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HomeMy WebLinkAboutStadium Interim Management Agreement 3rd Amendment (2016) THIRD AMENDMENT (2016) TO STADIUM INTERIM MANAGEMENT AGREEMENT THIS THIRD AMENDMENT (2016) TO STADIUM INTERIM MANAGEMENT AGREEMENT (the "Third Amendment"), dated for identification as of September 22, 2015, is made by and between the SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE ("Successor Agency"), and the LAKE ELSINORE STORM LP, a California limited partnership ("Storm"). RECITALS The following recitals are a substantive part of this Amendment: A. The Successor Agency and the Storm entered into that certain Stadium Interim Management Agreement dated January 1, 2013 (the "Interim Agreement") to provide for the performance by the Storm of certain maintenance, upkeep, and operations of the Premises (as defined in the Interim Agreement). Capitalized terms used herein which are not otherwise defined herein shall have the meaning ascribed to them in the Interim Agreement. B. The Interim Agreement was successfully implemented during calendar year 2013 to provide for efficient and cost effective management, maintenance and operation of the Premises. C. In order to provide for the efficient and cost effective management, maintenance and operation of the Premises for calendar 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"). D. In order to provide for the 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"). E. The obligations set forth in the Interim Agreement, First Amendment, and Second Amendment have been included in prior Recognized Obligation Payment Schedules approved by the Successor Agency, the Oversight Board of the Successor Agency ("Oversight Board") and the Department of Finance ("DOF"). F. The Second Amendment will expire on December 31, 2015 and the parties desire to enter into this Third Amendment to provide for the efficient and cost effective management, maintenance and operation of the Premises for calendar year 2016. G. Capital repairs for 2016 of approximately $3,286,912, as included in this Third Amendment, reflect that the Stadium is twenty two (22) years old and in need of significant capital repairs, including, without limitation, replacement of Stadium seating, improvements to comply with revisions to the Americans with Disabilities Act, retrofitting of plumbing, Third Amendment to Stadium Interim Management Agt Final - 1 - 1. Term of Agreement; Termination. Section 6 of the Interim Agreement, entitled "Term of Agreement; Termination," is hereby deleted in its entirety and replaced with the following: 6. Term of Agreement; Termination 6.1. Term. The term of the Interim Agreement (hereinafter the "Term") shall commence on the Effective Date and shall, unless earlier terminated in accordance with Sections 6.2, 19, or 20 hereof, automatically terminate on December 31, 2016. 6.2. Rights of Termination Prior to Commencement and Expiration of the Term (a) January 1, 2016 Termination. Successor Agency may terminate this Interim Agreement prior to the Commencement Date, by giving written notice thereof to the Storm no later than November 30, 2015. (b) June 30, 2016 Termination. Successor Agency may terminate this Interim Agreement effective as of June 30, 2016, by giving written notice thereof to the Storm no later than May 30, 2016. (c) Default. The Successor Agency and Storm shall have the right to terminate this Interim Agreement as a result of an uncured Default hereunder. Any such termination shall be made in accordance with Sections 19 or 20. (d) Party's Property and Offset. Upon termination of this Interim Agreement under this Section 6.2, all materials and equipment purchased by either party hereunder in connection with this Interim Agreement shall remain that party's property. In addition, the Storm shall be entitled to an offset for all of the Storm's services rendered hereunder through the effective date of any such termination. (e) Effect of Termination. Notwithstanding the termination of this Interim Agreement pursuant to this Section 6.2, the provisions of Stadium Operations Contracts shall remain in full force and effect. 2. Comnensation. 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) 2016 License Fee: Under the License Agreement, the Storm is required to pay to the Successor Agency a License Fee in the amount of $497,297 for 2016. Third Amendment to Stadium Interim Management Agt Final - 3 - The Successor Agency's Executive Director or designee ("Executive Director") will designate certain Capital Projects that shall be subject to the Department of Public Works' direct administration of the bid process and award of contract consistent with the applicable legal requirements. The Storm will undertake and complete such other Capital Repairs as set forth in Exhibit"C" as are mutually agreed. To the extent that The Storm undertakes such other Capital Repairs not undertaken by the Successor Agency, The Storm shall obtain not less than three (3) bids from qualified contractors unless otherwise excused by the Executive Director. Without limiting the Executive Director's discretion, the bidding requirement herein may be excused in situations involving emergencies and sole source contractors. In addition, The Storm acknowledges the general requirement that certain Capital Repairs are subject to the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates with respect to certain capital improvements, repairs and maintenance work paid for in whole or in part out of public funds. Accordingly, The Storm agrees to, in the administrative of the bidding and contractor selection process, inform prospective bidders of the requirement to comply with the Prevailing Wage Laws. The Storm may confer with the Executive Director and seek direction with respect to whether or not a certain Capital Repair is subject to the Prevailing Wage Law. Prior to The Storm awarding a contract for a Capital Repair to a qualified contractor, the Executive Director shall: (i) confirm that The Storm has followed the proper bidding procedures for selection of a contractor; and (ii) approve the selection of the contractor and the form of any agreement between The Storm and the contractor. Upon completion of the Capital Repair (or a component thereof supporting a deposit or in-progress reimbursement), The Storm shall deliver to the Executive Director a written reimbursement request and supporting documentation (such as third party invoices, lien releases and cancelled checks). To the extent that the reimbursement request is for a completed Capital Repair, The Storm shall, if applicable, submit as-built drawings or similar plans and specifications for the items to be reimbursed. 4. Accuracy of Recitals. The Parties acknowledge the accuracy of the foregoing Recitals, which are incorporated herein by this reference. Third Amendment to Stadium Interim Management Agt Final - 5 - IN WITNESS WHEREOF, the parties have executed this Amendment on the respective dates set forth below. "SUCCESSOR AGENCY" SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LAKE ELSINORE Dated: By: Grant Yates, Executive Director ATTEST: SUCCESSOR AGENCY ACTING SECRETARY By: Diana Giron 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 Third Amendment to Stadium Interim Management Agt Final - 7 - LAKE ELSINORE STORM-DIAMOND STADIUM CAPITAL REPAIR SCHEDULE THIRD AMENDMENT TO THE INTERIM MANAGEMENT AGREEMENT ROPS 15-16B ROPS 16-17A CAPITAL REPAIR Retrofit IIVAC system $ 103,234.06 $ Repaving parking lots A&B - 345,000.00 Stadium seating 350,000.00 875,000.00 Repainting stadium green(remaining steeland pipes) - 100,000.00 Diamond Club furniture 29,500.00 - Desert landscaping stadium - 40,000.00 Sewer Lift Station 350,000.00 - Concessions/Plumbing Retro fit 230,500.00 275,000,00 Diamond Club Lights 22,000.00 Home/Visitor Locker Room Carpet 30,000.00 - Diamond Club Refurbishment 14,000.00 Electrical Upgrade-Fun Zone 24,000.00 Replace Wall Padding 55,000.00 Stadium backstop netting 45,000.00 Souvenir Lighting&Ceiling Tiles 20,000.00 Flooring&Painting(Visitors side/Home Side/Press Box) 64,000.00 Press Box renovation 28,500.00 Toilets,Trash Cans,Tables 59,600.00 First Aid Room Upgrade 17,500.00 Media Room Upgrade - 12,000.00 Bathrooms(Epoxy-OPS/Family) 21,000.00 Refurbish Counting Room 16,000.00 Diamond Club Wood&Cabinet-Refinish 14,000.00 Security Room Carpet/Wood Replacement Outfield 4,667.00 Fencing 15,000.00 Equipment Replacement: Fork lift 30,000.00 John Deere Pro Gator maintenance 27,500.00 John Deere Aerator 19,800.00 Polaris Ranger 15,000.00 Cleaning Carl 15,000.00 Honda Plat Compactor 3,010.00 Honda FC600 Walk Behind Tiller 2,150.00 Two Generators 2,100.00 Fairtender Conditioners Shaft Blades 4,050.14 Gear Drive 7,900.00 $ 1,SB0,912.00 $ 1,706,000.00 EXHIBIT"C"