amendment (“Eighth Amendment”) extending the term one year to September 30, 2023. The proposed Eighth Amendment also updates the Capital Repair schedule as set forth in Exhibit “C.” Absent the Eighth Amendment, the existing Interim Management Agreement will expire on September 30, 2022 at which time the burden of maintaining, managing and operating Diamond Stadium under the Stadium Operations Contracts will fall onto the Successor Agency. The Successor Agency lacks the personnel and the expertise to fulfil these contractual obligations. The proposed Eighth Amendment is reasonable and necessary to satisfy the Successor Agency’s contractual obligations under the Stadium Operations Contracts and to protect and maintain the assets of the former RDA. The Storm possesses the experience, capabilities and qualifications to best carry out these obligations. The proposed Eighth Amendment is in the best interests of the taxing entities because the Storm’s skills, knowledge and resources will provide continued, efficient and cost effective management, maintenance and operation of the Diamond Stadium which will protect the public’s investment in the Stadium, minimize costs and mitigate against potential breach of contract and related damages. Interim Management Agreement - The Interim Stadium Management Agreement as amended by the proposed Eighth Amendment incorporates the obligations under the Stadium Operations Contracts and provides for a Capital Improvement Schedule. During the 2022-2023 term of the Eighth Amendment, compensation to the Storm for the performance of the maintenance, management and operations services shall be as follows: (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 2020-2021 and 2021-2022 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 $567,712 for the period October 1, 2022 through September 30, 2023 under the License Agreement 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 $ 269,234 for the period October 1, 2022 through September 30, 2023; and (d) Payment of Additional Interim Management Fee. Successor Agency shall pay to Storm $500,004 for the period October 1, 2022 through September 30, 2023, 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 $769,238 for the period October 1, 2022 through September 30, 2023 as consideration for services provided under the Stadium Operations Contracts and the Interim Agreement, which aggregate Eighth Amendment to Interim Stadium Management Agreement January 11, 2022 Page 4 of 4 amount shall be payable in equal monthly installments of $64,103 for the period October 1, 2022 through September 30, 2023. The Successor Agency continues to be responsible for all Capital Repairs and alterations consistent with the Stadium Operations Contracts. Projected Capital Repair expenditures under the proposed Eighth Amendment includes $1,950,000 for the 2022- 2023 term of the Eighth Amendment. The Eighth Amendment is subject to the approval of the Riverside Countywide Oversight Board and the Department of Finance (DOF). Fiscal Impact The proposed Eighth Amendment provides a high level of certainty relating to the costs of Stadium operations and maintenance under the Stadium Operations Contracts. The Successor Agency ROPS 21-22 included Real Property Tax Trust Funds to cover the Successor Agency obligations for the period of July 1, 2021 through June 30, 2022. ROPS 22-23 includes a request for Real Property Tax Trust Funds to cover the Successor Agency obligations for the period of July 1, 2022 through June 30, 2023. Exhibits A - Resolution Approving Eighth Amendment to Stadium Interim Management Agreement B - Eighth Amendment to Stadium Interim Management Agreement C – Original Agreement RESOLUTION NO. SA-2022-0 A RESOLUTION OF THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE APPROVING THE EIGHTH AMENDMENT 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, in furtherance of the Redevelopment Plan for the Rancho Laguna Redevelopment Project Area 3 (“Redevelopment Plan”) and that certain First Amendment to Amended and Restated Option Agreement Under Threat of Condemnation and Irrevocable Offer To Donate Stadium Site and Stadium Access Parcel and Unconditional Acceptance Subject To Covenants, Conditions, Restrictions and Reservations (“Offer to Donate”) dated August 5, 1993, the former Redevelopment Agency of the City of Lake Elsinore (the “RDA”) acquired certain real property for redevelopment purposes and thereafter, in 1994, completed the Lake Elsinore Diamond Stadium (“Diamond Stadium”) on property donated for purposes of developing a minor league professional baseball stadium; and Whereas, in furtherance of the Redevelopment Plan and the covenants, conditions, restrictions and reservations set forth in the Offer to Donate restricting the use of the property as a minor league professional baseball stadium for a minimum of fifty (50) years, the RDA operated, managed and maintained the Diamond Stadium pursuant to various agreements, including a Concession License Agreement, a License Agreement, and a Stadium Field and Maintenance Agreement (collectively, “Stadium Operations Contracts”); and Whereas, following the dissolution of the RDA, the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore (“Successor Agency”) was been established to wind down the affairs of the RDA in accordance with the California Health and Safety Code; and Whereas, in 2012, the Successor Agency and the Oversight Board to the Successor Agency (“Lake Elsinore Oversight Board”) approved the Stadium Interim Management Agreement dated January 1, 2013 by and between the Successor Agency and the Lake Elsinore Storm LP (the “Interim Agreement”) to provide for the performance of the enforceable obligations under the Stadium Operation Contracts and the Offer to Donate, including maintenance, management, promotion and operations of the Diamond Stadium and following such approval by the Lake Elsinore Oversight Board and the Successor Agency, the Interim Agreement was submitted to and approved by the State Department of Finance (“DOF”); and, Whereas, in 2013, the Successor Agency and the Lake Elsinore Oversight Board approved the First Amendment to Stadium Interim Management Agreement dated January 1, 2014 by and between the Successor Agency and the Lake Elsinore Storm LP (the “First Amendment”) and following such approval by the Lake Elsinore Oversight Board and the Successor Agency, the First Amendment was submitted to and approved by the DOF; and, Whereas, in 2014, the Successor Agency and the Lake Elsinore Oversight Board approved the Second Amendment to Stadium Interim Management Agreement dated January 1, 2015 by and between the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore and the Lake Elsinore Storm LP (the “Second Amendment”) and following such approval by the Lake Elsinore Oversight Board and the Successor Agency, the Second Amendment was submitted to and approved by the DOF; and, Reso No. SA-2022-0 Page 2 of 4 Whereas, in 2015, the Successor Agency and the Lake Elsinore Oversight Board approved the Third Amendment to Stadium Interim Management Agreement dated January 1, 2016 by and between the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore and the Lake Elsinore Storm LP (the “Third Amendment”) and following such approval by the Lake Elsinore Oversight Board and the Successor Agency, the Third Amendment was submitted to and approved by the DOF; and, Whereas, in 2016, the Successor Agency and the Lake Elsinore Oversight Board approved the Fourth Amendment to Stadium Interim Management Agreement dated January 1, 2017 by and between the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore and the Lake Elsinore Storm LP (the “Fourth Amendment”) and following such approval by the Lake Elsinore Oversight Board and the Successor Agency, the Fourth Amendment was submitted to and approved by the DOF; and, Whereas, in 2018, the Successor Agency and the Lake Elsinore Oversight Board approved the Restated Fifth Amendment to Stadium Interim Management Agreement dated May 8, 2018 by and between the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore and the Lake Elsinore Storm LP and the Extension to Restated Fifth Amendment dated June 26, 2018 (collectively, the “Fifth Amendment”) and following such approvals by the Lake Elsinore Oversight Board and the Successor Agency, the Fifth Amendment was submitted to and approved by the DOF; and, Whereas, in 2019, the Successor Agency and the Riverside County Oversight Board approved the Sixth Amendment to Stadium Interim Management Agreement dated January 8, 2019 by and between the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore and the Lake Elsinore Storm LP (the “Sixth Amendment”) and following such approval by the Riverside County Oversight Board and the Successor Agency, the Sixth Amendment was submitted to and approved by the DOF; and Whereas, in 2020 and 2021, the Successor Agency and the Riverside County Oversight Board approved the Seventh Amendment to Stadium Interim Management Agreement dated January 14, 2020 and the Amended and Restated Seventh Amendment dated January 12, 2021 by and between the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore and the Lake Elsinore Storm LP (collectively, the “Seventh Amendment”) and following such approval by the Riverside County Oversight Board and the Successor Agency, the Amendments were submitted to and approved by the DOF; and Whereas, the Interim Agreement and the First, Second, Third, Fourth, Fifth, Sixth and Seventh Amendments have been successfully implemented to provide for efficient and cost effective management, maintenance and operation of the Diamond Stadium but, absent an extension of the Seventh Amendment, the Interim Agreement will expire on September 30, 2022; and, Whereas, consistent with the legislative authorization contained in AB 1484 and SB 107 allowing successor agencies to enter into enforceable obligations for the purpose of maintaining the assets of the former redevelopment agency and implementing enforceable obligations pursuant to underlying contracts and agreements, the Successor Agency 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 in accordance with the proposed Eighth Amendment; and, Reso No. SA-2022-0 Page 3 of 4 Whereas, pursuant to Health and Safety Code Section 34177(o)(1) 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 period commencing July 1, 2022 – June 30, 2023 (the “ROPS 22-23”) 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) License Agreement; (ii) Maintenance Agreement; (iii) Concession Agreement; (iv) Stadium operations and maintenance obligations, and (v) the Interim Agreement (as amended) has been prepared for approval by the Successor Agency on January 11, 2022 and the Oversight Board on January 20, 2022 and subsequent ROPS will be similarly prepared throughout the term of the Stadium Operations Contracts. NOW, THEREFORE, THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE, CALIFORNIA, DOES HEREBY RESOLVE 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 Successor Agency finds (i) that the proposed Eighth Amendment to the Interim Agreement is reasonable and necessary to satisfy the Successor Agency’s contractual obligations under the Stadium Operations Contracts and to protect and maintain the assets of the former Redevelopment Agency, (ii) that Real Property Tax Trust Fund (RPTTF) revenues requested by the Successor Agency in the ROPS 22-23 includes funds necessary to meet the Successor Agency’s enforceable obligations, and (iii) that the Eighth Amendment to the Interim Agreement is in the best interests of the taxing entities because the Storm’s skills, knowledge and resources will provide continued, efficient and cost effective management, maintenance and operation of the Diamond Stadium which will protect the public’s investment in the Stadium, minimize costs and mitigate against potential breach of contract and related damages. Section 3. Based on the above findings, the Successor Agency approves the Eighth Amendment 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 authorizes and directs the Executive Director to execute the Eighth Amendment in such final form as approved by Successor Agency Counsel and submitted to and approved by the Riverside Countywide Oversight Board. The Executive Director is further authorized to execute such other documents as necessary to implement the Eighth Amendment as approved by Agency Counsel. Section 4. 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 Successor Agency hereby declares that it would have adopted this Resolution irrespective of the invalidity of any particular portion thereof. Section 5. This Resolution shall take effect from and after the date of its passage and adoption in accordance with, and subject to, all applicable requirements of the Health & Safety Code. Reso No. SA-2022-0 Page 4 of 4 Passed, Approved and Adopted by the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore, California, this 11th day of January, 2022. Timothy J. Sheridan, Chair ATTEST: Candice Alvarez, MMC Agency Secretary STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss. CITY OF LAKE ELSINORE ) I, Candice Alvarez, Secretary of the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore, California, hereby certify that Resolution No. SA-2022- 0 was adopted by the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore at a Regular meeting held on the 11th day of January, 2022 by the following vote: AYES: NOES: ABSTAIN: ABSENT: Candice Alvarez, Agency Secretary @BCL@EC0AEEFD - 1 - EIGHTH AMENDMENT TO STADIUM INTERIM MANAGEMENT AGREEMENT THIS EIGHTH AMENDMENT TO STADIUM INTERIM MANAGEMENT AGREEMENT (“Eighth Amendment”), dated for identification as of January 11, 2022, 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 Eighth Amendment: A. The City Council of the City of Lake Elsinore adopted a redevelopment plan (the “Redevelopment Plan”) for an area within the City known as the Rancho Laguna Redevelopment Project Area 3 (the “Project Area”) by way of its approval of Ordinance No. 815 on September 8, 1987, as thereafter amended b y Ordinance No. 987 adopted on November 22, 1994. B. In furtherance of the Redevelopment Plan and that certain First Amendment to Amended and Restated Option Agreement Under Threat of Condemnation and Irrevocable Offer To Donate Stadium Site and Stadium Access Parcel and Unconditional Acceptance Subject To Covenants, Conditions, Restrictions and Reservations (“Offer to Donate”) dated August 5, 1993, the former Redevelopment Agency of the City of Lake Elsinore acquired certain real property for redevelopment purposes and thereafter, in 1994, completed the “Lake Elsinore Diamond Stadium” on property donated for purposes of developing a minor league professional baseball stadium. C. In furtherance of the Redevelopment Plan and the covenants, conditions, restrictions and reservations set forth in the Offer to Donate restricting the use of the property as a minor league professional baseball stadium for a minimum of fifty (50) years, the former Redevelopment Agency operated, managed and maintained the Lake Elsinore Diamond Stadium and the property (collectively, the Premises”) pursuant to various agreements, including the Stadium Operations Contracts. D. Following the dissolution of the former Redevelopment Agency, the Successor Agency entered into that certain Stadium Interim Management Agreement dated January 1, 2013 (the “Interim Agreement”) to provide for the performance of the enforceable obligations under the Stadium Operation Contracts and the Offer to Donate, including maintenance, management, promotion and operations of the Premises. Capitalized terms used herein which are not otherwise defined herein shall have the meaning ascribed to them in the Interim Agreement. E. The Interim Agreement was successfully implemented during calendar year 2013 to provide for efficient and cost effective management, maintenance and operation of the Premises. F. 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”). @BCL@EC0AEEFD - 2 - G. 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”). H. 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, 2015 (the “Third Amendment”). I. In order to provide for continued efficient and cost effective management, maintenance and operation of the Premises for January 1 2017 – June 30, 2018, the Successor Agency and the Storm entered into that certain Fourth Amendment (2017-2018) to Stadium Interim Management Agreement dated September 27, 2016 (the “Fourth Amendment”). J. In order to provide for continued efficient and cost effective management, maintenance and operation of the Premises for July 1, 2018 – June 30, 2019, the Successor Agency and the Storm entered into that certain Restated Fifth Amendment (2018-2019) to Stadium Interim Management Agreement dated May 8, 2018 (the “Fifth Amendment”). K. In order to avoid significant uncertainty, disruption and potential financial liabilities caused by the expiration of the Fifth Amendment in the middle of the 2019 baseball season, the Successor Agency and Storm entered into that certain Extension to Restated Fifth Amendment to Stadium Interim Management Agreement (“Extension”) dated June 26, 2018 which extended the term of the Fifth Amendment to September 30, 2019. L. In order to provide for continued efficient and cost effective management, maintenance and operation of the Premises for October 1, 2019 to September 30, 2020, the Successor Agency and the Storm entered into that certain Sixth Amendment to Stadium Interim Management Agreement dated January 8, 2019 (the “Sixth Amendment”). M. In order to provide for continued efficient and cost effective management, maintenance and operation of the Premises for October 1, 2020 to September 30, 2022, the Successor Agency and the Storm entered into that certain Seventh Amendment to Stadium Interim Management Agreement dated January 14, 2020 and the Amended and Restated Seventh Amendment to Stadium Interim Management Agreement dated January 12, 2021 (collectively the “Seventh Amendment”). N. The obligations set forth in the Interim Agreement, First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment and Seventh Amendment have been included in prior Recognized Obligation Payment Schedules (ROPS) approved by the Successor Agency, the Oversight Board of the Successor Agency, the Countywide Oversight Board for Riverside County (“Oversight Board”) and the Department of Finance (“DOF”). O. The 2020 and 2021 baseball seasons suffered tremendous challenges due to the COVID-19 pandemic. The Minor League baseball 2020 season was cancelled, the 2021 season modified and Stadium operations overall were significantly restricted. Major League Baseball (MLB) engaged in a sweeping overhaul of the player development structure during the 2020 off- @BCL@EC0AEEFD - 3 - season, eliminating the National Association of Professional Baseball Leagues (NAPBL) as the governing structure and cutting approximately twenty-five percent (25%) of minor league affiliates. Remaining affiliates, including the Storm, now contract directly with MLB under a new Player Development License agreement aimed at modernizing facilities and improving player training and logistics. In this restructure the Storm has been designated as a “Class A.”. P. The impacts of COVID-19 on the 2020 and 2021 baseball seasons and Major League Baseball’s restructuring in 2020 impacted the Storm’s operations and the budget assumptions and projections underlying the Seventh Amendment. While future potential impacts of COVID-19 remain uncertain, the budgetary impacts of the 2020 and the 2021 baseball seasons and the revised operational and capital requirements and facilities standards established by MLB in the Player Development License must be addressed for the continued efficient and cost effective management, maintenance and operation of the Premises in accordance with the Stadium Operations Contracts and the Interim Agreement. In order to provide certainty to the Successor Agency and the Storm through the 2023 baseball season, the parties desire to enter into this Eighth Amendment. Q. The Stadium Operations Contracts and the covenants, conditions, restrictions and reservations set forth in the Offer to Donate remain enforceable obligations within the meaning of Health and Safety Code (“HSC”) Section 34171(d)(1)(E) and the Successor Agency seeks to (1) provide for the continued efficient and cost effective management, maintenance and operation of the Premises, and (2) retain the Storm, which possesses the experience and qualifications to continue to carry out such obligations. Engagement of the Storm is necessary and consistent with the legislative authorization contained in HSC Section 34171(d)(1)(F) allowing successor agencies to enter into enforceable obligations for the purpose of maintaining the assets of the former Redevelopment Agency and to ensure that the “Lake Elsinore Storm,” owned by Storm LP, continues to play its home baseball games at the Stadium in accordance with the Stadium Operations Contracts. R. Capital repairs for the period commencing October 1, 2022 through September 30, 2023 necessary to address increased costs, scheduling delays, emergency repairs, new MLB requirements for minor league audit and facilities standards as necessary to protect the structural components and operational systems of the twenty-eight (28) year old Stadium and to protect the safety of the players and the spectators consistent with applicable laws and MLB standards are set forth in Exhibit “C” to this Eighth Amendment. S. In accordance with HSC Section 34177(o)(1), the Successor Agency adopted and submitted to DOF a Recognized Obligation Payment Schedule (“ROPS”) for the period from July 1, 2022 through June 30, 2023 which includes the Successor Agency obligations set forth in this Eighth 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: (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”); @BCL@EC0AEEFD - 4 - (iv) Stadium operations and maintenance obligations; and (v) the Interim Agreement. T. 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: 1. Business Plan. Not later than March 1 of each year during the Term, the Storm shall submit to the Executive Director of the Successor Agency (“Executive Director”) a Business Plan detailing the Storm’s operational and financial objectives for the Lake Elsinore Diamond Stadium during the Term of this Interim Agreement, as amended, including the 2022 and 2023 baseball seasons. The Business Plan shall include (a) management and labor requirements, (b) marketing and promotional objectives, including special events, advertising and cross-marketing efforts, (c) a COVID-19 Readiness Plan and proposals to improve general maintenance and efficiencies which may include updated and revised Maintenance Schedules for all areas of the Premises, including the concourse, snack bar and concession areas, outdoor landscaping and trash enclosures, (d) license, permit or other approval applications or renewals, if any, and (e) other relevant data or information relating to the performance by the Storm of its obligations under the Interim Agreement as amended. 2. Maintenance. Section 2.1 of the Interim Agreement, entitled “Maintenance” is hereby amended and restated in its entirety as follows: 2.1 Maintenance The Storm shall be solely responsible for complying with the Maintenance Standards (Exhibit “B”) and shall comply with all applicable MLB maintenance standards and protocols as set forth in the Player Development License and all applicable federal, state and local requirements (including guidelines issued by the Center for Disease Control and the Riverside County Public Health Department) relating to COVID-19 or other public health concern. Subject to the Successor Agency’s obligations herein with respect to Capital Repairs, throughout the Term and subject to the terms and conditions of the Stadium Operations Contracts, the Storm shall take all additional necessary actions to maintain the Premises and all components thereof, of whatever kind or nature, to keep the Premises in a first class condition and a good state of appearance and repair, ordinary wear and tear excepted. 3. Review Meetings. Section 2.4 of the Interim Agreement, entitled “Review Meetings” is hereby amended and restated in its entirety as follows: @BCL@EC0AEEFD - 5 - 2.4 Review Meetings/Facilities Inspections. (a) Quarterly Meetings. As often as necessary, but in no event less than one time per quarter during the Term, the General Manager, or designee, and the Executive Director, or designee, shall meet at a mutually agreed upon time and place in order to discuss the condition of the Stadium and the performance of the Storm hereunder and any other applicable issues. (b) Periodic Inspections. As often as necessary, but in no event less than one time during the Term, the Successor Agency shall engage a third party inspector to inspect the Premises and evaluate the condition of the capital facilities as well as the general maintenance of the Premises. The Executive Director shall provide the General Manager not less than fifteen (15) days prior notice of the third-party inspection(s). Capital facility repair needs identified by the third party inspector shall be incorporated into the Schedule of Capital Repairs pursuant to Section 2.4(c). Maintenance deficiencies identified by the third party inspector shall be remedied by the Storm as necessary to keep the Premises in a first class condition and a good state of appearance and repair consistent with the Maintenance Standards and as required by this Interim Agreement. Failure by the Storm to remedy maintenance deficiencies identified by the third party inspector shall be a Default pursuant to Section 19.1 of this Interim Agreement. (c) Annual Facilities Inspections. Not later than September of each year during the Term, the General Manager, or designee, and the Executive Director, or designee, shall (i) inspect the Stadium and conduct a facilities review to assess the condition of the Stadium and capital repair needs, and (ii) review the annual revenues and operating expenses for the prior July 1 – June 30 period to assess operational efficiencies. Prior to December 31, 2022, the General Manager, or designee, and the Executive Director, or designee, shall complete an Annual Operating Budget and Schedule of Capital Repairs, including estimated costs, for the period commencing October 1, 2023 – September 30, 2024. 4. Utilities. Section 5 of the Interim Agreement, entitled “Utilities” is hereby amended and restated in its entirety as follows: 5. Utilities. Notwithstanding any contrary provision contained in the Stadium Operations Contracts, the Storm shall be responsible for the payment of all Utilities regardless of whether the utility account is in the name of the Storm, the Successor Agency or City of Lake Elsinore. The Storm agrees to cooperate with the Successor Agency to explore ways to incorporate the use of or replace existing systems with alternative clean energy and to improve energy efficiency, including electrical utility savings by way of pow er purchase agreements through the Southwest Riverside County Energy Authority. An energy assessment will be conducted during the Annual Inspection/Facilities Review pursuant to Section 2.4(c) and an amount equal to any savings accounted for from the prior fiscal year shall be subtracted from the Additional Interim Management Fee to be paid for the following fiscal year pursuant to Section 7.2(d). @BCL@EC0AEEFD - 6 - 5. 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 this 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, shall expire September 30, 2023. 6.2. Rights of Termination. (a) September 30, 2022 Termination. Successor Agency may terminate this Interim Agreement effective as of September 30, 2022, by giving written notice thereof to the Storm no later than June 30, 2022. (b) 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. (c) 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. (d) 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. 6. Stadium Use. Section 4.3 of the Interim Agreement, entitled “Stadium Use,” is hereby deleted in its entirety and replaced with the following: 4.3. Stadium Use. (a) Storm Games. During the Term, the Storm shall play its home baseball games at the Stadium, including pre-season, regular season and play-off games as scheduled by the MLB and shall have the right to use the Stadium for baseball practices and workouts. Upon receipt from the MLB, each year during the Term, the Storm will provide the Executive Director with the written, proposed schedule for all professional baseball games involving the Storm for the coming baseball season including all pre-season games, a reasonable number of dates to be held for playoff games, as required by the MLB, and practices and workouts (collectively, the “Storm Games”). (b) Other Storm Events. In addition to the use of the Stadium for the Storm Games, the Storm shall have the right to use the Stadium for non-baseball related exhibitions, ceremonies or events (the “Other Storm Events”) on dates which the Stadium is not otherwise in use for Storm Games or other reserved uses, at its sole cost @BCL@EC0AEEFD - 7 - and expense, without any additional license fee or charge incurred, except for Storm’s obligation with respect to maintenance as provided herein and subject to the conditions set forth below. i. Lake Elsinore Diamond Stadium. All promotional and marketing materials for all Other Storm Events shall include the name “Lake Elsinore Diamond Stadium.” ii. Special Event Permit. The Storm shall obtain a Special Event Permit for all Other Storm Events from the City of Lake Elsinore in accordance with Chapter 5.108 of the Lake Elsinore Municipal Code, as now exists or as may hereafter be amended, including submittal of an application not less than sixty (60) days prior to the event and compliance with the Special Event Permit Requirements for Other Storm Events (Exhibit “D” attached hereto and incorporated by reference herein) and such additional conditions of approval as may be deemed necessary or appropriate by the City in connection with the issuance of a Special Event Permit for the Other Storm Event. Concurrent with the submittal of the special event application package to the City, the Storm shall notify the Executive Director in writing of the proposed date and title of the Other Storm Event and a promotional/marketing plan demonstrating the anticipated attendance. ii. Governmental Regulations/Permits. The Storm shall comply with all applicable local, state, and federal laws, ordinances, rules, regulations and requirements (including without limitation land use and zoning, environmental, labor and prevailing wage, occupational Health & Safety, building and fire codes) in connection with the promotion and operation of Other Storm Events and shall apply for, secure, maintain and comply with all required licenses and/or permits. The Storm shall use commercially reasonable efforts to cause any users of the Stadium to report and pay sales taxes as generated within the City in accordance with all applicable laws. iii. Quality Standards. The Storm shall conduct Other Storm Events in accordance with the highest standards for cleanliness and quality and shall comply with all applicable terms and conditions of this Interim Agreement and the Stadium Operations Contracts. (c) City/Agency Use. The Successor Agency, for itself and on behalf of the City of Lake Elsinore, reserves the right to use the Stadium, including without limitation, the Agency Suite and the Diamond Club for meetings, conferences and other events provided the Successor Agency notifies the Storm in advance. Notwithstanding the foregoing, the Storm shall have the right to use the Stadium on the days set forth in the schedule for the Storm Games and for Other Storm Events approved in accordance with the provisions of Section 4.3 (b) and the Successor Agency will not schedule any other events at the Stadium on the day of a Storm Game or other Storm Event if such event would interfere with the Storm’s use of the Stadium. @BCL@EC0AEEFD - 8 - (d) Agency Suite. For all Storm Games and Other Storm Events, free of any charge to Successor Agency, the Storm shall (i) secure and deliver to the Successor Agency tickets and parking passes for use of the Agency Suite, or (ii) provide reasonable alternative methods of access to the Agency Suite and Agency Parking. In the event the Successor Agency elects not to use the Agency Suite for any Other Storm Event, the Storm, including its representatives and invitees, may use the Agency Suite. The Storm shall indemnify and hold the Successor Agency and the City harmless from any loss, cost or expense or damage to Successor Agency property associated or in connection with use of the Agency Suite by third parties. 7. 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) License Fee: Under the License Agreement, the Storm is required to pay to the Successor Agency a License Fee in the amount of $567,712 for the period commencing October 1, 2022 through September 30, 2023. (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 in the amount of $269,234 for the period commencing October 1, 2022 through September 30, 2023. 7.2. Storm Compensation. Commencing upon the Commencement Date (October 1, 2022), and continuing through the expiration of the Term, 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 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 Annual Maintenance Fee. Successor Agency shall continue to pay the Annual Maintenance Fee as identified in Section 7.1(c) (i.e., $269,234 for the period commencing October 1, 2022 through September 30, 2023. @BCL@EC0AEEFD - 9 - (d) Payment of Additional Interim Management Fee. Successor Agency shall pay to Storm an “Additional Interim Management Fee” in the amount of $500,004 for the period commencing October 1, 2022 through September 30, 2023, which shall be payable in equal monthly installments. The Annual Maintenance Fee together with the Additional Interim Management Fee will result in total cash payment from the Successor Agency to the Storm of $769,238 for the period commencing October 1, 2022 through September 30, 2023 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 $64,103 for the period commencing October 1, 2022 through September 30, 2023. The Storm acknowledges and agrees that in no event will the Successor 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 Interim Agreement for the efficient use and operation of the Stadium. 8. Capital Repairs. Section 8 of the Interim Agreement, entitled “Capital Repairs,” is hereby deleted in its entirety and replaced with the following: 8. Capital Repairs. Capital Repairs shall be governed by the applicable provisions of the Stadium Operations Contracts and as set forth herein. As defined in the Maintenance Agreement, “Capital Repairs” means all activities, and the provision of all labor and materials which are reasonably required to improve, repair, refurbish, modify, restore and/or replace, when reasonably necessary, the Stadium, or portions or components thereof, and the costs and expenses of which equal or exceed Five Hundred Dollars ($500.00). Notwithstanding the foregoing, the term Capital Repairs as used herein does not include the Storm’s responsibility for maintenance and upkeep as set forth in Section 2 of this Interim Agreement and the Maintenance Standards (Exhibit “B”). A Capital Repair Schedule with estimated costs for the period commencing October 1, 2022 through September 30, 2023 is set forth in Exhibit “C” attached hereto and incorporated by reference herein. The Capital Repair Schedule is intended to assist the Successor Agency in budgeting for Capital Repairs during the Term, but does not limit the Successor Agency’s responsibilities under the Stadium Operations Contracts. Upon receipt of real property tax trust funds for Capital Repairs, the Executive Director shall, to the extent permitted by applicable legal requirements, deposit those funds into a Capital Repair trust account to be expended by the Successor Agency solely for purposes of satisfying its Capital Repair obligations consistent with the Stadium Operations Contracts and this Interim Agreement. @BCL@EC0AEEFD - 10 - The Executive Director or designee 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 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. 9. Insurance. Section 10 of the Interim Agreement, entitled “Insurance” is hereby amended and restated in its entirety as follows: 10. Insurance. The Storm shall maintain insurance as set forth in Section 13 of the License Agreement at all times during the term of this Interim Agreement. In addition, the Storm shall maintain liquor liability coverage in an amount not less than $5 million at all times during the term of this Interim Agreement. The liquor liability coverage required pursuant to this Section 10 shall be separate from the coverage that may be required by the City of Lake Elsinore as a condition of approval to a Special Event Permit obtained in accordance with Section 4.3(b) herein. @BCL@EC0AEEFD - 11 - 8. City Manager/Executive Director. The City Manager of the City of Lake Elsinore serves in the capacity as Executive Director of the Successor Agency and al l references to “City Manager” in the Interim Agreement shall be synonymous with “Executive Director” as used in this Eighth Amendment and vice versa. 9. Accuracy of Recitals. The Parties acknowledge the accuracy of the foregoing Recitals, which are incorporated herein by this reference. 10. Authority; Priority of Amendment. This Eighth 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 Eighth Amendment. To the extent of any conflict between the terms of the Interim Agreement and the terms of this Eighth Amendment, the terms of this Eighth Amendment shall control. 11. Captions. The captions appearing in this Eighth Amendment are for convenience only and are not a part of this Eighth Amendment and do not in any way limit, amplify, define, construe, or describe the scope or intent of the terms or provisions of this Eighth Amendment. 12. Counterparts. This Eighth 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. 13. Commencement Date. The provisions of this Eighth Amendment shall commence on October 1, 2022 (the “Commencement Date”). @BCL@EC0AEEFD - 12 - IN WITNESS WHEREOF, the parties have executed this EIGHTH AMENDMENT TO STADIUM INTERIM MANAGEMENT AGREEMENT on the respective dates set forth below. “SUCCESSOR AGENCY” SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE Dated: By: Jason Simpson, Executive Director ATTEST: SUCCESSOR AGENCY SECRETARY By: Candice Alvarez, MMC, Agency Secretary APPROVED AS TO FORM: LEIBOLD McCLENDON & MANN, P.C. Successor Agency Counsel By: Barbara Leibold “STORM” LAKE ELSINORE STORM LP, a California limited partnership By: GJJ STORM MANAGEMENT, LLC, a California limited liability company Its: General Partner Dated: By: Gary E. Jacobs, Manager @BCL@EC0AEEFD EXHIBIT “C” EXHIBIT “C” CAPITAL REPAIR SCHEDULE DESCRIPTION – SUCCESSOR AGENCY OCTOBER 1, 2022 TO SEPTEMBER 30, 2023 CAPITAL REPAIRS VISTING LOCKER ROOM CAPITAL REPAIRS AND BATHROOMS (REMOVE INTERIOR OFFICES HERE) $750,000 VISITING LOCKER ROOM - NEED 4,000 SQ FT ADDITIONAL $400,000 UMPIRES LOCKER ROOM - NEED 1,000 SQ FT ADDITIONAL $100,000 CONCOURSE BATHROOMS - REPAIRS TO MEET HEALTH CODE $175,000 SAFETY MEASURES FOR CAGES, UMPIRES, GROUNDS AREA $75,000 DIAMOND CLUB - PLUMBING, FLOORING, HEALTH DEPT CAPITAL REPAIRS $200,000 UNDERGROUND SEWER AND PLUMBING PIPE REPAIRS $100,000 EMERGENCY CAPITAL REPAIRS $75,000 MAINTENANCE - EQUIPMENT REPLACEMENT $75,000 $1,950,000 @BCL@EC0AEEFD EXHIBIT “D” EXHIBIT “D” LAKE ELSINORE DIAMOND STADIUM SPECIAL EVENT PERMITS REQUIREMENTS OTHER STORM EVENTS 1. Spectator Parking and Attendants: a. The location of spectator parking is designated as the Diamond Stadium Parking lot(s) A, B & C. b. Appropriate Staffing for parking fees and direction is required. 2. ADA Compliant: a. Provide ADA Accessible Parking as close as practicable to the tract and admission area. b. Provide ADA Restrooms as near as practicable to the track and concession stands. c. Have personnel ready to assist handicap patrons as needed. 3. Event Access: a. Event access shall be coordinated with City Public Works Department Staff. b. No modifications to dirt right of way are permitted (levee, Malaga Rd). c. During hours of event operation, no vehicles shall be permitted to drive into, around, inside or leave the Event (base area). d. Access across private property for the Event Obstacle Course and Parking shall be secured with notarized right of entry permission. 4. Vendors & Exhibitors: a. All vendors selling food shall have the appropriate Riverside County Health Department Permits and submit to the Special Events Coordinator 20 days prior to event. b. All vendors selling products/services are required to maintain a City of Lake Elsinore Business License during the duration of the event (for convenience, the City offers one-day business licenses). c. A minimum of an eight-foot aisle way shall be provided between concessions, waste and sanitation facilities. d. Food vendors shall provide the equivalent of two 30-gallon trash containers within ten (10) feet of their concessions. e. Organizers shall provide one (1) standard booth space free of charge to the City. 5. Removable Fencing a. All removable fencing (bike or concert) must be secured as on immovable object. Each section must be secured so it cannot be broken, separated or moved by patrons. The Fire Marshal and Law Enforcement representative shall inspect the fencing prior to gates opening for the event. 6. Crowd Control: a. All security officers must be crowd control trained. 7. Generators: a. All liquid fuel generators shall have secondary containment and a spill kit located @BCL@EC0AEEFD EXHIBIT “D” within 100 feet of the secondary containment. 8. Amplified Sound & Noise Level: a. Amplified sound, live music and performances are permitted during the event. b. The Organizers shall not violate the City’s noise ordinance by disturbing the peace. 9. ABC Licensing and Permits: a. ABC Application to be submitted to the Sheriff’s Department no later than 20 days prior to the event. b. Applicant must comply with any and all requirements regulations indicated by the Department of Alcoholic Beverage Control. The issuance of an ABC letter is conditional and is subject to revocation for any violation of the Alcohol Beverage Control Act or other state law. Adequate security measures must be in place to secure all alcoholic beverages from patrons and to prevent accessibility to minors. i. Beer-ID checks on all persons 21 years and older wishing to purchase alcohol AND PUT A WRISTBAND ON EVERY PERSON 21 YEARS OR OLDER. ii. Limit of one (1) alcohol beverage per person per sale. iii. Alcohol sales to cease one (1) hour prior to end of event 10. Event Staffing: a. Applicant will provide a detailed security plan indicating security staffing levels and assignments subject to Sheriff’s approval 20 days prior to the event. 11. Law Enforcement: To Be Determined Based on Dates, Times, Location & Anticipated Attendance a. Motor Officers - b. Officers - c. Sheriff Sgt. - d. Mileage - 12. Accessibility of Law Enforcement and Emergency Responders: a. There shall be unobstructed access ways into the event for Law Enforcement and other emergency responders. There shall be clearly marked, unobstructed exits for patrons in the case of an emergency or the need for evacuation arises. 13. The Fire Safety requirements of the Lake Elsinore Fire Protection Planning are hereby referenced as a separate attachment and incorporated herein as part of the City’s conditions of approval. 14. Traffic Control: a. Traffic Control implementation and operation shall be according to the California Manual of Uniform Traffic Control Devices (CAMUTCD) or another City approved plan. @BCL@EC0AEEFD EXHIBIT “D” b. Signal timing coordination may be required at the discretion of the City Traffic Engineer. c. Provide diagram in support of sufficient parking (i.e approx. 3,500 spaces for attendance of 10,000) – to be adjusted based on anticipated attendance. 15. Portable Toilets and Wash Stations: a. All portable toilets and rinse stations shall be placed on level ground, be anchored and have secondary containment. b. Provide sufficient # of portable toilets (regular and ADA accessible) for anticipated event turnout. Contact your rental source for guidance. 16. Trash and Clean-Up: a. CR&R has an exclusive franchise for trash service in the City. They shall be used for trash containers for recycled and non-recycled trash/waste and for trash disposal. b. Regular and recyclable trash containers shall be placed throughout the Vendor Village (aka Lot B) and parking lots (aka Lots A, C and D). c. Clean-up of Lot B, Vendor Village shall be accomplished using dry clean-up methods; in the event wet clean-up is warranted, catch basins shall be protected and at no time shall runoff be directed to the Levee/Lake area. d. Best Management Practices shall be implemented during clean-up; no discharge into the Lake or City storm drain system is allowed. e. Organizers are responsible for same day clean-up of any tracking from the Event onto City streets (Diamond Circle, Malaga Road, Pete Lehr Drive, etc.) 17. Environmental: a. Organizers are responsible for ensuring that pollutants from the event do not enter the lake. City Municipal Code 14.08 defines "Pollutant" as: “Pollutant” means anything which causes the deterioration of water quality such that it impairs subsequent and/or competing uses of the water. Pollutants may include but are not limited to paints, oil and other automotive fluids, soil, rubbish, trash, garbage, debris, refuse, waste, hazardous waste, chemicals, animal waste, offensive matter of any kind. b. If event dirt is imported from outside the back basin area, it shall be removed from the back basin area after the event. i. A haul route is required for all import. ii. Hauling from a site in within the City limits requires a grading permit on the export site. iii. For import of more than 5,000 cubic yards, City Council Approval is required. c. If event dirt is secured from within the back basin area, it may be returned to the source. All disturbed areas shall be returned to the pre-disturbance condition as closely as possible. d. Catch basins in the field maintenance area shall be protected from event related discharge. e. If a rain event is forecast (10% chance or better) or occurring during a scheduled event, off site catch basins at Pete Lehr and Malaga Road shall be protected. @BCL@EC0AEEFD EXHIBIT “D” 18. Insurance: a. The Organizer(s) shall provide the City with a certificate(s) of insurance in the following amounts (subject to change based upon review of Special Event Permit Application): □ General Aggregate Per Event: $5,000,000 □ Auto Liability: $1,000,000 □ Workers Comp: $1,000,000 □ Alcohol: $5,000,000 b. The Organizer’s shall use the following additionally insured statement: City of Lake Elsinore its officers, elected and appointed officials, officers, agents, and employees are named as additional insured per attached ISO form CG20 10 11 85. 19. Promotion/Marketing Plan: a. The Organizer(s) shall provide the City with a promotional/marketing plan demonstrating the anticipated attendance. b. All promotional/marketing materials shall include the name “Lake Elsinore Diamond Stadium.” 20. The City assumes no responsibility for event related damage or repairs to the Stadium. 21. Summary of Fees: City Permit Application Processing Fee: Prevailing Rate as of Application Date City Refundable Security Deposit Fee: “ City Department Inspection Fee: “ Sheriffs Law Enforcement Fees (Paid to RSO): “ 22. The Special Event Permit may be revoked summarily by the City for non-compliance with any of these conditions as set forth above. Required information/documentation due no later than twenty (20) days prior to the event to the City of Lake Elsinore Special Event Coordinator: □ Conditions of Approval (2 copies with wet signatures and initials) □ Payment of Event Fees □ Security Deposit (on-file) □ Vendor List □ Business License(s) □ Health Department Permit □ Insurance Documentation □ Fire Safety Plan □ Traffic Control Plan 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 January 1, 2013 STADIUM INTERIM MANAGEMENT AGREEMENT THIS STADIUM INTERIM MANAGEMENT AGREEMENT (this "Interim Agreement"), dated as of January 1, 2013 (the "Effective Date"), 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 Interim Agreement: A. The former Redevelopment Agency of the City of Lake Elsinore entered into certain agreements involving the Premises (as defined herein) that shall be in force as of the Effective Date and described in this Interim Agreement as the "Stadium Operations Contracts." Certain of the Stadium Operations Contracts have been entered into with the Storm, LLC, a California limited liability company (the "Storm LLC"). The sole Member of Storm LLC was Lake Elsinore Storm L.P., a California limited Iiability company (the "Storm LP"). Storm LLC has been merged into Storm LP, with Storm LP being the surviving entity. Storm LP has assumed all rights and obligations under the Stadium Operations Contracts by operation of law. Pursuant to such Stadium Operations Contracts, Storm LP has been licensing the Stadium for baseball games and other events and maintaining the Stadium. An affiliate of the Storm LP, Golden State Concessions and Catering, Inc., a California corporation ("Golden State"), has been operating the concessions at the Stadium. B. Prior to February 1, 2012, the Redevelopment Agency was a community redevelopment agency duly organized and existing under the California Community Redevelopment Law (commencing at Section 33000 of the California Health and Safety Code) and authorized to exercise the powers of a redevelopment agency pursuant to action of the City Council of the City of Lake Elsinore. C. Prior to February 1, 2012, the Redevelopment Agency developed a stadium, baseball field, stadium, parking and related facilities commonly known as the "Lake Elsinore Diamond" on land owned by the Redevelopment Agency and described in Exhibit "A" attached hereto and incorporated by reference herein (collectively, the "Premises") and was engaged in the operations, maintenance and management of the Premises among other activities necessary and appropriate to carry out the redevelopment plan ("Redevelopment Plan") for the Rancho Laguna Project Area No. 3 ("Redevelopment Project"), which was adopted by the City Council of the City of Lake Elsinore pursuant to Ordinance No. 815 on September 8, 1987, and thereafter amended by Ordinance No. 987 on November 22, 1994, Ordinance No. 1249 on February 26, 2008 and Ordinance No. 1262 on April 28, 2009. D. The Stadium Operations Contracts were entered into for the purpose of improving the operations, maintenance, management and promotion of the Premises consistent with and in furtherance of the public purposes and provisions of the Redevelopment Plan and California Community Redevelopment Law and other applicable state and local laws and requirements under with the redevelopment of the Redevelopment Project had been undertaken. E. On December 29, 2011 in the petition California Redevelopment Association v. Matosantos (Case No. 5194861), the California Supreme Court upheld Assembly Bill X1 26 that added Parts 1.8 and 1.85 to Division 24 of the Health and Safety Code ("Dissolution Act"), which laws caused the dissolution of all redevelopment agencies in California, including the Redevelopment Agency, as of February 1, 2012. F. As of, on, and after February 1, 2012, the Redevelopment Agency became a dissolved redevelopment agency pursuant to the Dissolution Act. G. By the adoption of its Resolution No. 2012-001 on January 10, 2012, the City Council elected to have the City serve as the successor agency to the dissolved Redevelopment Agency under the Dissolution Act. H. As of, on, and after February 1, 2012, the Successor Agency began to perform and will continue to perform its functions as the successor agency to the dissolved Redevelopment Agency under the Dissolution Act. I. In functioning as the Successor Agency, the City Council and City are serving and acting in a role established by and carrying out functions pursuant to the Dissolution Act, which duties are distinct from the City Council and City's powers as a municipal corporation under the California laws and the California Constitution. J. Effective February 1, 2012, all assets, properties, contracts, leases, books and records, buildings, and equipment of the dissolved Redevelopment Agency were transferred to the control of the Successor Agency, for administration pursuant to the provisions of the Dissolution Act. K. As of February 1, 2012, the Successor Agency is the owner of Premises. L. As part of the Fiscal Year 2012-13 State budget package, on June 27, 2012, the California State Legislature passed, and the Governor signed, Assembly Bill 1484 ("AB 1484"), the primary purpose of which was to make technical and substantive amendments to the Dissolution Act based upon experience to date at the state and local level in implementing the Dissolution Act. As a budget trailer bill, AB 1484 took immediate effect upon signature by the Governor. M. AB 1484 established a schedule for adoption of a Recognized Obligation Payment Schedule for the period from January 1, 2013 through June 30, 2013 (herein referred to as the "Third ROPS") and for all subsequent Recognized Obligation Payment Schedules. AB 1484 also expanded the review period and authority of the Department of Finance ("DOF") to review and approve Recognized Obligation Payment Schedules and to make its determination "of the enforceable obligations and the amounts of funding sources of the enforceable obligations" listed thereon, including the authority to eliminate or modify any item on the Recognized Obligation Payment Schedules prior to its approval. N. By adoption of its Resolution No. OB 2012-11 on August 28, 2012, the Oversight Board of the Redevelopment Agency of the City of Lake Elsinore approved the Third ROPS pursuant to Section 34180 of the California Health and Safety Code. Stadium Interim Management Agt HNAL.doc -2- O. On August 28, 2012, the Successor Agency adopted the Third ROPS which listed, among other things, as enforceable obligation of the Successor Agency, the following obligations related to the Premises as more fully described and referenced therein: (i) Concession License Agreement, as amended ("Concession Agreement"); 0) (ii) License Agreement, as amended ("License Agreement"); (iii) Stadium Field and Maintenance Agreement, as amended ("Maintenance Agreement"); and (iv) Stadium operations and maintenance obligations. The Concession Agreement, the License Agreement and the Maintenance Agreement are collectively referred to herein as the "Stadium Operations Contracts." P. Following approval of the Third ROPS by the Oversight Board and the Successor Agency, the Third ROPS was transmitted to the DOF and subsequently approved as to the above - referenced enforceable obligations related to the Premises. Q. 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 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. AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Agency and Storm hereby agree as follows: 1. Definitions As used in this Interim Agreement, capitalized words and phrases set forth in the body of this Interim Agreement shall have the same meaning as set forth in the Stadium Operations Contracts unless otherwise defined herein. 2. Storm's Responsibility for Maintenance and Upkeep 2.1. Maintenance. Subject to the Successor Agency's obligations herein with respect to Capital Repairs, throughout the Term and subject to the terms and conditions of the Stadium Operations Contracts, Storm shall take all additional necessary actions, ,to maintain the Premises and all components thereof, of whatever kind or nature, as may be necessary to keep the Premises in a first class condition and a good state of appearance and repair and in accordance with the Maintenance Standards, ordinary wear and tear excepted, which shall be substantially ,stadium Interim Management Agt FINAL.doc -3- the condition in which the Premises are received on the Effective Date. In accordance with the terms and conditions of this Section, Storm shall be solely responsible for complying with the Maintenance Standards. 2.2. Compliance with League Standards. It is the intent of the parties that the services to be performed by the Storm pursuant to Sections 2.1 of this Interim Agreement shall also be consistent with the standards set forth by the League and the NA and should result in the Stadium being maintained in "first class" condition. The Successor Agency and the Storm acknowledge and agree that those items set forth in the Maintenance Standards are items which the Storm has agreed to perform in order to satisfy its maintenance obligations hereunder and that there may be additional items of maintenance which are not identified. 2.3. Maintenance Supervisor and Personnel. In entering into this Interim Agreement, the Successor Agency is relying upon the identity of the General Manager of the Storm as of the Effective Date and his personal supervision of the Storm's obligations hereunder. The Storm shall notify the City Manager in writing of any change in the identity of the General Manager at any time during the Maintenance Term. Provided, however, that nothing in this Section 2.3 shall relieve the Storm from performing its obligations hereunder despite the change in the identity of the General Manager. 2.4. Review Meetings. As often as necessary, but in no event less than one time per month during the Maintenance Term, the General Manager, or his/her designee, and the City Manager, or his/her designee, shall meet at a mutually agreed upon time and place in order to discuss the condition of the Stadium and the performance of the Storm hereunder and any other applicable issues. 2.5. Hazardous Materials. In performing its obligations under this Interim Agreement, the Storm shall be subject to the provisions related to Hazardous Materials set forth in the Concession Agreement. 3. Supplies. Notwithstanding any contrary provision of the Interim Agreement, the Storm shall provide the supplies necessary for the Storm to perform its obligations hereunder and under the Stadium Operations Contracts. 4. Stadium Equipment and Stadium Use. 4.1. Use by the Storm. Notwithstanding any contrary provision contained in the Stadium Operations Contracts, the Storm shall be entitled to use any Agency Equipment in connection with the performance of its obligations hereunder. All other items of equipment which are necessary for the Storm to meet its obligations hereunder shall be supplied by the Storm at its sole cost and expense. 4.2. Maintenance and Repair of Equipment. Notwithstanding any contrary provision contained in the Stadium Operations Contracts, the Storm shall be responsible for providing the maintenance and repair of all Equipment. The replacement of Equipment shall be treated as a Capital Repair. Stadium Interim Management Agt FINAI,.doc -4- 4.3. Stadium Use. The Storm may also utilize the Stadium for events and activities during the Term on dates which the Stadium is not otherwise in use for Storm Events or other reserved uses, at its sole cost and expense, without any additional license fee or charge incurred, except for Storm's obligations with respect to maintenance as provided herein. 5. Utilities. Notwithstanding any contrary provision contained in the Stadium Operations Contracts, the Storm shall be responsible for the payment of all Utilities. 6. Term of Agreement; Termination 6.1. Term. The term of this 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, 2013. 6.2. Rights of Termination Prior to Expiration of the Term (a) June 30, 2012 Termination. Successor Agency may terminate this Interim Agreement effective as of June 30, 2013, by giving written notice thereof to the Storm no later than May 30, 2013. (b) 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. (c) 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 parry'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. (d) 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. 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) License Fee: Under the License Agreement, the Storm is required to pay to the Successor Agency a License Fee in the amount of $470,948. (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 Interim Agreement, Successor Agency is required to pay Storm an Annual Maintenance Fee of $219,858. Stadium Interim Management Agt FINAL.doc -5- 7.2. Storm Compensation for Interim Agreement. During the Term 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 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 Additional Interim Management Fee. Successor Agency shall pay to Storm $350,142, payable in equal monthly installments of $29,178.50 during the Term ("Additional Interim Management Fee"). Successor Agency shall continue to pay the Annual Maintenance Fee as identified in Section 7.1(c) (i.e., $219,858) which shall be payable in equal monthly installments of $18,321.50). This, along with the Additional Interim Management Fee (i.e., $350,142, payable in equal monthly installments of $29,178.50) will result total cash payment from the Successor Agency to the Storm of $570,000 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 $47,500. 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 parry's best interests to enter into this Agreement for the efficient use and operation of the Stadium. 8. Capital Repairs. Capital Repairs shall be governed by the applicable provisions of the Stadium Operations Contracts. 9. Alterations. Alterations shall be governed by the applicable provisions of the Stadium Operations Contracts. 10. Insurance. The Storm shall maintain insurance as set forth in Section I3 of the License Agreement at all times during the term of this Interim Agreement. 11. Assignment. 11.1. Assignment by the Storm. Neither this Interim Agreement nor any part hereof may be assigned by the Storm without the prior written consent of the City Manager which consent may not be unreasonably withheld, provided, however, that the Successor Agency shall not withhold consent to an assignment of this Interim Agreement to Diamond Stadium Group, LLC. Any approved assignee will be subject to all of the terms and conditions of this Interim Agreement. Stadium Interim Management Agt F[NAL.doc -6- 11.2. Assignment by the Successor Agency. The Successor Agency may assign this Interim Agreement concurrently with an assignment of the Stadium Operations Contracts upon satisfaction of the terms for such assignment. 12. Controlling Law Venue. This Interim Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Interim Agreement shall be held exclusively in a state court in the County of Riverside. 13. Litigation Expenses and Attorneys' Fees. If either party to this Interim Agreement commences any legal action against the other party arising out of this Interim Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees. 14. Mediation. The parties agree to make a good faith attempt to resolve any disputes arising out of this Interim Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and share the costs of mediation equally. If the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS/ENDISPUTE ("JAMS") or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five mediators selected by JAMS and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation. 15. Execution. This Interim Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Interim Agreement, it shall not be necessary to produce or account for more than one such counterpart. 16. Status. At all times during the term of this Interim Agreement, the Storm, its agents, contractors and employees, shall be and remain independent contractors, and shall not be considered to be agents, employees, partners or joint venturers of the Successor Agency or its affiliates or designees. 17. Indemnification and Hold Harmless. The Successor Agency and the Storm shall each indemnify, defend and hold harmless, the other party, and their respective agents, officers, members, managers, employees, contractors and affiliated and related entities from any and all losses or damage and from any and all liability, suits, actions or claims brought or made by any person or persons arising or resulting from any and all activities and operations of a particular party, that party's agents, employees, contractors, members, managers, affiliates, successors and assigns arising out of the performance of this Interim Agreement to the maximum extent permitted by law. 18. Destruction. Destruction of the Premises, in whole or in part, shall be governed by the applicable provisions of the Stadium Operations Contracts. 19. Events of Default by the Storm and the Successor Agency's Remedies Stadium Interim Management Agt FINAL.dm -7- 19.1. Event of Default by the Storm. The Storm's failure to keep, perform and observe each and every promise, covenant, condition and agreement set forth in this Interim Agreement on its part to be kept, performed or observed within thirty (30) days after written notice of default thereunder from the Successor Agency, except where fulfillment of the Storm's obligation requires activity over a period of time and the Storm shall have commenced to perform whatever may be required to cure the particular default within ten (10) days after such notice and continues such performance diligently and without interruption except for causes beyond its control is hereinafter referred to as an "Event of Default by the Storm." 19.2. No Waiver. No waiver by the Successor Agency of any default on the part of the Storm in the performance of any of the terms, covenant, or conditions hereof to be performed, kept or observed by the Storm shall be or be construed to be a waiver by the Successor Agency of any other or subsequent default in performance of any of said terms, covenants and conditions. 19.3. Successor Agency Remedies. If any of the Events of Default by the Storm enumerated in this Section occur and after due notice as provided herein, the Storm has failed to cure or correct such default, then, in addition to any and all rights and remedies of the Successor Agency hereunder and/or by law provided, the Successor Agency shall have the right: (a) To declare the Term hereof ended and to terminate this Interim Agreement. (b) To request in writing a written report from the Storm concerning all of its debts and obligations, financial status and prospective income. If such report is not delivered to the Successor Agency within one month thereafter, prepared by the Storm's accountants, it shall be the right of the Successor Agency"s representatives and accountants to inspect all books of accounts and records of the Storm for the purpose of obtaining such information. From the date of such request, the Storm shall not make any further arrangements for the presentation of any such event in the Stadium unless authorized in writing by the Successor Agency to do so. The Storm shall be permitted to continue to present any event that is under contract at such time to take place in the Stadium. The Storm shall also be permitted to finish out all or part of the remainder of its season. Upon receiving the financial information above specified and examining the same, it shall be the right, but not the obligation, of the Successor Agency to declare the Term hereof ended, to specify the termination date, and on said termination date to re-enter the Stadium and remove all persons connected with the Storm therefrom and the Storm shall have no further claim thereon or hereunder. (c) The remedies given to the Successor Agency in this section shall be in addition and supplement to all other rights or remedies which the Successor Agency may have under the laws then in force. (d) The Storm hereby waives any and all rights of redemption granted by or under any present or future law, or statute, arising in the event it is evicted or dispossessed for any cause or in the event the Successor Agency obtains or retains possession of the Stadium or any part thereof in any lawful manner. Stadium Interim Management Agt FINAL.doc -8- 19.4. Mitigation. If the Event of Default of the Storm enumerated in Section 19.1 can be cured, corrected or mitigated by the Successor Agency, the Successor Agency may take such action as it deems necessary and appropriate to cure, correct or mitigate such default, but without any obligation to do so. 20. Events of Default by the Successor Agency and the Storm's Remedies. 20.1. Event of Default by the Successor Agency. The Successor Agency's failure to keep, perform and observe each and every promise, covenant, condition and agreement set forth in this Interim Agreement, including without limitation the payment of the Additional Interim Management Fee, on its part to be kept, performed or observed within thirty (30) days after written notice of default thereunder from the Storm, except where fulfillment of the Successor Agency's obligation requires activity over a period of time and the Successor Agency shall have commenced to perform whatever may be required to cure the particular default within ten (10) days after such notice and continues such performance diligently and without interruption except for causes beyond its control is hereinafter referred to as an "Event of Default by the Successor Agency." 20.2. No Waiver. No waiver by the Storm of any default on the part of the Successor Agency in the performance of any of the terms, covenants, or conditions hereof to be performed, kept or observed by the Successor Agency shall be or be construed to be a waiver by the Storm of any other or subsequent default in performance of any of said terms, covenants and conditions. 20.3. Storm Remedies. If the Event of Default by Successor Agency enumerated in Section 20.1 of this Interim Agreement occurs and after notice as provided herein, the Successor Agency has failed to cure or correct, then in addition to any and all rights and remedies of the Storm hereunder and/or by law provided, it shall be the right of the Storm to declare the Term ended and to terminate this Interim Agreement by written notice to the Successor Agency. 20.4. Mitigation. If the Event of Default of the Successor Agency enumerated in Section 20.1 can be cured, corrected or mitigated by the Storm, the Storm may take such action as it deems necessary and appropriate to cure, correct or mitigate such default, but without any obligation to do so. 20.5. Other Remedies. The remedies given to the Storm in this section shall be in addition to and supplemental to all other rights or remedies which the Storm may have under the laws then in force. 21. Further Assurances. The Successor Agency and the Storm will each take any and all other actions, and execute and deliver any and all other documents, as may be required or reasonably requested in order to effectuate the terms and provisions set forth in this Interim Agreement. 22. Authority. The Successor Agency and the Storm each represent and warrant to the other parry that they have all necessary right, power and authority to enter into this Interim Agreement, and to fully perform each and all of their respective obligations hereunder. Stadium Interim Management Agt FINAL.doc -9- 23. Other Claims. The agreement herein is not intended to deprive either party of any claims it may have against Lakeside or any related entity nor shall it obligate either party to assume any of Lakeside's liabilities under the Letter Agreement or the Stadium Lease. 24. Notice. All notices, requests, demands or documents which are required or permitted to be given or served hereunder shall be in writing and delivered personally or delivered by United States mail, postage prepaid, certified return receipt requested, or a national or regional overnight courier (e.g., FedEx, Overnight Express, etc.) addressed as follows: To Successor Agency at: Successor Agency of the Redevelopment Agency of the City of Lake Elsinore 130 S. Main Street Lake Elsinore, California 92530 Attn: City Manager with a copy to: Barbara Zeid Leibold Leibold McClendon & Mann, P.C. 23422 Mill Creek Drive, Suite 105 Laguna Hills, California 92653 To Storm at: Diamond Stadium Group, LLC 500 Diamond Drive Lake Elsinore, California 92531 Attn: Gary Jacobs with a copy to: Robert B. Lapidus Law Office of Robert B. Lapidus 875 Prospect Street, Suite 220 La Jolla, CA 92037 Notice shall be deemed to have been delivered only upon actual delivery to the intended addressee in the case of either personal service or courier. The addresses for purposes of this Section 24 may be changed by giving written notice of such change in the manner provided herein for giving notices. Unless and until such written notice is delivered, the latest information stated by written notice, or provided herein if no written notice of change has been delivered, shall be deemed to continue in effect for all purposes hereunder. 25. Severability. The invalidity or illegality of any provision shall not affect the remainder of this Interim Agreement and all remaining provisions shall, notwithstanding any such invalidity or illegality, continue in full force and effect. 26. Administration. Unless clearly indicated otherwise, any action, decision, direction, notice or approval to be given by the Successor Agency hereunder may be given by the City Manager, provided, however that the City Manager, in his/her absolute discretion may determine that such matter must be submitted to the legislative body of the Successor Agency and/or to the Oversight Board of the Redevelopment Agency of the City of Lake Elsinore. Stadium Interim Management Agt FINALA)c -10- Unless clearly indicated otherwise, any action, decision, direction, notice or approval to be given by the Storm hereunder may be given by the Storm's General Manager, provided, however that the General Manager in his/her absolute discretion may determine that such matter must be submitted to the Storm's Board of Directors. 27. Nature of this Agreement. This Interim Agreement is in the nature of a services agreement and is not intended to create a lease, license or other possessory interest or other interest in real property of any kind. IN WITNESS WHEREOF, the parties have executed this Interim Agreement on the respective dates set forth below. "SUCCESSOR AGENCY" SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE By: Grail tes, Executive Director ATTEST: APPROVED AS TO FORM: , P.C. "STORM" LAKE ELSINORE STORM LP, a California limited partnership By: GJJ STORM MANAGEMENT, LLC, a California limited liability company Its: General P r By: Gary E. Jacobs, M ger Stadium Interim Management Agt 17INAL.doc -I I- EXHIBIT "A" DESCRIPTION OF LAND APN 373-210-040 PARCEL 2, AS SHOWN BY PARCEL MAP 27852, ON FILE IN BOOK 182 PAGES 19 THROUGH 24, INCLUSIVE, OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. APN 373-210-042 PARCEL 3, AS SHOWN BY PARCEL MAP 27852, ON FILE IN BOOK 182 PAGES 19 THROUGH 24, INCLUSIVE, OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. Stadium Interim Management Agt FINAL.doc EXHIBIT "A" Page 1 of 1 defacing marks, including prompt removal of all graffiti and defacement of any type; (i) cleaning all portions of the Premises and removing all trash and debris promptly after each event held at the Stadium and replacing the light bulbs in the administrative offices, stores, food and beverage concession areas, and locker room; (j) maintenance, repair and replace (if necessary) the scoreboard, Tri-Visions, the Video Message Boards and/or advertising panels, including but not limited to the replacement of isolated bulbs/panels in connection therewith; (k) maintain, repair and replace (if necessary) the sound system, including amplifiers, control panels and speakers; (1) slurry and stripe Parking Lots A, B and C and the access road to the maintenance area, as necessary, but not less than every 5 years. Stadium Interim Management Agt FINAL.doc EXHIBIT `B" Page 2 of 9 Attachment No. to Exhibit "B" LAKE ELSINORE DIAMOND STADIUM ROUTINE MAINTENANCE LANDSCAPE OUTSIDE STADIUM DAILY WEEKLY MONTHLY QUARTERLY ANNUALLYAS NEEDED Mow and edge all turf X Fertilize X Replace flowers X Trim shrubs X Trim trees X Fertilize Slopes X Maintain irrigation X Booster Pump Service Back flows Service BUILDING MAINTENANCE DAILY WEEKLY MONTHLY QUARTERLY ANNUALLY AS NEEDED Test hot water heater pumps X Clean Dugouts X Fill, Rinse & Test Dugout Sump Pump & Sump Pumps 1 & 3 base X Service Outfield clarifier (sump pump) Fill & Rinse, Test X Service Air conditioners, heaters, vents & filters X Elevator X Pest control X Repair & Paint Home Run fence X Fire Sprinklers Service ATTACHMENT NO. 1 TO EXHIBIT "B" Stadium Interim Management Agt FRVAL.doc DAILY WEEKLY MONTHLY QUARTERLY ANNUALLY AS NEEDED Overhead oven hoods Service Oil all doors X Electrical panels X Stadium Seats 1 Apply UV protection X Paint hand rails X Clean out all drains X Press box windows X Sound System X Roof drains X Exhaust Fans, vents & filters X Gates "oil" X Alarms X Stadium Seating X Back flows Service Concession roll -up doors X Emergency Generator Service/Load Test Paint all black poles X Paint all securi li hts X Paint all gates X Paint Fountain X Clean & Service Fountain X Replace lights I X Tighten Hardware X PARKING LOT MAINTENANCE DAILY WEEKLY MONTHLY QUARTERLY ANNUALLY AS NEEDED Slurry Seal & Restripe X Repair & Replace Lights X Repair, Replace Lights Sidewalk Historic X ATTACHMENT NO. 1 TO EXHIBIT `B" Stadium Interim Management Agt FINALdoc DAILY WEEKLY MONTHLY QUARTERLY ANNUALLY AS NEEDED Lights Repaint Historic Sidewalk Lights X Repaint Gates X LOWER MAINTENANCE SHOP AREA BEHIND HOME RUN WALL Remove All Inoperable Equipment & X Vehicles Maintain Fire Access X Maintain Maintenance Building X ATTACHMENT NO. 1 TO EXHIBIT "B" Stadium Interim Management Agt FINAL.doc ROUTINE MAINTENANCE SCHEDULE Attachment No. 2 to Exhibit `B" 1. STADIUM BOWUFUN ZONE AREA. A. FOLLOWING EACH EVENT: Seating and Concourse Area: (i) Collect and remove all major debris and trash (ii) Hose down floors and seats (iii) Wipe down all stadium seats (iv) Squeegee floor of stadium bowl (v) Sweep concourse (vi) Spot mop concourse floor (vii) Wipe down counter tops at concession stands (viii) Wipe down turnstiles and entry gates (ix) Wipe down all hand rails (x) Clean restrooms Restroom Services: (xi) Empty and wipe out all waste paper receptacles (xii) Empty sanitary napkin containers and replace insert (xiii) Polish all metal and mirrors (xiv) Clean and disinfect wash basins, toilet bowls and urinals (xv) Disinfect underside and tops of toilet seats (xvi) Spot clean tile walls and toilet partitions (xvii) Spot clean walls around wash basins (xviii) Clean floors with a germicidal solution (xix) Refill soap, towel, tissue and seat cover dispensers B. SEMI -WEEKLY SERVICE: Pour clean water down floor drains to prevent sewer gases from escaping C. WEEKLY SERVICES: (i) Wash down ceramic tile walls and toilet compartment partitions (ii) Perform high dusting D. MONTHLY SERVICES: (i) Brush down door and ceiling vents ATTACHMENT NO. 2 TO EXHIBIT "B" Stadium Interim Management Agt F NAL.doc (ii) Machine scrub and reapply finish to all hard surface floors (iii) Clean light fixtures on concourse and in restrooms 2. LUXURY BOXES AND PRESS BOX. A. FOLLOWING EACH EVENT: (i) Collect and remove trash (ii) Vacuum carpets (iii) Wipe down counter tops and chairs (iv) Clean inside windows (v) Polish and clean stairwell and elevators (including polishing of elevator doors) (vi) Clean restroom - see restroom specifications (paragraph A) 3. LOWER LEVEL. (Includes Clubhouse areas, umpire room, tunnels, stairways, dugouts, training room, coach's room, stadium office, etc.) A. FOLLOWING EACH EVENT: (i) Collect and remove trash and debris (ii) Vacuum carpeted areas (iii) Sweep and wet mop hard surface floors (iv) Clean restroom and shower rooms (see restroom detail specification -- Paragraph A). 4. PARKING LOT A, B, AND C. A. FOLLOWING EACH EVENT: Police parking lots and remove all major debris 5. RETAIL STORE. A. FOLLOWING EACH EVENT: (i) Collect and remove all trash (ii) Vacuum floors (iii) Spot clean glass display cases (iv) Dust as necessary ATTACHMENT NO. 2 TO EXHIBIT "B" Stadium Interim Management Agt FINAL.doc 6. DIAMOND CLUB. (Seating Area and Restrooms Only). A. FOLLOWING EACH EVENT: Seating Area (i) Collect and remove trash (ii) Vacuum carpeted areas (iii) Sweep and wet mop hard surfaces floors (iv) Knock down cobwebs (v) Wipe down entry doors, door jambs (vi) Wipe down tables and chairs (vii) Dust pictures and fixtures Restrooms: (i) Empty and wipe out all waste paper receptacles (ii) Empty sanitary napkin containers and replace insert (iii) Polish all metal and mirrors (iv) Clean and disinfect wash basins, toilet bowls and urinals (v) Disinfect underside and tops of toilet seats (vi) Spot clean tile walls and toilet partitions (vii) Spot clean walls around wash basins (viii) Clean floors with a germicidal solution (ix) Refill soap, towel, tissue and seat cover dispensers 7. MISCELLANEOUS TASKS - ALL AREAS. A. (AS REQUIRED) (i) Knock down cobwebs (ii) Clean air registers (iii) Wipe down entry doors, door jambs (iv) Wipe down display signage 8. DURING STORM GAMES AND OTHER STADIUM EVENTS. A. The "game shift crew" will provide the following services between the hours of 3:00 p.m. through 11:00 p.m. during Storm Games and Other Stadium Events. The game shift crew will include female employee to clean women's restroom and male employee to clean men's restrooms. This is necessary so that restroom inspections and cleaning can take place without closing the restrooms during game time. (NOTE: hours may vary depending on game and schedule). (i) Remove trash promptly after each event (ii) Sweep debris from concourse and stadium bowl (iii) Police restrooms (iv) Re -stock restrooms ATTACHMENT NO. 2 TO EXHIBIT "B" Stadium Interim Management Agt FINAL.doc (v) Perform minor maintenance to toilets, urinals, and sinks (vi) Remove spills (vii) Wipe down hand rails (viii) Police stairwells and elevators (ix) Police luxury boxes and press box (x) Spot clean glass (xi) Perform preliminary cleaning of restrooms upon departure of crowd 9. ADMINISTRATIVE OFFICES 5 DAY SERVICE - MONDAY THROUGH FRIDAY A. DAILY SERVICES: (i) Sweep hard surface floors with chemically treated dust mop (ii) Vacuum all carpeted areas (iii) Spot clean composition floors and carpets (iv) Dust desks, chairs and all other office furniture (v) Clean glass desk tops (vi) Dust desk accessories (vii) Properly position furniture in offices (viii) Empty all waste baskets and carry trash to pick up area (ix) Spot clean door, door frames and counters (x) Spot clean partition and door glass (xi) Spot clean around wall switches (xii) Clean and polish drinking fountains (xiii) Check doors and windows upon completion of work assignments B. WEEKLY SERVICES: (i) Dust horizontal surfaces (ii) Fully vacuum all carpets (iii) Maintain janitor's closet C. MONTHLY SERVICES: (i) Perform high dusting i.e., door sashes and tops of partitions (ii) Dust picture frames and clean glass (iii) Brush down wall and ceiling vents (iv) Thoroughly vacuum upholstered furniture as needed (v) Dust Venetian blinds (vi) Machine scrub and reapply finish to all hard surface floors ATTACHMENT NO.2 TO EXHIBIT "B" Stadium Interim Management Agt FINALdoc