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H'CP SPORTS COMPLEX —PHASE II • Assembled Project Team: Community Services, Public Works, Special. Projects Manager, - Administrative Services; City Attorneys Office, and Hennessey Group., • RFPs: .July 2002 to six: nonprofit sports organizations for Phase'' II Central Park Sports Complex. Community Parks Foundation, Inc. (C.PF), Salem, Oregon.. selected. • Community Services Commission: reviewed master plan and general terms of CPF HCP SPORTS COMPLEX -PHASE II Valley Crest: site preparation. CPF: install, operate, and maintain sports systems. Management agreement is not a lease. CPF will have no .land or possessory interest in the sports complex property; city owns sports systems; and CPF manages those systems for city. CPF paid management fee of 15% of gross revenues generated from operation. (after lease/purchase payment for sports systems). • Five-year agreement with CPF; city, at its discretion, may extend for an additional five years. • CPF. has.secured the tax exempt lease/purchase financing for Phase II from Prime Funding source, equipment is collateral (not: the General Fund). Phase I without Phase iI ($804)192) Phase I plus Phase II ($24616.1.1). PROFORMA OF REVENUE & EXPENSES Prepared by Hennessey :Group Financial Consultants REVENUE: City Program Income (User. Fees) - Phase I . 502,940 Revenue from CPF - Phase 11 (Net Revenue) 557,582 Sponsorships 222,300 Food Concessions — Phase l 54,322 Wal-Mart Sales Tax Allocation 200.000 Total Revenue $1,537,144 EXPENSES.' Debt service on bonds $111011755 M&0 Public Works - Phase l 308,000 Utilities 53,000 Community Services Costs'- Phase I 175,000 Methane Mitigation (1St year cost) 111,000 CowBird Mitigation 35.000 Total Expenses: $11783,755 Total Revenues $1153.71144 Total:.Expenses 1,783,755 Shortfall to the General Fund $ (2461611) REVENUE ENHANCEMENT1 - PARKING FEE Sports Complex Parking Revenue Expenses Net. Parking Revenue Phases I & II Shortfall Net Overall Project Revenue $476,240... -531080.* . $42 3:1160 -246,611 +$176, 549 *includes 10-year payback of $16,000 per year to PA&D Fund for Pay & Display machines. RECOMMENDATIONS • Approve Agreement with Community Parks Foundation. • Approve the allocation of $1.29,198 ($94,200 for NUVIS Landscape Architects and $34,998 for six months consultant services of Community Parks Foundation) from the Park Acquisition .& Development Fund unappropriated fund balance. • Authorize the Mayor and City Clerk to execute a lease/purchase agreement :with Prime Funding Source, Inc:- per the. sample lease agreement contained in the Council request for action, for $2,370,191 upon the review and approval of lease/purchase documents by the City Attorney for the acquisition and installation of the Phase II sports systems by Valley Crest Construction. Company and Community Parks Foundation; RECOMMENDATIONS, continued,... • Approve an amendment to',the-Valley Crest Construction Company contract for $1.,213,353 from the lease/purchase financing agreement with Prime Funding Source, Inc. to complete Phase.Il site preparation and installation; and Approve appropriation of $1,156,838 fromthe lease/purchase financing agreement with Prime Funding Source, Inc. for Community Parks Foundation to acquire and complete installation of Phase II sports systems. ALTERNATIVE ACTIONS 1. Provide staff with direction for alternative uses and/or terms and conditions of the management agreement with Community Parks Foundation, Inc. for the implementation of Phase II of the HCP Sports Complex.. 2. Approve charging $1 per day for ' parking at HCP Sports Complex; and authorize a loan .from the. Park Acquisition & Development Fund of $160,00.0 for "pay and .display" parking ticket machines to be paid back over a ten-year period. I Approve an allocation of $45,000 from the Park Acquisition & Development Fund for construction of a 6' fence and emergency access gate between the sports complex and library; net operating proceeds to reimburse PA&D Fund. F�B CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION Connie Brockway, City Clerk Office of the City. Clerk 9 TO Honorable Mayor and City Council FROM: Connie Brockway, City Clerk DATE: June 2, 2003 SUBJECT: LATE COMMUNICATIONS TO THE CITY COUNCIL Attached are the Late Communications to the City Council received after distribution of the Agenda Packets: F. Administrative Items F-3. Communication from Community Services Director dated June 2, 2003 revising page two of the RCA to include two alternative actions. The PowerPoint has also been revised. G:Agendas/AgmisdLatecomm"2003" • INTER D]CPARThMW CONMUMCATION iUhMN a BEACH. To " Mayor and City Council r Via City Administrator From Jim B. Engle, Director, Community Sery Date June 2, 2003 Subject Item F-3, Approve Agreement with Community Parks Foundation for Installation of Equipment and Operation and Maintenance Services at HCP Sports Complex; Council Meeting of June 2, 2003 Please be advised that Page two of the subject RCA has been revised to include two alternative actions in addition to the one that is currently in the RCA. The added alternative actions. are as follows: Alternative Action #2: Approve charging $1 per day for parking at the HCP Sports Complex; and authorize a loan from the PA&D Fund of $160,000 for a "pay and display" parking ticket machine to be paid back over a ten-year period; and Alternative Action #3: Approve an allocation of $45,000 from the PA&D Fund for construction of a six-foot fence and emergency access gate between the sports complex and library; net operating proceeds to reimburse PA&D Fund. The. PowerPoint has also been revised for tonight's presentation, 3BE:cr Attachments �.3 June 2, 2003 - Council/Agency Minutes - Page 10 3. Authorize the Mayor and City Clerk to execute a lease/purchase agreement with Prime Funding Source, Inc. in substantially the same form as the attached sample municipal lease and option agreement for $2,370,191 upon the review and approval of lease/purchase documents by the City Attorney for the acquisition and installation of the Phase II sports systems by Valley Crest Construction Company and Community Parks Foundation; and 4. Approve an amendment to the Valley Crest Construction Company contract for $1,213,353 from the lease/purchase financing agreement with Prime Funding Source, Inc. to complete Phase II site preparation and installation; and 5. Approve appropriation of $1,156,838 from the lease/purchase financing agreement with Prime Funding Source, Inc. for Community Parks Foundation to acquire and complete installation of Phase II sports systems. The motion carried by the following roll call vote: AYES: Sullivan, Coerper, Green, Boardman, Cook, Houchen, Hardy NOES: None ABSENT: None (City Council) Approved as Amended by Late Communication (1) Charge for Parking at Huntington Central Park (HCP) Sports Complex; (2) Fence and Emergency Access Gate Construction; (3) Authorize Expenditure of Funds (600,10, 600.65) The Council considered the Late Communication titled Item F-3, Approve Agreement with Community Parks Foundation for Installation of Equipment and Operation and Maintenance Services at HCP Sports Complex, Council Meeting of June 2, 2003 announced earlier by Assistant City Clerk Liz Ehring, which added two alternative actions for Council consideration. A motion was made by Houchen, second Coerper to: 1. Approve charging $1 per day for parking at the Huntington Central Park Sports Complex; and authorize a loan from the Park Acquisition & Development Fund (PA&D) of $160,000 for a "pay and display" parking ticket machine to be paid back over a ten-year period; and 2. Approve an allocation of $45,000 from the PA&D Fund (Park Acquisition & Development Fund) for construction of a six-foot fence and emergency access gate between the sports complex and library; net operating proceeds to reimburse PAW Fund. The motion carried by the following roll call vote. AYES: Coerper, Green, Boardman, Cook, Houchen, Hardy NOES: Sullivan ABSENT: None (7) June 2, 2003 - Council/Agency Agenda - Page 7 F-3. (City Council) Aaarove Agreement with Communitv Parks Foundation. Inc. (CPF for Installation of Eguipment and Operation and Maintenance Services of Soccer Hockey and Batting Facilities at HCP (Huntington Central Park) Sports Complex — Approve (After Review by City Attorney) a Municipal Lease/Purchase Agreement with Prime Funding Source, Inc. for Phase II Sports Systems Approve Amendment to Valley Crest Construction Company Contract to Complete Site Preparation (600.10, 600.65) Communication from the Administrative Services Director, the Community Services Director, and the city's Special Project Manager. Recommended Action: Motion to: 1. Approve the Agreement between the City of Huntington Beach and Community Parks Foundation, Inc. for Installation of Equipment and for Operation and Maintenance Services of Soccer and Hockey Facilities at the Huntington Central Park Complex;" and authorize execution by the Mayor and City Clerk upon recei t of the re ui d insurance certificate approved as to form by the City Attorney;(600.10) and 2. Approve the allocation of $129,198 ($94,200 for NUVIS Landscape Architects and $34,998 for six months consultant services of Community Parks Foundation) from the Park Acquisition & Development Fund, unappropriated fund balance into Central Park Sports Complex Construction Account #30187927.82200 for preparation of plans and specifications for Phase 11 improvements; (600.10) and 3. Authorize the Mayor and City Clerk to execute a lease/purchase agreement with Prime Funding Source, Inc. in substantially the same form as the attached sample municipal lease and option agreement for $2,370,191 upon the review and approval of lease/purchase documents by the City Attorney for the acquisition and installation of the Phase II sports systems by Valley Crest Construction Company and Community Parks Foundation; (600.10) and 4. Approve an amendment to the Valley Crest Construction Company contract for $1,213,353 from the leaselpurchase financing agreement with Prime Funding Source, Inc. to complete Phase II site preparation and installation; (600.65) and 5. Approve appropriation of $1,156,838 from the lease/purchase financing agreement with Prime Funding Source, Inc. for Community Parks Foundation to acquire and complete installation of Phase II sports systems. (600.10) Community Services Director Jim Engle presented PowerPoint report included in the agenda packet, which is amended by Late Communication (adding 2 additional motions to the alternative action), as announced by the Assistant City Clerk. 1. #1-5 above approved 7-0; and 2. Amendments per Late Communication memo approved 6-1 (Sullivan — No) Sep. 04 03 11:2Ga p.1 Council/Agency Meeting Hetd._ 6_7T/-- L-) a Deferred/Continued to: proved ❑ Conditionally Approved ❑ Denied City Clerk's Signature Council Meeting Date: June 2, 2003 Department ID Number: CS03-008 CITY.OF'HUNTINOTO.N BEACH REQUEST FOR COUNCIL ACTION _ SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS '~ SUBMITTED BY: RAY SILVER, City Administrator') PREPARED BY: JIM B. ENGLE, Director, Community Service CLAY MARTIN, Director, Administrative Service RON HAGAN, Special Projects Manager 1 /� SUBJECT: APPROVE AGREEMENT WITH COMMUNITY PARKS FOUNDATION FOR INSTALLATION OF EQUIPMENT AND OPERATION AND MAINTENANCE SERVICES OF SOCCER, HOCKEY, AND BATTING FACILITIES AT HCP SPORTS COMPLEX; AUTHORIZE LEASEIPURCHASE FINANCING, AND APPROPRIATE PA&D FUNDS FOR SITE PREPARATION. Statement of issue, Funding Source, Recommended Action, P3ternadve Action(s), Analysis, Environmental Status, Attachments) Statement of Issue: Should Council approve agreement with Community Parks Foundation, Inc. for installation and management of hockey, soccer, and batting cage sports systems at the Central Park Sports Complex; authorize lease/purchase financing of sports systems; and appropriate funds for the sports systems site preparation in Phase 11 of HCP Sports Complex? Funding Source: $129,198 from the Park Acquisition & Development Fund unappropriated fund balance into Central Park Sports Complex Construction Account #30187027.82200 for preparation of plans and specifications and consultant services for Phase II improvements. Lease payments for the ten-year lease/purchase financing of $2,370,191 for the acquisition and installation of Prase II improvements will be part of 2003/04 non -departmental budget. The revenue generated from Phase II will provide for the lease payments, offset the entire cost of Phase 11, and help offset the cost of Phase I of the sports complex. Recommended Actions: Motions to: 1. Approve the Agreement with Community Parks Foundation, Inc. for Installation of Equipment and for Operation and Maintenance Services of Soccer and Hockey Facilities at Huntington Central Park Sports Complex, and authorize execution by the Mayor and City Clerk upon receipt of the required insurance certificate approved as to form by City Attorney; 2. Approve the allocation of $129,198 ($94,200 for NUVIS landscape Architects and $34,998 for six months consultant services of Community Parks Foundation) from the Park Acquisition & Development Fund unappropriated fund balance into Central Park ' Sports Complex Construction Account ##30187027.82200 for preparation of plans and specifications for Phase II improvements; 03-008 Approve Agreement with Community Parks Foundation1doc % ! 2 - ,Sep 04 03 11:26a p•2 F REQUEST FOR COUNCIL ACTION MEETING DATE: June 2, 2003 DEPARTMENT ID NUMBER: CS03-008 3. Authorize the Mayor and City Clerk to execute a lease/purchase agreement with Prime Funding Source, lnc: in substantially the. same form -as the attached sample municipal lease and option agreement. for $2,370;191 upon the review and .approval. of lease/purchase documents by the City Attorney for the acquisition and installation of the Phase 11 sports systems by Valley Crest Construction Company and Community Parks Foundation; 4, Approve an amendment to the Valley Crest Construction Company contract for $1,213,353 from the lease/purchase financing agreement with Prime Funding Source, Inc. to complete Phase If site preparation and installation; and 5. Approve appropriation of $1,156,838 from the lease/purchase financing agreement with Prime Funding Source, Inc. for Community Parks Foundation to acquire and complete installation of Phase 11 sports systems. Alternative Action(s]: Provide staff with direction for altemative uses and/or terms and conditions of the management agreement with Community Parks Foundation, Inc. for the implementation of Phase 11 of the HCP Sports Complex. Analysis: The city has put together a Project Team to address Phase ll. of the sports complex. l.n addition to Community Services, '.Public Works, and. Ran . Hagan, .Speoial Projects Manager, the team includes representatives from Administrative Services and the City Attorney's Office. Mike Hennessey, Hennessey Group Financial Consultants, provided financial analysis. The master plan and general terms of the agreement with Community Parks Foundation, Inc. (CPF) for the Phase 11 installation and operation of the Central Park Sports Complex have been reviewed and recommended by Community Services Commission to City Council. Council has already approved the sports complex for Huntington Central Park, which included an area of approximately five acres for batting cages, roller hockey, soccer arenas, pro shop, and rest rooms. At Council, direction, this portion of the sports complex was designated as Phase 11. Council also directed staff to request proposals for the installation and operation of Phase 11 instead of having the city install.and operate this portion of the sports compleX. Staff solicited. requests for proposal in July 2002 to six nonprofit sports organizations for the installation and management of the Phase 11 Central Park Sports Complex. Only Community Parks Foundation, Inc. (CPF) in Salem, Oregon responded to the terms of the proposal. The City Attorney's Office has prepared an agreement (Attachment 1) with CPF, which was reviewed and approved by the Project Team. The items included in the Phase 11 portion of the sports complex are two outdoor, roller hockey arenas; two outdoor, artificial turf, soccer arenas; a nine -station, batting. cage facility; and a 1,980 square foot, modular clubhouse/pro shop with public rest rooms. Under the terms of the consultant and management agreement, the city's contractor for -the sports complex, Valley Crest, Inc., will prepare the five -acre site for installation of the portable sports systems as described above, and CPF will install, operate, and maintain the sports systems under the management portion of the agreement. 0:1Documents and SettingslkuhnkWLoca] SettingslTemporary Internet Res10LM03-008 Approve Agreement with Community Parks ;=ounda6on.doc r— ___- -� -2- 51210003 3:24 PM Sep P4 03 11:26a P.3 -c REQUEST FOR COUNCIL. ACTION MEETING DATE: June 2, 2003 DEPARTMENT ID NUMBER: CS03-008 CPF is a nonprofit organization whgse purpose is to prbrriote amateur .,athletics 'and athletic participation within communities by "installing and managing sports facilities. CPF-has-done similiar facilities in Salem, Oregon and Vancouver, Canada, and is in negotiation with several other cities throughout the US and Canada to operate facilities as is being proposed in Huntington Beach. The proposed management agreement is not a lease or concession agreement_ CPF will have no land or possessory interest in the sports complex property. The city will own all of the sports systems, and CPF will manage those systems on behalf of the city. CPF will be paid a management fee of 15 percent of the gross revenue generated from the operation of the sports systems less the lease/purchase payment to Prime Funding Source, Inc. (PFS). The sports systems equipment will be leased/purchased through private financing with the sports systems equipment acting as the collateral for the financing. No General Fund collateral will be used for the leaselpurchase of the sports systems. CPF has secured the lease/purchase financing with PFS, as they are required to do under the terms of the agreement. The cost far preparation of the plans and specifications for Phase 11 will be allocated from the Park Acquisition & Development Fund into the existing HCP Sports Complex Construction Budget.so that.the construction contractor for Phase I of the sports . complex can complete'the city`s portion of the site preparation for Phase IL The goal of the Phase II sports facilities management contract is to completely pay for the cost of the Phase Il improvements, including the lease/purchase payment, and to assist in providing the city with revenue to offset the city's cost of operation and maintenance for Phase I of the. Sports Complex which includes eight multi -purpose, softball/soccer, natural turf fields; parking lots; tot lots, etc. that the Community Services Department will operate. A proforma (Attachment #2) has been prepared by Hennessey Group Financial Consultants, which shows that the Phase I I operation does pay for itself and contributes an additional $558,000 to offset the costs of Phase 1. The Phase l city -operated portion of the sports complex is estimated to operate at a negative $246,611 in the first stabilized year, even with the revenue from Phase il. City Council could implement the revenue option of charging for parking at the sports complex as shown in the proforma.. If the, city were to charge the. recommended $1 per day_parking fee at the sports complex, the proforma shows positive.net' revenue overall of $176,549 per year. The expenses for parking are factored in and inclilde a payback to the Park Fund for a $160,000 loan for startup costs. It should be noted that the proforma is very conservative in terms of market rates and utilitization. Most projected uses are between 15 and 40 percent of capacity. It is possible that the sports complex;will be more p opular t han projected in the proforma and the negative m ay d isappear w ithout the parking fee revenue option. A survey (Attachment #3) completed by Community Services staff shows that most of the newer s ports c omplexes i n t he s outhem C alifornia area h ave a n admission fee o f$ 2 p er person in addition to league or participation fees. The HCP Sports Complex was not designed as a fenced -admission facility. However, the sports complex parking lots can accommodate a Pay & Display parking system, similar to the Pier Plaza lots at the beach, if D.Mocuments and seWngs*uhnkee%Local SetdngslTemporary Internet Files%OLM03-008 Approve,Agreement with Community Parks Foundation.doc -3- P= —7 5/2112003 3.24 PM Sys 0►4 03 1 1: 2 7 a p. 4 REQUEST FOR COUNCIL ACTION MEETING DATE. June 2, 2003 DEPARTMENT ID NUMBER: CS03-OOa the city wanted to charge for parking. Council does not have to decide immediately whether to charge, for parking as this decision can be made apart of future .years' .budget processes. The term of the operation and maintenance agreement with CPF is five years. The city, at its discretion, may extend the agreement at the end of the first five-year period. The city must either manage the Phase II area itself or contract with a nonprofit organization in order to preserve the tax-exempt status of the bonds issued to build the sports complex. The agreement outlines the responsibilities of both CPF and the. city with regard to installation, maintenance, and management of the arenas and sports facilities. As was noted earlier, the management fee is 15 percent of gross revenues less the lease/purchase payment for t he s ports s ystems. The c ity w ill o wn a 11 f acilities a t t he a nd o f t he t en -year leaselpurchase agreement with PFS (Attachment #4) with the payment of $1. CPF will have no possessory or lease interest in the sports complex. CPF cannot assign the management contract to another nonprofit organization without the city's written consent. CPF will provide all required insurance._and indemnify and hold the city harmless for its management of the Phase 11 sports complex facilities upon approval of the agreement. Attachment 95 is a letter from The Monument Sports Group insurance company indicating it will provide the insurance coverage required. In summary, the city's Project Team feels that the agreement with CPF is the best way to implement the Phase 11 sports facilities in the Huntington Central Park Sports Complex. Phase 11 is needed to provide needed recreational facilities and revenue for the operation of. Phase l . The C ommunity S ervices C ommission concurs w ith t he o verall p Ian for P hase I I including operation by Community Parks Foundation. Attachment(s): 6 �? 96 SS 00 1 1 Agreement with Community Parks Foundation, Inc. and Exhibits 2 Proforma 3 Survey of Sports Complexes 4 Sample Municipal Lease and Option Agreement 5 Letter from The Monument Sports Group 6 FIS i PowerPoint k -2 4 r D:1Documents and SettingslkuhnkeelLocal SeWngs%Temporary Internet Res1DLM03-008 Approve Agreement with Community Parks Founda,Uon.doc -4- 5121/2003 3:24 PM P r June 2003 Community Parks Foundation Inc. Anton Center 525 Anton Boulevard Costa Mesa, CA 92626 Attn: David Collier, Secretary Enclosed is a certified copy of the Agreement Between the City of Huntington Beach and Community Parks Foundation, Inc. for Installation of Equipment and far Operation and Maintenance Services of Soccer and Hockey Facilities at Huntington Central Park Sports Complex. Also enclosed is a copy of your insurance information which you submitted to the city. Please contact Jim Engle, Community Service Director should you have any questions — 536-5456. Sincerely, Connie Brockway CMC City Clerk CC: Community Services Director Jim [ Enc. Certified copy of Agreement and Insurance D:1Documents and SettingslbrockwaclMy Documents\June 2003.doc nbw!— �...C� Cs o Council/Agency Meeting Held: Deferred/Continued to: City Clerk's Signature r%APpl o� ❑ Conditi Wally Approved ❑ Denied Council Meeting Date: June 2, 2003 Department ID Number: CS03-008 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY• RAY SILVER City Administrator Opl1) PREPARED BY: JIM B. ENGLE, Director, Community Service CLAY MARTIN, Director, Administrative Service RON HAGAN, Speciai Projects Manager SUBJECT: APPROVE AGREEMENT WITH COMMUNITY PARKS FOUNDATION FOR INSTALLATION OF EQUIPMENT AND OPERATION AND MAINTENANCE SERVICES OF SOCCER, HOCKEY, AND BATTING FACILITIES AT HCP SPORTS COMPLEX; AUTHORIZE LEASE/PURCHASE FINANCING, AND APPROPRIATE PA&D FUNDS FOR SITE PREPARATION. Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: Should Council approve agreement with Community Parks Foundation, Inc. for installation and management of hockey, soccer, and batting cage sports systems at the Central Park Sports Complex; authorize lease/purchase financing of sports systems; and appropriate funds for the sports systems site preparation in Phase II of HCP Sports Complex? Funding Source: $129,198 from the Park Acquisition & Development Fund unappropriated fund balance into Central Park Sports Complex Construction Account #30187027.82200 for preparation of plans and specifications and consultant services for Phase 11 improvements. Lease payments for the ten-year lease/purchase financing of $2,370,191 for the acquisition and installation of Phase 11 improvements will be part of 2003104 non -departmental budget. The revenue generated from Phase 11 will provide for the lease payments, offset the entire cost of Phase 11, and help offset the cost of Phase I of the sports complex. Recommended Actions: Motions to: 1. Approve the Agreement with Community Parks Foundation, Inc. for Installation of Equipment and for Operation and Maintenance Services of Soccer and Hockey Facilities at Huntington Central Park Sports Complex, and authorize execution by the Mayor and City Clerk upon receipt of the required insurance certificate approved as to form by City Attorney; 2. Approve the allocation of $129,198 ($94,200 for NUVIS Landscape Architects and $34,998 for six months consultant services of Community Parks Foundation) from the Park Acquisition & Development Fund unappropriated fund balance into Central Park Sports Complex Construction Account #30187027.82200 for preparation of plans and specifications for Phase II improvements; 03-008 Approve Agreement with Community Parks Foundation2.doc T�16 REQUEST FOR COUNCIL ACTION MEETING DATE: June 2, 2003 DEPARTMENT ID NUMBER: CS03-008 3. Authorize the Mayor and City Clerk to execute a lease/purchase agreement with Prime Funding Source, Inc. in substantially the same form as the attached sample municipal lease and option agreement for $2,370,191 upon the review and approval of lease/purchase documents by the City Attorney for the acquisition and installation of the Phase II sports systems by Valley Crest Construction Company and Community Parks Foundation; 4, Approve an amendment to the Valley Crest Construction Company contract for $1,213,353 from the lease/purchase financing agreement with Prime Funding Source, Inc. to complete Phase II site preparation and installation; and 5. Approve appropriation of $1,156,838 from the lease/purchase financing agreement with Prime Funding Source, Inc. for Community Parks Foundation to acquire and complete installation of Phase 11 sports systems. Alternative Action(s): 1) Provide staff with direction for alternative uses and/or terms and conditions of the management agreement with CPF for implementation of HCP Sports Complex Phase II; 2) Approve charging $1 per day for parking at the Sports Complex; and authorize a loan of $160,000 from the PA&D Fund for "pay and display" parking ticket machines to be paid back over a ten-year period; or, 3) Approve an allocation of $45,000 from the PA&D Fund for construction of a six-foot fence and emergency access gate between the sports complex and library; net operating proceeds to reimburse PA&D Fund. Analysis: The city has put together a Project Team to address Phase II of the sports complex. In addition to Community Services, Public Works, and Ron Hagan, Special Projects Manager, the team includes representatives from Administrative Services and the City Attorney's Office. Mike Hennessey, Hennessey Group, provided financial analysis. The master plan and general terms of the agreement with Community Parks Foundation, Inc. (CPF) for Phase II have been reviewed and recommended by the Community Services Commission. Council has already approved the sports complex for Huntington Central Park, which included an area of approximately five acres for batting cages, roller hockey, soccer arenas, pro shop, and rest rooms, designated as Phase II. Council also directed staff to request proposals for the installation and operation of Phase II instead of having the city install and operate this portion of the sports complex. Staff solicited requests for proposal in July 2002 to six nonprofit sports organizations for the installation and management of the Phase II Central Park Sports Complex. Only Community Parks Foundation, Inc. (CPF) in Salem, Oregon responded to the terms of the proposal. The City Attorney's Office has prepared an agreement (Attachment 1) with CPF, which was reviewed and approved by the Project Team. The items included in the Phase II portion of the sports complex are two outdoor, roller hockey arenas; two outdoor, artificial turf, soccer arenas; a nine -station, batting cage facility; and a 1,980 square foot, modular clubhouse/pro shop with public rest rooms. Under the terms of the consultant and management agreement, the city's contractor for the sports complex, Valley Crest, Inc., will prepare the five -acre site for installation of the portable sports systems as described above, and CPF will install, operate, and maintain the sports systems under the management portion of the agreement. G:1RCA12003103-008 Approve Agreement with Community Parks Foundation.doc -2- 612l2003 3:20 PM REQUEST FOR COUNCIL ACTION MEETING DATE: June 2, 2003 DEPARTMENT ID NUMBER: CS03-008 3. Authorize the Mayor and City Clerk to execute a lease/purchase agreemen ith Prime Funding Source, Inc. in substantially the same form as the attached sample nicipal lease and option agreement for $2,370,191 upon the review and approval of ease/purchase documents by the City Attorney for the acquisition and installation of th6 Phase II sports systems by Valley Crest Construction Company and Community Parks F/o/undation; 4, Approve an amendment to the Valley Crest Construction' Company contract for $1,213,353 from the lease/purchase financing agreement with Pri le Funding Source, Inc. to complete Phase II site preparation and installation; and 5. Approve appropriation of $1,156,838 from the leaselp chase financing agreement with Prime Funding Source, Inc. for Community Parks Fo dation to acquire and complete installation of Phase II sports systems. f Alternative Action(s): Provide staff with dire( conditions of the management agreement with implementation of Phase II of the HCP Sports C( Analysis: The city has put together a P complex. In addition to Community Ser Projects Manager, the team includes repr City Attorney's Office. Mike Hennessey financial analysis. �n/for alternative uses and/or terms and mmunity Parks Foundation, Inc. for the plex. Team to address Phase II of the sports , Public Works, and Ron Hagan, Special hives from Administrative Services and the ssey Group Financial Consultants, provided The master plan and general terms the agreement with Community Parks Foundation, Inc. (CPF) for the Phase II installation nd operation of the Central Park Sports Complex have been reviewed and recommend d by Community Services Commission to City Council. Council has already approved the sports complex for Huntington Central Park, which included an area of approxima ly five acres for batting cages, roller hockey, soccer arenas, pro shop, and rest rooms. t Council direction, this portion of the sports complex was designated as Phase IL Co ncil also directed staff to request proposals for the installation and operation of Phase II 'stead of having the city install and operate this portion of the sports complex. Staff so cited requests for proposal in July 2002 to six nonprofit sports organizations for the in allation and management of the Phase II Central Park Sports Complex. Only Commu ity Parks Foundation, Inc. (CPF) in Salem, Oregon responded to the terms of the proposal. The City Attorneys ffice has prepared an agreement (Attachment 1) with CPF, which was reviewed and appr ed by the Project Team. The items included in the Phase II portion of the sports complex are two outdoor, roller hockey arenas; two outdoor, artificial turf, soccer arenas; a nine. tion, batting cage facility; and a 1,980 square foot, modular clubhouse/pro shop with publi rest rooms. Under the terms of the consultant and management agreement, the city's contractor for the sports complex, Valley Crest, Inc., will prepare the five -acre site for installation of the portable sports systems as described above, and CPF will install, operate, and maintain the sports systems under the management portion of the agreement. DMocuments and Settingslkuhnkee\Local SettingslTemporary Internet Files10LK6103-008 Approve Agreement with Community Parks Foundation,doc .2- 5/2112003 3:24 PM REQUEST FOR COUNCIL ACTION MEETING DATE: June 2, 2003 DEPARTMENT ID NUMBER: CS03-008 CPF is a nonprofit organization whose purpose is to promote amateur athletics and athletic participation within communities by installing and managing sports facilities. CPF has done similiar facilities in Salem, Oregon and Vancouver, Canada, and is in negotiation with several other cities throughout the US and Canada to operate facilities as is being proposed in Huntington Beach. The proposed management agreement is not a lease or concession agreement. CPF will have no land or possessory interest in the sports complex property. The city will own all of the sports systems, and CPF will manage those systems on behalf of the city. CPF will be paid a management fee of 15 percent of the gross revenue generated from the operation of the sports systems less the lease/purchase payment to Prime Funding Source, Inc. (PFS). The sports systems equipment will be leased/purchased through private financing with the sports systems equipment acting as the collateral for the financing. No General Fund collateral will be used for the lease/purchase of the sports systems. CPF has secured the lease/purchase financing with PFS, as they are required to do under the terms of the agreement. The cost for preparation of the plans and specifications for Phase II will be allocated from the Park Acquisition & Development Fund into the existing HCP Sports Complex Construction Budget so that the construction contractor for Phase I of the sports complex can complete the city's portion of the site preparation for Phase 11. The goal of the Phase II sports facilities management contract is to completely pay for the cost of the Phase II improvements, including the lease/purchase payment, and to assist in providing the city with revenue to offset the city's cost of operation and maintenance for Phase I of the Sports Complex which includes eight multi -purpose, softball/soccer, natural turf fields; parking lots; tot lots; etc. that the Community Services Department will operate. A proforma (Attachment #2) has been prepared by Hennessey Group Financial Consultants, which shows that the Phase II o peration d oes pay for itself and contributes an additional $558,000 to offset the costs of Phase I. The Phase I city -operated portion of the sports complex is estimated to operate at a negative $246,611 in the first stabilized year, even with the revenue from Phase 11. City Council could implement the revenue option of charging for parking at the sports complex as shown in the proforma. If the city were to charge the recommended $1 per day parking fee at the sports complex, the proforma shows positive net revenue overall of $176,549 per year. The expenses for parking are factored in and include a payback to the Park Fund for a $160,000 loan for startup costs. It should be noted that the proforma is very conservative in terms of market rates and utilitization. Most projected uses are between 15 and 40 percent of capacity. It is possible that the sports complex will be more p opular t han p rojected i n t he p roforma a nd the negative m ay d isappear w ithout t he parking fee revenue option. A survey (Attachment #3) completed by Community Services staff shows that most of the newer s ports c omplexes i n t he s outhern C alifornia area h ave a n admission fee of $ 2 p er person in addition to league or participation fees. The HCP Sports Complex was not designed as a fenced -admission facility. However, the sports complex parking lots can accommodate a Pay & Display parking system, similar to the Pier Plaza lots at the beach, if DADocuments and SettingslkuhnkeelLocal SettingslTemporary Internet Files10LK6103-008 Approve Agreement with Community Parks Foundation.doc .3- 5/21/2003 3:24 PM REQUEST FOR COUNCIL ACTION MEETING DATE: June 2, 2003 DEPARTMENT ID NUMBER: CS03-008 the city wanted to charge for parking. Council does not have to decide immediately whether to charge for parking as this decision can be made a part of future years' budget processes. The term of the operation and maintenance agreement with CPF is five years. The city, at its discretion, may extend the agreement at the end of the first five-year period. The city must either manage the Phase II area itself or contract with a nonprofit organization in order to preserve the tax-exempt status of the bonds issued to build the sports complex. The agreement outlines the responsibilities of both CPF and the city with regard to installation, maintenance, and management of the arenas and sports facilities. As was noted earlier, the management fee is 15 percent of gross revenues less the lease/purchase payment for the sports systems. The city will own all facilities at the end of the ten-year lease/purchase agreement with PFS (Attachment #4) with the payment of $1. CPF will have no possessory or lease interest in the sports complex. CPF cannot assign the management contract to another nonprofit organization without the city's written consent. CPF will provide all required insurance and indemnify and hold the city harmless for its management of the Phase II sports complex facilities upon approval of the agreement. Attachment #5 is a letter from The Monument Sports Group insurance company indicating it will provide the insurance coverage required. In summary, the city's Project Team feels that the agreement with CPF is the best way to implement the Phase II sports facilities in the Huntington Central Park Sports Complex. Phase II is needed to provide needed recreational facilities and revenue for the operation of Phase 1. The C ommunity S ervices C ommission c oncurs w ith t he o verall p Ian for P hase I I including operation by Community Parks Foundation. Attachment(s): Agreement with Community Parks Foundation, Inc. and Exhibits 2 Proforma 3 Survey of Sports Complexes 4 Sample Municipal Lease and Option Agreement 5 Letter from The Monument Sports Group 6 FIS 7 PowerPoint D:1Documents and SettingslkuhnkeeTocal Settings\Temporary Internet Files\OLK6103-008 Approve Agreement with Community Parks Foundation.doc -4- 5/21/2003 3:24 PM J CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION Connie Brockway, City Clerk Office of the City Clerk TO: Honorable Mayor and City Council FROM: Connie Brockway, City Clerk DATE: June 2, 2003 SUBJECT: LATE COMMUNICATIONS TO THE CITY COUNCIL Attached are the Late Communications to the City Council received after distribution of the Agenda Packets: F. Administrative Items F-3. Communication from Community Services Director dated June 2, 2003 revising page two of the RCA to include two alternative actions. The PowerPoint has also been revised. G:Agendas/Agmisc1t_ate0omm"200r 4 NUNTINGTON OEACH . _ CITY CF UUNTIN1 ICN ElfAC11 INTER -DEPARTMENT CObEMUNICATION To Mayor and City Council Via City Administs ator From Jim B. Engle, Director, Community Servl�;r Date June 2, 2003 Subject Item F-3, Approve Agreement with Community Parks Foundation for Installation of Equipment and Operation and Maintenance Services at HCP Sports Complex; Council Meeting of 3une 2, 2003 Please be advised that Page two of the subject RCA has been revised to include two alternative actions in addition to the one that is currently, in the. RCA. The added alternative actions. are. as follows: Alternative Action #2: Approve charging $1 per day for parking at the HCP Sports Complex; and authorize a loan from the PA&D Fund of $160,000 for a "pay and display" parking ticket machine to be paid back over a ten-year period; and Alternative Action #3: Approve an allocation of $45,000 from the PA&D Fund for construction of a six-foot fence and emergency access gate between the sports complex and library; net operating proceeds to reimburse PA&D Fund. The PowerPoint has also been revised for tonight's presentation. JBE:cr Attachments Page 1 of I Ehring, Liz r ..rwr. re rrr. e..r• rrw- n=vvra/ M v 1 r= To: Judy FLEMING COUNC& MEE6140OF �/03 OFCM OF THE a—W CLEW Cc: Brockway, Connie OOWW 13FOCKWAY. CITY CU3:K Subject: RE: Council meeting Mt - This is to inform you that your e-mail received after 4 p,m. will be included in the record as it will be announced as a late communication at the 7:00 p.m. portion of the 6/2/03 meeting. Thank you. Liz Ehring Assistant City Clerk ____-Original Message ----- From: Judy FLEMING[mailto:j.fleming27@verizon.net] Sent: Monday, June 02, 2003 2:15 PM < To: LEHRING@SURFCM-HB,org Subject: Council meeting Regarding the parking at the new sports compex I am on the Friends of the Library board and , -a resident of Huntington Beach since 1977. 1 fear that putting meters at the sports complex would grealy impact the main library. Since the library is open until 9pm and the parking there is for the most part without charge, the parking lot at the library will most likely be used by those visiting the sports complex. PLEASE -the library is going to be suffering enough from budget cuts, please allow our patrons to park in the library lot without having to compete with those from the sports complex. The meters would be a mistake and hurt those of us that use the library..we are talking about familes, sutdents etc. Thank You Judy Fleming 6/2/2003 • ATTACHMENT #1 AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND COMMUNITY PARKS FOUNDATION, INC., FOR INSTALLATION OF EQUIPMENT AND FOR OPERATION AND MAINTENANCE SERVICES OF SOCCER AND HOCKEY FACILITIES AT HUNTINGTON CENTRAL PARK SPORTS COMPLEX THIS AGREEMENT is made and entered into this day of :5- �2 , �e_ , 2003 by and between THE CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California (hereinafter "City") and COMMUNITY PARKS FOUNDATION, INC., 4676 Commercial SE #1, Salem, Oregon 97302, a 501(c)(3) nonprofit organization (hereinafter "Operator"), (collectively "Parties"). WHEREAS, City owns certain real property in the City of Huntington Beach known as Huntington Central Park (hereinafter "Park"), a portion of which is developed with a sports complex (hereinafter "Sports Complex"), and desires to contract for the installation of certain equipment, including hockey and soccer facilities, batting cages, and related uses and the operation and maintenance of said facilities, on a portion of the Sports Complex (hereinafter "Site"); and WHEREAS, Operator represents that it is experienced in the installation, operation and maintenance of soccer and in -line hockey leagues and facilities, as well as batting cages and associated uses such as the sale and rental of equipment and refreshments. NOW, THEREFORE, in consideration of the covenants contained herein and the terms and conditions hereof, the parties agree as follows: DESCRIPTION OF SITE The Site consists of approximately five (5) acres within the Sports Complex. The Park is shown on the map attached hereto as ` ' , the Sports Complex is shown on the map attached hereto as "Exhibit B"; and the Site is shown on the Illustrative Site Plan, attached hereto as "E W C", all of which are incorporated herein as if fully set forth. 2. DOCUMENTS This Agreement incorporates Operator's "Response To Request For Proposal March 15, 2002" ("Proposal"), attached hereto as Should there be any conflict between this Agreement and the Proposal, this Agreement shall prevail. TERM This Agreement shall commence on , 2003 (the "Commencement Date") and shall be implemented in two (2) phases as set forth herein. The term of this Agreement shall be for a period of five (5) years from the Operation Date as set forth in Section 4, unless sooner terminated as herein provided. The Agreement may be extended for additional five (5) year periods at the discretion of the City Administrator or his designee. 03agree/sports complex/4/3/03 4. SCOPE OF SERVICES The Agreement shall be implemented in two (2) phases, as follows: (a) Phase I shall commence on the Commencement Date as set forth in Section 3, above, and shall include consulting services to the City in the development of the Site as set forth in Section 6, and the installation of the Facilities by Operator, as set forth in Section 8. Phase I shall be completed on the date the Facilities are opened to the public ("Operation Date"), which shall take place no later than forty-five (45) business days following the Acceptance Date set forth in Section 7 herein. (b) Phase II shall commence on the Operation Date, and shall consist of Operational Services for the operation and maintenance of the Facilities, as set forth in Section 9 herein. 5. FACILITIES The facilities shall be provided by the City, as set forth in the Site Amenities and Details and Plant Material, attached hereto as "TwAWNW and incorporated herein as if fully set forth ("Facilities"). The Facilities shall be lease -purchased by the City pursuant to a financing package as set forth in Operator's Response to Request for Proposals tExl --9), and shall be owned by the City upon such purchase. City shall retain full possession of the Site and the Facilities, and Operator shall not acquire any ownership interest, temporary, permanent, irrevocable, possessory, or otherwise, in the Site and Facilities, by reason of this Agreement. The Facilities shall include, but are not limited to, the following: (a) Two (2) regulation sized dry -floor open-air surfaces manufactured by Ground Zero Flooring, for use as In -Line Roller Hockey rinks. Each surface shall be One Hundred Eighty Five Feet by Eighty -Five Feet (185'x 85'). The surfaces shall be UV protected and shall include portable lights and heaters. (b) Two (2) open-air soccer surfaces made of 33 oz. synthetic polyethylene rubber infill soccer turf. The surfaces shall be UV protected and shall include portable lights and heaters. (c) Nine (9) coin or token operated pitching machines within batting cages as approved by City. (d) A 1980 square foot modular, portable clubhouse/restroom and office facility, finished with a professional office quality interior. Such facility shall contain men's and women's restrooms the number and construction of which shall be in accordance with applicable City codes, and an open concession area selling and/or renting, at a minimum, equipment for use in 03agree/sports mmplex/4/3/03 2 0 the hockey, soccer, and baseball facilities, as well as pre -packaged fast- food and non-alcoholic refreshments. (e) Facilities for other related or incidental purposes as may be given prior written approval by the Director of Community Services ("Director"). (f) The Facilities shall be installed by Operator or its agents. A list of such agents shall be submitted to the Director for approval prior to the Acceptance Date set forth in Section 7. The installation of the Facilities shall not commence until written approval of the agents is given by the Director to the Operator. (g) The City may, in its sole discretion, add, delete, or modify the Facilities. C. CONSULTING SERVICES Consulting services to be provided by Operator during Phase I of this Agreement shall include, but not be limited to, the following: (a) Evaluate and develop the market information and demographics for the Orange County region to successfully launch and implement the sports programs at the Site. (b) Complete the Operating Budget and proformas for the first three years of this Agreement. (c) Coordinate various third party service providers and contractors that will be interfacing with other manufacturers and suppliers to have the Site prepared for installation of the Facilities. (d) Develop and launch a six to eight month marketing and public relations campaign, including initial literature and informational materials, to present the Facilities and programs to the surrounding community and to prepare to register teams and participants. (e) Advise the City in the Site preparation for the Facilities. (f) Advise the City as to the electrical engineering plan and outdoor lighting systems for the Facilities. (g) Advise the City in the design and preparation of underground utility installation of the water, sewer and gas lines at the Site. (h) Such other services as the Director may request from time to time. No additional payment shall be made for such services during Phase I of this Agreement. 03agree/sports complex/4/3/03 3 7. SITE PREPARATION AND DELIVERY City shall be responsible for preparation of the Site for installation of the Facilities, in accordance with the Plans and Specifications prepared by a certified landscape architect. The Site preparation shall include rough grading, installation of utilities including, water (domestic and fire service), sewer, electric, and telephone stubbed out. City shall also be responsible for installation of all field lighting and all fees connected with the Site preparation in order to deliver to Operator clean pads, rough graded for the installation of the Facilities. Operator shall provide consulting services to City as set forth in Section 6, to assist City in preparing the Site for the installation of the Facilities. Upon completion of the Site preparation, the City shall notify Operator that the Site is ready for inspection and acceptance. Not later than five (5) business days following such notification, Operator shall give City written acceptance of the condition of the Site, as well as the improvements thereon and the utility stubouts thereto, or request changes to such Site Preparation. Such acceptance by the Operator shall contain confirmation that the Site, including the utility stubouts thereon, is in good, clean, and safe condition, and is acceptable for proper installation of the Facilities. Upon receipt of such written acceptance, the Site shall be made available to Operator for installation of the Facilities. The date of such written acceptance shall be the "Acceptance Date". 8. INSTALLATION OF FACILITIES Operator shall be solely responsible for the installation of the Facilities specified in Section 5, on the Site, and for all improvements to bring the Site from the pad condition made available to Operator on the Acceptance Date to fully operational status on the Operation Date. Operator shall coordinate, supervise and undertake the installation of the site preparation, crushed rock base and finish surfaces (Ground Zero Hockey Floor and Emerald Green Sports Turf) for two (2) hockey arenas with Dasher Board system, two (2) soccer arenas with Border Patrol System, using their own staff and install crews. Operator shall supervise and coordinate the installation of the ABC commercial batting cage system at the location indicated on the approved Master Site Plan. Operator shall supervise and coordinate the delivery set-up and installation of the 1980 sq. foot Steel Structures, Inc., modular clubhouse/concession building at the approved Iocation. Operator shall supervise and be responsible for the installation of the electrical utilities, gas utilities, water and sewer utilities from the stubbed out lines, as indicated on the Plans and Specifications, to the service points within the managed area of the Site, using only licensed and bonded contractors for such services. Operator shall be solely responsible for all costs associated with the installation of the Facilities, including, but not limited to, all permit and utility connection fees associated with the installation of the Facilities. Upon completion of the installation of the Facilities, Operator shall notify the City that they are ready for inspection and acceptance. The Operation Date, as set forth in Section 4, shall take place no later than fourteen (14) calendar days following the date of written acceptance of the installation of the Facilities by City. 03agree/sports complex/4/3/03 4 9. OPERATIONAL SERVICES Operator shall provide operational services for the Facilities as follows: (a) Facilities shall be open for use by the public and fully staffed by Operator seven (7) days per week from 7:OOAM to 11:00 PM. Operator may close the Facilities on Christmas Day and New Years' Day, or on other days with the prior permission of the Director. (b) Operator shall set fees for the use of the Facilities, subject to approval of the City Council of City. (c) Operator shall organize and run Youth Leagues, Club Leagues, and Adult Leagues for in -line roller hockey and soccer at the Facilities. In addition to leagues, Operator shall run camps, clinics, tournaments, and drop -in play. Operator shall set participation fees subject to the approval of the Director. Operator shall be responsible for advertising such activities and shall notify the Director prior to engaging in such advertising. The Director reserves the right to make changes in such advertising in his or her sole discretion. (d) Operator shall be responsible for the maintenance and repair of the Facilities and the Site upon which they are located and shall oversee and supervise all maintenance and custodial activities at the Site. Operator shall keep the Facilities and Site in a clean and safe condition to the satisfaction of the Director and in accordance with all laws. (e) Operator shall create a business and Facilities marketing plan, including annual financial proformas, and monthly, quarterly and annual proposed budgets and reports for each year of the Term this Agreement. Copies of all financial documents created by Operator shall be provided to the Director. Operator shall annually prepare an Operations Plan, which shall include but not be limited to, a description of inventory and staffing levels for the Facilities. Operator shall meet annually with Director to approve the Operations Plan and budget for each year of this Agreement. Failure to substantially adhere to the staffing and inventory levels described in the approved Operations Plan shall constitute a material breach of this Agreement. Operator shall provide purchasing, accounts payable and banking services for the Site. (f) Operator shall provide a full-time executive director for operation of Facilities. The director shall maintain an office on the Site. (g) Operator shall hire, train and supervise support staff for the operation of the Facilities. 03agree/sports complex/46/03 5 (h) Operator shall maintain an adequate clubhouse concession inventory to service the Site. (i) Operator shall organize and facilitate soccer and hockey leagues, camps, tournaments, sports academy, training and special community events at the Site, and shall train and provide referees to serve the Facilities. (j} Operator shall explore and develop auxiliary fields and sports venues to support and grow the sports programs and support revenue at the Park. (k) Operator shall develop and execute public relations campaigns for Facilities, and shall provide ongoing marketing and evaluation consulting to maintain program services, including new and innovative sports programs, for the maintenance of necessary revenue support for the Site. Operator shall develop strategic alliances Nvith economic development and tourism interests within City and Orange County. (1) Operator shall provide such other ancillary and miscellaneous services as are necessary to ensure the continued success and effectiveness of programs at the Site and Facilities. 10. PRO SHOP AND MERCHANDISE FACILITY (a) Operator shall provide a nonpermanent structure for use as a pro shop and for the sale of merchandise. Operator shall be responsible for maintenance of the structure and the area immediately surrounding it. (b) The pro shop shall provide equipment for use in playing roller hockey, soccer, and baseball, including, but not limited to, sticks, pucks, balls, bats, and protective gear, for sale and rental. (c) The Operator shall also provide prepackaged food and drink for sale. No alcoholic beverages shall be sold or permitted on the Site. (d) Operator shall comply with City's exclusivity agreement with the Coca- Cola Bottling Company of Southern California ("Coca-Cola"). Operator agrees that only Coca-Cola fountain and bottling products shall be bought and sold in, on, or from the Site for the term of the City's agreement with Coca-Cola. This includes all carbonated and non -carbonated, rnon- alcoholic beverages defined as soft drinks, juices, juice drinks, teas, isotonics, water and frozen beverages. Frozen beverages shall not include ice creams and frozen yogurts. Operator's failure to adhere to the Coca- 03agree/sports complex/4/3/03 6 Cola exclusivity clause shall constitute a material breach of this Agreement. (e) City retains the right to place vending machines at any location on the Site, including within any or all of the Facilities. 11. FEES (a) City shall pay Operator $ 5,833.00 per month for a period not to exceed six (6) months from the Commencement Date, for Phase I consulting and installation services, including assisting the City in Site preparation and in the acquisition of the Facilities. (b) City shall pay Operator a monthly management fee beginning on the Operation Date, such management fee to be set at fifteen percent (15%) of the Modified Gross Revenue. Modified Gross Revenue shall be defined as Gross Revenue less the monthly lease payments made by City for the lease -purchase of the Facilities. (c) Not later than sixty (60) days prior to the Operation Date and each anniversary thereafter, Operator shall submit an Operating Budget to the Director. The Operating Budget shall indicate with specificity the operating costs of the Facility, including a fifteen percent (15%) management fee. The Operating Budget shall be subject to approval by the Director, and the Director's approval or comments shall be given to Operator in writing within thirty (30) days prior to the Operation Date and each anniversary thereafter. (d) Operator shall be solely responsible for the collection of all revenue and the payment of all expenses. Operator shall pay to City the Gross Revenue less the monthly operating expenses as set forth in the approved Operating Budget. Commencing with the Operation Date, Operator shall make payments to City at the City Treasurer's Office, P_O. Box 711, Huntington Beach, California 92648, or at such other place or places as City may from time -to -time designate by written notice delivered to Operator. Payments must be received by the City Treasurer no later than twenty (20) calendar days after the end of each preceding month. (e) Operator shall be solely responsible for the payment of all utilities and services required for the operation and maintenance of the Site and the Facilities. 12. LATE CHARGE AND PENALTY If any payment due the City as set forth in Section 11 is not received by the City Treasurer within twenty (20) calendar days after the end of each month, or the next business day 03agreelsports complex/4l3/03 7 if the twentieth day falls on a weekend or holiday, Operator shall pay the following late charge and penalty: (1) a late charge of ten percent (10%) shall be applied to any outstanding balance after payment hereunder is due but unpaid; and (2) one and a half percent (1 t/z%) penalty per month shall be added for each month the payment is due but unpaid. 13. GROSS REVENUE DEFINED For the purpose of this Agreement, the term "Gross Revenue" shall mean the total price of all merchandise, food and beverages, or services sold or rendered, including participation fees, or equipment rented, in, on, or from the Site by Operator, or anyone contracting with Operator, including, without limitation, its agents, whether wholesale or retail, whether for cash or on credit, and if on credit whether or not paid, and whether in exchange for any other product, commodity, service, commercial paper or forbearance. Gross Revenue shall not include any sales, excise or other taxes otherwise includable in Gross Sales and which become part of the total price of merchandise, food and beverages, or services sold or rendered, or equipment rented, in, on, or from the Site where Operator must account for and remit the taxes to the government entity or entities which impose them, but only if such taxes are added to the total price and collected from customers, and Operator may deduct such items from Gross Revenue. 14. RECORDS AND AUDIT (a) Operator shall maintain a cash register with tape to be used for all concession sales and participation fees and shall submit monthly accounting reports, including the daily register tape, no later than twenty (20) calendar days after the end of each month. Operator agrees to make available for inspection by City at the Site a complete and accurate set of Operator's books and records of all concession and participation sales. Operator further agrees that it will keep, retain, and preserve for the term of this Agreement all records, books, or other evidence of concession and participation sales. City shall have the right, upon reasonable notice, during the Term and within two (2) years after expiration or termination of this Agreement to inspect and audit Operator's books and records and to make transcripts therefrom to verify the payment due City. Such audit may be made at any reasonable time during normal business hours. Operator shall cooperate with City in making the inspection. If the audit shows that there is a deficiency in the payment of any fees, the deficiency shall come immediately due and payable. (b) Accompanying each monthly payment as set forth in Section 11(d) above, Operator shall file a report to City showing the manner in which the payment was calculated. The report shall be prepared by a Certified Public Accountant. In addition, Operator shall file an annual report concerning the operation and management of the Facility, which shall be prepared by a Certified Public Accountant. The annual report shall be filed with the proposed Operating Budget. 03agree/sports complex/4/3/03 8 (c) The acceptance by City of any monies paid to City by Operator, as shown by any statement furnished by Operator, shall not be construed as an admission of the accuracy of said statement, or of the sufficiency of the amount of fees, but City shall be entitled to review the adequacy of such payment as hereinabove set forth. (d) Failure to make accurate and timely payments and reports, and failure to maintain accurate records, shall be considered material breaches of this Agreement. 15, BUSINESS LICENSE Operator shall obtain, at its own cost, a Business License from the City of Huntington Beach and shall maintain such License for the term of this Agreement. 16. ARBITRATION OF DISPUTES IF ANY DISPUTE ARISES BETWEEN CITY AND OPERATOR CONCERNING THE PREMISES, ANY PROVISION OF THIS AGREEMENT, OR THE RIGHTS AND DUTIES OF EITHER IN REGARD THERETO, THE DISPUTE SHALL BE SETTLED BY ARBITRATION AS PROVIDED IN THIS SECTION. EACH PARTY SHALL APPOINT AN ARBITRATOR AND GIVE THE OTHER PARTY WRITTEN NOTICE OF THE NAME AND ADDRESS OF THE ARBITRATOR WITHIN TEN (10) DAYS AFTER A WRITTEN DEMAND TO DO SO HAS BEEN SERVED ON THE PARTY MAKING THE APPOINTMENT BY THE OTHER PARTY TO THIS AGREEMENT. THE TWO APPOINTED ARBITRATORS SHALL, WITHIN FIVE (5) DAYS AFTER THEIR APPOINTMENT, APPOINT A THIRD ARBITRATOR. THE WRITTEN DECISION OF ANY TWO OF THE THREE APPOINTED ARBITRATORS SHALL BE BINDING AND CONCLUSIVE ON BOTH PARTIES TO THIS AGREEMENT. THE ARBITRATORS MAY APPORTION THE COSTS AND EXPENSES OF THE ARBITRATION PROCEEDING, INCLUDING ATTORNEYS' FEES AND ARBITRATORS' FEES, BETWEEN THE PARTIES TO HIS AGREEMENT IN ANY MANNER DEEMED REASONABLE BY TWO OF THE THREE ARBITRATORS. THE ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION. PURSUANT TO THE CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1283.65, THE PARTIES SHALL HAVE THE RIGHT TO DISCOVERY. NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE 03agrce/sports complexl4003 9 COMPELLED TO ARBITRATION UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION. INITIALED BY CITY: INITIALED BY OPERATOR: �/ T 17. TERMINATION BY OPERATOR Operator may, upon six (6) months notice in writing to City, terminate this Agreement. 1 S_ TERMINATION BY CITY (a) Should Operator breach or default on any of the terms and conditions of this Agreement, City may terminate this Agreement upon three (3) days notice in writing to Operator. Notwithstanding the foregoing, in the event of termination under this Section 18, except in instances where the nature of the breach or default is such that it is impossible for Operator to cure, the Operator shall be allowed thirty (30) days after written notice within which to cure the breach or default which gave rise to such termination; provided, however, if the nature of Operator's breach or default is such that more than thirty (30) days are reasonably required for its cure, then Operator shall not be deemed to be in default if Operator commences such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion. (b) City may terminate this Agreement for any reason or no reason, in its sole discretion, upon six (6) months written notice to Operator. (c) Operator shall remain a non-profit organization pursuant to the laws of the United States and the State of California during the term of this Agreement, and shall provide evidence of such status to the Director annually. City may terminate this Agreement pursuant to subsection (a), above, should Operator lose such non-profit status. 19. OWNERSHIP City shall own the Site and Facilities and all improvements contained thereon except for trade fixtures installed by Operator. Upon termination of this Agreement, Operator may remove all trade fixtures and personal property without cost to City. 03 agree/sports complex/4/3/03 I a 20, INSPECTION BY CITY Operator shall permit City or City's agents, representatives or employees, to enter the Site and Facilities at all reasonable times for the purpose of inspecting said Site and Facilities to determine whether Operator is complying with the terms of this Agreement and for the purpose of doing other lawful acts that may be necessary to protect City's interest in said Site and Facilities under this Agreement, or to perform City's duties under this Agreement. 21. ASSIGNMENT Operator shall not assign any or all of its obligations and duties under this Agreement without the prior written consent of City. Any proposed assignee shall, at a minimum, be comparable to Operator with respect to financial assets and operational experience. Proposed assignees shall be non-profit organizations pursuant to the laws of the United States and the State of California. 22. NON -COMPETITION Operator shall not, during the term of this Agreement and any extensions thereto, and for five (5) years thereafter, operate another facility offering in -line hockey, soccer, or batting cages, within fifteen (15) miles of the Site. 23. INSURANCE, INDEMNIFICATION, DEFENSE, HOLD HARMLESS Operator hereby agrees to protect, defend, indemnify and hold harmless City, its officers, elected or appointed officials, employees, agents, and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs, (including, without limitation, costs and fees of litigation (including arbitration) of every nature or liability of any kind or nature), arising out of or in connection with (1) the use of the Site and Facilities by Operator, its officers, employees or agents, or (2) the death or injury of any person or the damage to property caused by a condition of the Site and Facilities, or (3) the death or injury of any person or the damage to property caused by any act or omission of Operator, its officers, employees or agents, or (4) any failure of Operator to keep the Site and Facilities in a safe condition, or (5) Operator (or Operator's agents, if any) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by Operator, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of City. Operator shall hold all Trade Fixtures, personal property and trade inventory on the Site at the sole risk of Operator and save City harmless from any loss or damage thereto by any cause whatsoever, except such loss or damage which was caused by the sole negligence or willful misconduct of City. Operator will conduct all defense at its sole cost and expense and City shall approve selection of Operator's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by Operator. 03agree/sports complex/413l03 11 24. WORKERS' COMPENSATION INSURANCE Pursuant to California Labor Cade section 1861, Operator acknowledges awareness of section 3700 et seq. of said Code, which requires every employer to be insured against liability for workers' compensation; Operator covenants that it will comply with such provisions prior to commencing performance of the work hereunder. Operator shall maintain workers' compensation and employer's liability insurance in an amount of not less than One Hundred Thousand Dollars ($100,000) bodily injury by accident, each occurrence, One Hundred Thousand Dollars ($100,000) bodily injury by disease, each employee, Two Hundred Fifty Thousand Dollars ($250,000) bodily injury by disease, policy limit. Operator shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees. Operator shall furnish to City a certificate of waiver of subrogation under the terms of the workers' compensation insurance and Operator shall similarly require all subcontractors to waive subrogation. 25. INSURANCE In addition to the workers' compensation and employer's liability insurance and Operator's covenant to indemnify. City, Operator shall obtain and furnish to City, a policy of general public liability insurance, including motor vehicle coverage covering its obligations under this Agreement. Said policy shall indemnify Operator, its officers, agents and employees, while acting within the scope of their duties, against any and all claims of arising out of or in connection with this Agreement, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of $1,000,000 per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than $1,000,000. Said policy shall name City, its officers, and employees as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to this Agreement shall be deemed excess coverage and that Operator's insurance shall be primary. Under no circumstances shall said above -mentioned insurance contain a self -insured retention, or a "deductible" or any other similar form of limitation on the required coverage. Operator shall require all subcontractors to provide such general public liability insurance including motor vehicle coverage prior to commencement of any subcontract work related to this Agreement. 26. CERTIFICATES OF INSURANCE; ADDITIONAL INSURED ENDORSEMENTS Prior to commencing performance of the work hereunder, Operator shall furnish to City certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverages as required by this Agreement; said certificates shall: 03agree/sports complex/4/3/03 12 a. provide the name and policy number of each carrier and policy; b. shall state that the policy is currently in force; C. shall promise to provide that such policies will not be canceled or modified without thirty (30) days' prior written notice of City; and d. shall state as follows: "The above -detailed coverage is not subject to any deductible or se f insured retention, or any other form of similar -type limitation." Operator shall maintain the foregoing insurance coverages in force while working under this Agreement. The requirement for carrying the foregoing insurance coverages shall not derogate from the provisions for indemnification of City by Operator under the Agreement. City or its representative shall at all times have the right to demand the original or a copy of all said policies of insurance. Operator shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. A separate copy of the additional insured endorsement to each of Operator's insurance policies, naming the City, its officers and employees as Additional Insureds shall be provided to the City Attorney for approval prior to any payment hereunder. The requirements of this Section 26 shall apply to all subcontractors performing work related to this Agreement. 27, PARTIAL INVALIDITY If any of the provisions of this Agreement should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby. 28. NONDISCRIMINATION Operator and its employees shall not discriminate because of race, religion, color, ancestry, sex, age, national origin or physical handicap against any person by refusing to furnish such person any accommodation, facility, rental, service or privilege offered to or enjoyed by the general public. Nor shall Operator or its employees publicize the accommodation, facilities, rentals, services or privileges in any manner that would directly or inferentially reflect upon or question the acceptability of the patronage of any person because of race, religion, color, ancestry, sex, age, national origin or physical handicap. In the performance of this Agreement, Operator shall not discriminate against any employee or applicant for employment, because of race, religion, color, ancestry, sex, age, 03agree/sports complex/43103 13 national origin or physical handicap. Operator shall take affirmative action to ensure that applicants are employed and that employees are treated during employment, without regard to their race, religion, color, ancestry, sex, age, national origin or physical handicap. Such action shall include, without limitation, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation, and selection for training, including, without limitation, apprenticeship. Operator shall post in conspicuous places, available to all employees and applicants for employment, notices setting forth the provisions of this Section. Operator shall permit access to its records of employment, employment advertisements, application farms, and other pertinent data and records by City, the State Fair Employment Practices Commission or any other agency with jurisdiction over these matters, for the purpose of investigation to ascertain compliance with this Section. City may determine a violation of this Section to have occurred upon receipt of a final judgment having that effect from a court in an action to which Operator was a party, or upon receipt of a written notice from the State Fair Employment Practices Commission or other government agency with jurisdiction over these matters that it has investigated and determined that Operator has violated the Fair Employment Practices Act or other applicable discrimination law and has issued an order which has become final, or obtained an injunction. In the event of violation of this Section, City shall have the right to immediately terminate this Agreement, and any loss of revenue sustained by City by reason thereof shall be borne and paid for by Operator, at its sole cost and expense. 29. CONFLICT OF INTEREST Operator warrants and covenants that no official or employee of City, nor any business entity in which an official or employee of City is interested, (1) has been employed or retained by Operator to solicit or aid in the procuring of this Agreement; or (2) shall be employed by Operator in the performance of this Agreement without the immediate written divulgence of such fact to City. In the event City determines that the employment of any such official, employee or business entity is not compatible with such official's or employee's duties as an official or employee of City, Operator, upon request of City, shall terminate such employment immediately. For breaches or violation of this Section, City shall have the right both to immediately terminate this Agreement without liability and, in its discretion, recover the full amount of any such compensation paid to such official, employee or business entity. No official or employee of City shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Cade. 34. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 03agree/sports comp[ex/4/3/03 14 31. NOTICES All notices, demands and other communications required or permitted under the provisions of this Agreement shall be in writing, unless otherwise specifically specified to the contrary, sent by personal delivery, by messenger, by telegram or by registered or certified first class mail, postage prepaid, return receipt requested, to the party or parties herein specified to receive such notices, demands or other communications at the following addresses, or at such addresses as the Parties shall from time to time designate in writing: CITY: Community Services Department 2000 Main Street Huntington Beach, CA 92648 Attention: Community Services Director OPERATOR: Community Parks Foundation, Inc. Anton Center 575 Anton Boulevard Costa Mesa, CA 92626 Attention: David Collier 32. COMPLIANCE WITH LAWS Operator, at its sole cost and expense, shall comply with all statutes, ordinances, regulations and requirements of all governmental entities, including, without limitation, Federal, State, county or municipal, relating to Operators' use of the Site and Facilities, whether such statutes, ordinances, regulations and requirements be now in force or hereinafter enacted. This Agreement is expressly subject to the laws, regulations and policies of City. Operator shall deliver to City a copy of any notice from any governmental entity received by Operator regarding any alleged violation of law regarding the Agreement or the Site or the Facilities, or from any person allegedly entitled to give notice under any conditions, covenants, or restrictions binding or affecting the Site or Facilities. The judgment of any court of competent jurisdiction, or the admission by Operator in a proceeding brought against Operator by any government entity, that Operator has violated any such statute, ordinance, regulation or requirement shall be conclusive as between City and Operator and shall be grounds for termination of this Agreement by City. 33. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or 03agree/sports complex/4/3/03 15 requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 34. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 35. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 36. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. REST OF PAGE NOT USED 03agree/sports comp[ex/4l3/03 16 37. ENTIRETY The foregoing, including any exhibits attached hereto and incorporated herein, sets forth the entire Agreement between the parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized offices the day, month and year first above written. COMMUNITY PARKS FOUNDATION, INC., a Non -Profit Organization By: print name ITS: (circle on Chaim sident/Vice President AND By:4't safte hoc �2 print name ITS: (circle one) ecret Chicf Financial Officer/Asst. Secretary - Treasurer REVIEWED AND APPROVED: Cit Administrator CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California r j ATTEST: City Clerk APPROVED AS TO FORM: IA1031�:! 4 City Attorney f �' INITIATED of Community 03agree/sports complex/4/3/03 17 p .p, EXHIBIT #A—ItiAre 'JADE PEDESTRIAN — CORRAOp REFER TO 14ET 31 t PEfER TO SITE ENLARGEMENT j " SHEET 11 WITH PARKING 'AT AND FUTURE :ONCESS!ONAME AREA '•WIOR VEHICULAR -- .,. ENTRY/EXIT WITH NORTH — :ND SOUTH BOUND TRAFFIC` REFER TO SHEETS 13 16 FOR . sriv:�;�Tnfs EXISTING DISC GOLF COURSE SECONDARY VECIIUULR ENTRY/EXIT WITH NORTH ROUND TRAFFIC ONLY . >MCYTES TREES y ' to SHEETS 13.16 T^R STE VIGNETTES �39 I 8 tR f. SHALL BE .. _ §§§((( ,"A!EMALL u'CAED AT PpOPEI7Y TINE . NO AS SHOWN I I F.. E:JFFER ZONE WIDL TREES EXISTING LIBRARY VEHICULAR ENTRY ONLY ROAD AT TALBERT EXISTING PARKING LOT T.LBERT AH.vuE VEHICULAR ENTRY/EXIT ROAD FROM SPORTS COMPLEX REFER TO SITE ENLARGEMENT -D'. SHEETS 12 AND 15 WITH RESTROOM AND CONCESSION BUNTING, TOE LOT. SPORTS FIELDS AND SITE VIGNETTES REFER TO SHEET IS FOR - - TALBERT PLAZA SECTIONS I I'-- MAINTENANCE FACILITY - REFER TO .SHEET 20 CLOSED ,GUN RANGE REFER TO SITE ENLARGEEMENT'B'. SHEET 10 WITH PARKING LOT, FUTURE CONCESSIONAIRE AREA. SPORTS FIELDS AND MAINTENANCE FACILITY _ 10' WIDE. NATURAL COLOR PERIMETER ACCESS WALK, TYPICAL BALLFIELD PLAZA -REFER TO SHEET 21. 23 AND 24. BALLFIELD ENLARGEMENT. SECTIONS AND BALLFIELD DETAILS AND SITE AMENITIES REFER TO SITE ENLARGEMENT *A!. SHEET 9 WITH RESTROOM AND CONCESSION BUILDING. TOT LOT. AND SPORTS FIELDS REFER TO SHEETS 13-16 FOR SHE VIGNETTES TYPICALLY FOR SHEETS 'A D' REFER TO PRELIMINARY SITE GRADING. SITE EIECTRJCAI PUNS, ELECTRICAL SITE !!"EN ROCKWALL AND EXISTING- _ AMENITIES. SPORT FIEIDIIGHTS. AND SPORTS FIELDS EXISTING SITE FENCING PLAN, SHEETS 28 OCEAN VIEW ESTATES EXISTING MOBILE HOMES SULLY MILLER i LAKE I I i L f 1 . FWR'AYFMIE NEW CONCRETE CURB AND SIDEWALK ADJACENT TO TALBERT AYTWE - BALIFIEUTREFER To EXISTING ORANGE COUNTY TRANSFER STATION SHEET 22 PUN VIEW AND SECTIONS -• NEW CONCRETE i CURB AND SIDEWALK ADJACENT TO GOTHARO - - BALLFIELD P A2A I REFER TO SHEET 23' AND 2A, IIAIIHEIO DETAILS AND SHE AMENITIES SPORTS COMPLEX SITE LAYOUT PLAN CENTRAL PARK CITY OF HUNTINGTON BEACH, CALIFORNIA 1.4 10 "' s ' EXHIBIT #B—:S�,%,--�s HUNTINGTON CENTRAL PARK SPORTS COMPLEX PHASE I - OPENING FALL 2003 Ra dn,om & Concession Building. Tat La, EXISTING LIBRARY Sports Fields Ste Vignettes Naw Concrete Curb and Vehicular Entry On ly Sidewalk Adjacent to Road at Talbert Talbert Ewsting Perktngg Ld Talbert .:k venue Vehicuar EnbylExit Road Talbert Ave. From Sports Comple% Blamed 4mi,it .- - f iNew Con.r Is Curb 2C Ad. Pedestrian Comdu +!� '� S • l "ID" oG�3ldard Adjacent wyi gyp,, 9 4 Af _ PHASE n Maly Veh lcular" Entry/ErW aih North -�- — - _- - Belleeld place and Seth Bound TmlBc .`ice t rMeirianance Facility a? EXISTING EXISTING CLOSED ORANGE COUNTY DISC GOLF , t a�" GUN RANGE TRANSFER STATION COURSE Secondary Vehicular g EMrylErt wth North Sound Traffic Only �`...- r l Oendes Trees ni L IC whoa Natural Cdar Perimeter Y -`F ACceee Walk. typical Bielefeld place, _, nAtt z Block Vital Shall Be - _ TOL dtdt, andnOlson. FIWr� Building p Ucceded at Property Una andas Shown ra Buffer Zane wlh Trees - Behinu n Block �Ual and Spats Fields EXISTING OCEAN VIEW ESTATES EXISTING MOBILE HOMES SULLY MILLER LAKE 1 I t -Ellis r[venue _-_ _ _.__ _ 45-ACRE SPORTS COMPLEX PHASEI PHASEII mc8 Softball Fields Overlaid with 8 Soccer Fields (lighted) * Batting Cage 2 Food Concession/Restroom Buildings 4 Indoor Courts for Roller Hockey and 2 Tot Lots Soccer * 800+ Space Parking Lot (entrances off of Goldenwest & Tal bert) eta Project Cost: $18,000,000; Financed through Revenue Bonds THE MAJORITY OF USE WILL COME FROM YOUTH SPORTS GROUPS PRACTICE & TOURNAMENTS AND THE CITY'S ADULT SOFTBALL PROGRAM EXHIBIT #C.-��.` ACCESS ROAD WEST STREET WE PHOENIX DACT DATE PALM NI TO GOLDEN ��/�\[\J� MC lAENT. PHASE , YLFERA TIEDJ00.' . \� CONCRETE SPHERE BOLLARDS, PHASE I ,\ ENTRY FEATURE. CONCRETE SPHERE ON PILASTER BIKE RACKS ID - - - PHOENIX DACTYLIFERA'MEDJOOL' —� DATE PALM CLUBNOUSEIIESTROOM BUILDING BY DOE. -- LAGERSTROEMA FAUREI -TUSCARORA' - CRAPE MRYTLE BATTING CAGE BY CSF• APPROX. 160'x 14V TRISTANIA CONFERTA BRISBANE BOX TUBULAR STEEL FENCE/ CHAIN 4 LINK FENCE TO MATCH PHASE I PODOCARPUS GRACRIOR --- FERN PINE SHRUB AND (WOUROCOVEA - AREA.TYNCAL _— DECOMPOSED GRANITE, COLOR TO ALTERNATE CALIFORNIA BOLD AND TEMESCAL ROSE CONCRETE WALK, PHASE 1 BLEACHERS. TYPICAL HOCKEY COURT 86' % --- %6' WRH ADJACENT BLEACHERS RHUS LANCEA - AFRICAN SUMAC PODOCARPUS GRACILOR -'-- FERN FINE PLATAMJS ACERIFOLIA 'BLOODGWIY LONDON BANE TREE ----LLAAGERSTROEMA FAUREI'TUSCARORA' LJ NAPE MRYTLE t EAlE BOXCAxMA (WAMXO _i Fm FINE _ \\ HOCKEY / -. SOCCER - ACCESS ROAD TO LIBRARY AND .✓+ i. TALBERT AVENUE. PHASE , TURF AREA TO CONNECT TO Ham/ ADJACENT SOCCER FIELD, PHASE 1 i DECOAIFOBED GRANITE TYPICAL PLATANIJS ACERFOIJA 'SLOODGOOD' LONDON PLAN: TREE SOCCER FIELD XXY X 21V WITH 1 ADJACENT E.EACHERS RHIJS LANCEA I,.. AFRICAN SUMAC PODOCARPUS GFACLIOR FERN FINE SHRUB AND (WOUNDCOVER —_ AREA. TYPICAL --- - LAGERSTROEMA FAOBEI'TUSCARORN CRAPE MRYTLE TUBULAR STEEL EMERGENCY ACCESS \ GATE (SINGLE) -- PODOCARPUS DRACLKW, FERN PINE e - RNUS LANCEA, AFRICAN SUMAC HOCKEY COUNT 85- X 185- WITH ADJACENT BLEACHERS TUBULAR STEEL EMERGENCY F \ ACCESS GATES DOUBLE) -MAINTENANCE FACILITY, PHASE I C AERS YTLEA FAME! TUSCARORA' ) \ CRAPE MRYTLE / `—PODOCARPU9 GRACLIOR FERN FINE 1 LAGERSTROEMA FAURE'TUSCARORA' CRAPE MRYTLE -SOCCER FIELD VO' X 218', WITH ADJACENT BLEACHERS a CONCRETE GRID —_ — — CONCRETE WALK. PHASE 2 SHRRIB AHD (WOUDCOVER AREA. TYPICAL �CSF• THE COMMUNITY �--TUBULAR STEEL EMERGENCY ACCESS GATE (SNOLE) SPORTS FOUNDATION ILLUSTRATIVE SITE PLAN )ma.Pw,a e.K.. un RENSIONS 7, - _ arc rc n:xrv�cRN u-Am 'BATTING CAGE SOCCER HOCKEY I ' 5 SCHEINLE B PACKAGE DESCIN SOCCER aHOCKEY ARENAS BAITING CAGE SYSTEM The following is a description of the soccer/hockey field package to be delivered and installed: Quan. AI! Equipment Supplied By CPF with designated manufacture) : Item MANUFACTURER: CPF & INTERSPORT TRADE. GROUP/EMERALD GREEN POLYE TURF SYSTEM: (2) 100' x 215' (21,500 sq. It K 2) Polyethylene rubber infiil turrsystem Total Sports field coverage: 44,000 sq. ft. White inlaid perimeter lines, polymer painted goal boxes/circles (2) "SOFTBOARD" lndoodoutdoor Ground Mounted Boundary Retention System- Portable 1260 lineal feet (100' x 215 x 100' x 215' x 2 field systems) MANUFACTURER—CPF/Ground Zero Hockey Flooring. Canada (2) 85' x 185' inline hockey floor systems with Dasher Boards, Goals, Glass & Nets Maple Gold Indoor/Outdoor Dasher Systems (2) systems MANUFACTURER: CPF/COCA COLA SPONSORED PREMIER ELECTRONIC SCOREBOARDS (4) Lighted Scoreboards- IndoodOutdoor MANUFACTURER: CPFICOMBUSTION RESEARCH ENGINEERING- RADIANT HEATING SYSTEMS (16) Premium Outdoorlindoor Radiant Heat System: 16 units- 20 'single burner gas- Omega 11 210' length of heating- Portable mount Over player boxes and small spectator area of each field (can be building mounted when pavilions are installed) CPFIST MANUFACTURER: STRUCTURES Modular'Systems, Silverton, Oregon: $92,500 manufacture cost _ , , , , ,EE=L ,,....,, (1) 36' x 55' (1980 sq. ft.) Modular, Portable Clubhouse/restnooms,lconcessions Built to UBC & California commercial code and approved by Comm. Services Director Including: Interior finish, carpeting, lighting fixtures, Interior walls) standard heat and A1C Handicap access ramps, men & women restrooms to ADA standards reception counters and management office- Delivered/set up- Landscaped, signage CPF/ABC COMMERCIAL F3AT_TI_NG CAGE SYSTEM/SELECT CONTRACTING SERVICES: 9 Station System- 6 dual machines, 3 standard Includes turnkey installation from ground up- concrete, fencing, netting, ball retrieval, 9 batting stations, nine pitching machines. Coin Operated MANUFACTURER: CPF/JAYPRO ALUMINUM BLEACHERS (12 SECTIONS) 15' ALUM. Bleachers- 5 Row System with safety railings- Optional sun/rain seating covers INSTALLATION SERVICES: CPF/GROUND ZEROIEMERALD GREEN/INTERSPORT SG INSTALLATION CPFIEmerald Green PolyE Turf- 4 man crew x 4 days x 2 fields CPF/InterSport Trade Group- "SoftBoard" portable Border System, soccer goals, field lining CPF/Lighting system installed by Community Parks Foundation with local electrical contractor CPF/Ground Zero Hockey systems- 4 man crew CPFIBattmg cage installation crew with ABC supervisor and Select Contracting, Boise, Idaho TOTAL COST OF SPORTS SYSTEMS $826,438 TOTAL COST SITE & UTILITY PREPARATION AND CONSTRUCTION: $225,400 10% CONTINGENCY $105,000 TOTAL CPF FINANCE PACKAGE REQUIREMENT $1,156,838 From: Dominguez, Dave Sent: Tuesday, May 13, 2003 9:54 AM To: Hagan, Ron Subject: Phase 2 Estimate-R Items To Be Included In Phase 2 — Valley Cres Feature Entry Colored Concrete •Flat%ork (4" grey concrete) Sandblasted and Sa Cut Decomposed Granite Tree Grate Installation Irrigation Shrubs Palms Trees-15 .Gallon Mulch, Root Barriers, Staking, Soil Amendment DG Path Demo Fencing Entry Pilasters Per Detail B/L=9 Electrical & Musco Lights Overhead 15% Mark-up Quantity Unit Unit Price Sub -Total 750 SF $20.00 $15,000.00 w 31,855 SF $4.00 $127,420.00 , 40,000 SF $1.50 $60,000.00. 15 EA $200.00 $3;000.00 80,000 SF $1.50 $120,000.00 1 EA $32,000.00 .$32,000.010 24 EA $3,500.00 $84,000.00 143 EA $150.00 $21,450.00 .: s 1 EA $35,000.00 $35,000.00 6,000 SF $2.00 $12,000.00 .: 1 EA $30,000.00 $30,000.00 '4 EA. $2,150.00 $8,600:00 1 EA $229,000.00 $229,000.00 4 MO $35,000.00. `: -.$140,000.00 1 EA $917,470.00 $137,620.50 $1,055,090.50 TOTAL: Contingency Funds @ 10% Supplemental Funds @ 5% TOTAL $105,509 52,764 $1,213,363 EXHIBIT City of Htintington Beach Civic Center 2000 Main Street H u n t i n g t o n Huntington Peach, California 92648 r c r a; c l t y.... u s e _site (714) 536-5511 a,4 www.surfcity-hb.org Sports Pavilion Complex Proposal for Central Park- Featuring: • 2V50 Sp. Ft. Covered Pavilions • Batting 0300S • Tension Fabric Technology • Ughted Neated • Modular Chose a Owes • Buhhor leflll Turd SvMm • Ground Zero Bockoy Flooring • Meets all building codes RESPONSE TO IIk. t"l I 1 FOR PROPOSAL �� I j k MARCH 1 2002 COMMUNITY PARKS FOUNDATION, Inc. Cost Mesa, California NATIONAL COMMUNITY SPORTS FOUNDATION, Inc. 4676 Commercial SE #1 Salem, Oregon 97302 503-375-2046 www.ncsfoundation.org INTERSPORT TRADE GROUP A National Alliance of Manufacturers bliallop each TABLE OF CONTENTS RESPONSE TO REQUEST FOR PROPOSAL. CITY OF HUNTINGTON BEACH, CAE. I. GeneralOverwew 11. SmnmSry of Key Perseml and weriencea lll. lnterSuort Manufacturing Assoc: A Natlegal Consortium: 1V. STATEMENT OF PROPOSED CONCEPT OF OPERATIONS V. ODR GENERK PROPOSAL 1. PROPOSAL OVERVIEW- Design, Acquisition 2. PROPOSED COST OF FABRICATION AND INSTALLATION. 3. MANAGEMENT AGREEMENT. 4. FEES AND REVENUE. 5. BUSINESS PLAN. Vl. RESPONSE TO REQUEST FOR PROPOSAL FOR INSTALLATION AND OPERATION OF A COMMUNITY SPORTS COMPLEX AT CENTRAL PARK CITY OF HUNTINGTON BEACH, CALIFORNIA Submitted by: The Community Parks Foundation, Inc. A 501(C) (3) non profit The National Community Sports Foundation, Inc. a nonprofit foundation The Inter-SportanufacturingAssoc.: National Community Sports Foundation, Inc. FreeSpanl Engineered Systems Inc. American Spaceframe Fabricators, Inc. CanDoo Manufacturing, Inc. Daniel Green Engineering MBS Modular Building Systems, Inc. LSI Lighting, Inc. Combustion Research Heating Systems Ground Zero Hockey & Turf Systems Bank One Prime Funding Source I. General Overview: The Community Parks Foundation, Inc. (CPF) is a non-profit organization formed to foster, encourage and facilitate public -private partnerships with cities, counties, park & recreation departments, colleges and schools. The primary goal is to provide sports facility and community park installation and management services that can impact a broad regional community base. This is done in cooperation with other organizations who also have a desire to develop public -private partnerships to help fund and support park and recreational services. Although CPF is a new organization (founded in 2401), CPF was funded and launched by the National Community Sports Foundation, Inc. (NCSF). At the same time, NCSF was instrumental in forming an impressive national alliance of manufacturers and lenders (The InterSport Manufacturing Assoc. Inc.) with the ability to serve as a logistical support consortium that is committed to making affordable sports facilities available to communities across the nation. CPF was initially formed because of interest and demand by various municipalities and agencies in the Pacific Northwest and the Southern California region. The address and offices for CPF are as follows: Community Parks Foundation, Inc. Anton Center 575 Anton Blvd. Costa Mesa, Cal. 92626 Community Parks Foundation/Nat. Community Sports Foundation, Inc. 4676 Commercial St. SE #1 Salem, Oregon 97302 IT IS OUR BELIEF THAT THE STRENGTH OF THIS RESPONSE TO THE RFP IS BASED ON OUR NATIONAL DEPTH AND EXPERIENCE IN BOTH THE PRIVATE AND NONPROFIT SECTOR ALONG WI.TI I THE COMMITMENT OF THE MANUFACTURING ALLIANCE, THIS TEAM CAN BRING HUNTINGTON BEACH A SUCCESSFUL. COMMUNITY SPORTS COMPLEX II. Summary of Kev Personnel and EXueriences: Ilea 90111m is the Executive Director of the Community Parks Foundation, Inc., Costa Mesa, California offices. Dave is also a member of the Board of Directors of both the Community Parks Foundation, Inc. and The National Community Sports Foundation. Dave has more experience, both building and managing large inline community hockey facilities, then probably any person in North America. He is also the founder and president of Ground Zero Hockey Systems, Vancouver, Canada. Dave would be the on -site manager for this Huntington Beach Project. J$Mh WCOWWA is an Oregon and Virginia attorney with 19 years experience in non-profit law, business law and sports development. As a former owner and general manager of a Division III professional soccer club, he has over 10 years of hands on experience in sports management and community sports. O'Connor is currently also a Coach, Board member and President of The Capitol Youth Soccer Club, the oldest continuous youth soccer club in the Oregon state capitol of Salem. lend# Beet is a former professional soccer player, raving played for the highest level of Division I soccer in both Mexico and the North American Soccer League in the US. He and his family own a chain of restaurants that has allowed Mr. Baez the luxury of investing time and energy into his first passion- soccer. He has been a professional Soccer coach at the international level and has owned various sports management groups and agencies. He also serves as an advisor and youth training and development director for the legendary Leon Division I Soccer Club, Leon, Mexico. AWWSM is on the Board of The Comnumity Parks Foundation, Inc. and is the Executive Director for CPF in the Pacific Northwest Offices. She has a professional marketing and consulting firm (AM Silva & Associates) that specializes in resource development for community and sports projects. She has developed a corporate partner funding program that draws a broad spectrum of business and private sector interests into involvement and financial support for community park and sports programs. Her program is designed to invite and involve 300 corporate partners within 18-24 months into a community based project in a manner that brings up to $150,000+ per year into the program. kreer a Renew, IeL 1~01 NeeMB# based in Tulsa, Oklahoma, B & B is a regional and national, integrated marketing firm that provides communication media, materials and public relations experience to effectively market a non-profit community based project to the local and regional community. This firm will work on the front line with AM Silva and Associates and David Collier, Executive Director, to present the project and the sports activities to the local and regional Huntington Beach Community and to involve the business and corporate community as well. In. N110 011 MBIWIBCMIINN Asset.- A Kadsgst Cus0rtis�l: Arl &=Seeeelmme FaIrlalsM Inc. (ASFI) A highly talented and very experienced design and operational staff gives ASFI the ability to develop an "out -of -the -box" building design for a projects specific needs and budget. Led by founder and CEO, Curtis C. Tomlinson, ASFI's team of professionals have more than 30 years of award winning industry experience and accomplishments to support any project. ASFI, together with FreeSpanl and CanDoo Manufacturing form an impressive triad of tension fabric sports facility manufacturers and fabricators. ASFI's administrative and manufacturing facilities are located in Crystal River, Florida, north of Tampa.. The truss system SportSpan provides a strong, high snow load engineering that allows sports to be played "indoors" but with natural light and excellent ventilation. The right blend of design and function come together with your choice of roll up or custom canopy doors and sidewalls covered with fabric, Plexiglass, metal, or masonry. hubmd WWeKW ftstmo is a design, support and oversight company formed to coordinate the engineering, n- anufacturing and installation of free span tension fabric structural systems. This firm will work in tandem with Candoo Manufacturing and ASFI to ensure all national and local building codes are met and to work hand in hand with the installation of facilities. Both FreeSpanl and CanDoo Manufacturing will have experienced supervisors and crews on the ground and on site during the installation of the Huntington Beach project. @NO" MWENCUMIL lot. - With a combined 34 years of experience Candoo Manufacturing, founded by Larry and Karen Rowat in Oregon, have fabricated and erected tension fabric architectural facilities all over the United States for major sporting events and smaller state and county fairs. They have worked extensively in the electronic weld system used with PVC structure free span systems. They have served large sports and public event projects from coast to coast. &8MIM IMMY uwShuts - Ground Zero Ltd., Vancouver, Canada, introduces the newest and most advanced roller hockey surface to be found today. Ground Zero roller hockey flooring was designed exclusively by hockey players with an understanding of what the present and future roller hockey player demands. Ground Zero is a fast action, high performance roller hockey flooring system designed for optimum wheel grip while maintaining frictionless puck movement. Lateral quickness is enhanced by locking tiles that stay tight giving added grip and instant response for explosive power! Ground Zero is durability tested to stand up to the rigors of today's serious roller hockey abuse. Dow Srm ENOWeefts- Daniel Green is a nationally experienced structural engineer specializing in steel frameworks. He is licensed in all 50 states and Canada and has taken the lead in designing and consulting for FreeSpanl and CanDoo manufacturing an. innovative Dutch Gambrel I-beam design that provides an open ceiling, freespan system requiring no columns or center supports. ESHe Mc. LSI Industries Inc. was founded in 1976 and today is uniquely positioned to deliver both design and manufacturing excellence for today's image -conscience world. Through a combined offering of lighting and graphics products, as well as corporate wide visual image programs, LSI continues to provide innovative lighting and image solutions for the world's most successful corporations. UMNION lenud OMWAN, headquartered in Rochester Hills, Michigan, designed and developed the first Reflect-O-Rayt Infrared Heating System in 1956. The patented Reflect-O-RayV and Omega IID systems have been installed in thousands of applications on an international level. Reflect-O-Ray® Engineered Design Systems and Omega 110 Pre Engineered Packages are the finest low intensity vacuum vented and power vented systems available. Reflect-O-RayS and Omega III systems provide users with unparalleled comfort, dust and draft reduction with dynamic energy savings. Bad Has grown to become one of the nation's leading financial institutions, and this growth allows them to focus on new, national lines of business, continuing product innovation and enhanced customer service. Bank One has an innovative Equipment Lease Lending program tailored for government borrowers and public -private projects that makes available development and project improvement capital for as low as 3-40/a APR. fdM F■■W Ste, In. PFS has been in the equipment Leasing business since 1977 and is a nationwide independent equipment lease broker and agent. They have generated both wholesale and private sources of fiends and continue to support our customers over the lean as well as the good years. As a dedicated fiznding source, PFS provides many alternate resources and are not limited to rigid parameters. They are known to make every effort to listen to and promote a project or Lessee's needs, so that they can move forward in their businesses. Headquarters is in the growing industrial and financial center of Yavapai County, Arizona. K STATEN NT IF FIROSEN CONCEPT ®F YPERATINS The conceptual format that we have proposed here is unique in that, rather than having a desire to be a traditional vendor/concessionaire for the City, it is our vision to serve the overall interest and critical needs for recreation and sports facilities using a "public private partnership„ approach. Our nonprofit foundation(s), and the manufacturing alliance that supports it, were formed specifically to foster and encourage creative solutions for cities and park and recreation departments. One of the overall objectives is to provide a specific solution for cities to install sports facilities that will not only pay for themselves, but do so with little or no general budget tax funding. This is our goal with the Huntington Beach Project- To install and operate the facilities in such a manner that significant support revenue is generated to help fund the overall financial objectives of the Central Park Facilities. It is anticipated that this would be done pursuant to a formal "Operations and Management Agreement" that would be finalized with the City once the RFP is awarded. Y M GEM PRGPASAL 1. PROPOSAL OVERVIEW- Design, Acquisition and Fabrication. Our national manufacturing alliance, in consultation and cooperation with The Community Parks Foundation, Inc. and NCSF proposes to design, engineer, fabricate and deliver 4 turn key tension fabric sports pavilions, two for soccer and two for inline hockey, at Central Park in Huntington Beach. Each facility would be approximately 110' x 225' and be made of a structural steel framework and a high quality PVC semi -translucent fabric, as per the specifications of the RFP. The interiors would be finished out with radiant heating, LS1 Sports Lighting and either 33 oz. synthetic poly ethylene rubber infill soccer turf or Ground Zero Hockey 10" x 10" PVC hard plastic sports flooring, as per the specs of the RFP. In addition, a modular, portable clubhouse/restroom and office facility would also be manufactured and delivered to serve the project. Proposed size would be approximately 1800 square feet and finished out in professional office quality interior with rest rooms, an office and an open concession area. A complete package description of the Tension fabric pavilion is hereby attached and incorporated by reference into this RFP proposal. In addition, batting cages, with coin or token operated pitching machines would also be acquired and installed at the best wholesale or retail price available on the market as an additional program at the sports complex. These facilities will be delivered and installed subject to the site being prepared and ready to receive such installation. It is anticipated that either a gravel base with a minimal concrete grade beam will be required (for soccer) or a "Flowable Fill" base (for hockey) will be required. The city will be provided detailed engineering plans for the site preparation. FreeSpanl and CanDoo Manufacturing would provide the installation crews to erect the sports pavilions, which would take 4-6 days per pavilion. Other local contractors will be required, at additional cost, to hook up utilities, plumbing, site preparation, handicap access, etc. 2. PROPOSED COST OF FABRICATION AND INSTALLATION. The cost to engineer, fabricate and install each pavilion (exclusive of site preparation) will be between $13.25 and $15.25 per square foot, per pavilion, phis taxes and shipping, depending on the final design and amenities elected by City Staff. This price includes the tension fabric structure, turMwckey flooring, lighting, radiant heating, doors, scoreboards, open side wall design and a sound system. An optional dasher board wall system, for the hockey pavilions, can also be added and included at a wholesale acquisitin price. The cost to manufacture and install the central clubhouse/office/restroom facility shall be approximately $45.00 per square foot plus delivery and set-up. 3. MANAGEMENT AGREEMENT. The Community Parks Foundation, Inc., in and through the efforts of its Executive Director, David Collier, would provide onsite, day to day management services to operate the facilities in a professional manner and to maximize operations revenue for the City of Huntington Beach. This would be done pursuant to a final Agreement to be executed with the City and pursuant to all of the general terms and conditions as outlined in the RFP. The facility would be managed and operated as a nonprofit public facility. The Community Parks Foundation, Inc. would provide the management services based on an agreed compensation formula to be developed in cooperation with the City of Huntington Beach that complies with. the Internal Revenue Service Private Activity Bond Regulations and Revenue Procedure 97-13 and Section 141 (b) of the Internal Revenue Code, 1986. Our desire is that reimbursement and compensation for management services would be based on a percentage of the gross revenue generated at the sports pavilions and batting cages. David Collier's expenses and salary would be covered by the Community Parks Foundation, Inc. All other expenses, including staff, utilities, supplies, advertising, insurance, public relations and all other direct and indirect expenses would be paid for out of the operations revenue generated at the facility. The prospective operations budgets and income and expenses are hereby attached and labeled "Financial Projections" . The hours of operation will be established by mutual agreement, but generally will be from 7:00 AM to 11:00 PM. seven days a week. 4. FEES AND REVENUE. Fees will be charged and revenue will be earned primarily at the sports team and league level, charging each team a registration fee for joining established leagues and sports programs that will be offered. At maxunum capacity, each soccer field or hockey pavilion would be able to generate $450,000 - $550,000 per year. It is anticipated that it would take up to 2-3 years to achieve maximum usage and capacity, subject to market conditions and demand. Other revenue will also be made from individual players without teams, special tournaments, field rentals, concessions, and other sports events at the facilities. Additional revenue will also be generated through offering corporate sponsorships, partnerships and naming rights, as developed by A.M. Silva and Assoc. and by Berger and Berger Integrated Marketing. It is hoped that this revenue, generated for the city, could reach an additional $100,000 + per year. At all times, the facilities would be open to the public and operated in a non-discriminatory manner in compliance with local, state and federal law. Additional revenue will be earned through the sale of food and drink concessions, sports equipment and apparel and other concession activities at the facilities. It is proposed, that these management services would be offered pursuant to an initial Five (5) year term followed by renewable five year increments at the city's option. No major changes or modifications in the formal Agreement would be requested that would be deemed to be inconsistent with the RFP that has been issued by the City. Ultimately, the operations budget and management fee would be determined jointly between the City and The Foundation pursuant to the Management Agreement. The management team will also be responsible to undertake regular maintenance, janitorial and clean up in and around the soccer, hockey and baseball facilities, which will be fenced and protected by park security. 5. BUSINESS PLAN. See attached "Business Plan" which was prepared by Dave Collier based on his personal and professional experience with building and managing two Wine hockey facilities. The principles for marketing and operating the soccer pavilions and even the batting cages are similar and applicable to this business plan. See also the Cash Flow projections for Year 1, year 2 and Year 3 which are also incorporated by references into this Proposal. A similar Indoor Soccer Income/Expense projection is provided here for further guidance. Actual revenue is based on market conditions, demand, etc. Yi. SrUMMY. This Response to the Request For Proposal is a unique, broad based solution to providing the highest quality products, services and management. Drawing upon nationwide resources of design, engineering, manufacturing, and professional management experience, this team approach serves as an exciting solution to impact the local and surrounding citizens of the City of Huntington Beach, California. Our focus is two -fold, To provide state-of-the-art, high quality sports facilities and do this in such a way that they not only pay for themselves, but that this project generates significant, sustainable support and operations revenue for the Central Park project for years to come. It is our firm belief that the organization and operation of this project, using this innovative approach, will serve as a shining, national model for other communities around the United States to emulate. HUNTINGTON BEACH ROLLER HOCKEY CENTER BUSINESS PLAN THE FACILITY The proposed building for the twin roller hockey facility will be utilizing state-of-the-art construction technology. The facility itself will be erected using a pre -designed and pre -assembled aluminum frame. The structure will then be sheathed in a tension fabric surface with optional brick exterior. National Community Sports Foundation will be providing the materials and design plans for the proposed facility. The NCSF building will provide significant advantages over conventional structures in the following ways: Savings on Cost of Construction The lightweight nature of the NCSF structure eliminates the need for deep foundation points for walls. A 100x200 facility can be erected in 3-5 days using minimal manpower and can be deemed semi -permanent. The use of tension fabric allows for an affordable alternative to conventional concrete tilt -up or steel buildings. Low Maintenance and Multi -Purpose The entire building is designed to be corrosion free and low in maintenance. The fabric tension surface is completely weather tight and its unique ceiling system allows for a large clear -span area so that it is more suitable for a multi -purpose building. A 100" building will be 337" high allowing basketball and volleyball to be played in the same facility. UNIQUE FLOORING SYSTEM NCSF intends to use a performance enhanced flooring system to the HBRHC (Huntington Beach Roller Hockey Center). The product, Ground Zero, consists of a highly durable inter -locking floor tile that permits enhanced acceleration, added wheel grip, and frictionless puck movement. The tiles can be quickly and easily removed and replaced if damage occurs and can be used for alternate sports such as basketball, volleyball, lacrosse etc. It is widely known that roller hockey enthusiast will insist upon and pay extra to skate on rink floors equipped with these types of flooring systems. PRODUCTS AND SERVICES PROVIDED BY HB ROLLER HOCKEY CENTER HBRHC will provide customers with all amenities and services expected from a one -stop recreation facility for roller hockey or in -line skating facility. This list includes: Two Dry -Floor Surfaces HBRHC will have two regulation sized dry -floor surfaces manufactured by Ground Zero Flooring, These surfaces are suggested to be 185x85, which meets requirements for local and international roller hockey tournaments, and organized league games. These surfaces have been designed for over 15 different sports including in -line skating, basketball, volleyball, lacrosse, ball hockey, and various racquet sports. Ground Zero Floors are particularly well suited for in -line skating and similar floors are being used for NCAA volleyball. Ground Zero Floors are inter- locking tiles that allow for the floor to be portable if necessary. Each square foot of the Ground Zero surface has the exact same physical properties and smooth surface finish. In addition, the design allows for shock absorption to reduce potential for serious injury and equipment wear. Therefore, Ground Zero Flooring offers a smooth, safe surface for in -line skaters of all abilities. Pro Shop The suggestion by NCSF to HBRHC is to use a company called HockeyGiant, which is based in Anaheim California, to become a one -stop store for all in -line skating needs. HBRHC management will operate the shop with suppmt from HocheyGiant. HockayGiant is an internet/retail company that offers small operation shops such as a pro shop to acqu re the latest equipment through their buying power. Normally it is hard to get all the current lines from bigger companies such as Mission, Easton, Bauer, CCM, etc. without buying a large quantity of stock. Partnering with HockeyGiant will allow HBRHC to have all the current lines in a small 500 square foot pro shop. The cost for set up will be considerably less than standard pro shops. Cost for a turn -key HockeyGiant pro shop would be $30,000.00 while traditionally it could cost upwards of $150,000.00. Concession HBRHC will operate a concession with the basic necessities for the publics needs. It is the suggestion of NCSF that the pro shop, concession, and reception/enrollment desk be constructed in a way that they are all accessible for a single operator to run. During evening when adults are playing it would be good to keep all amenities open with little staff requirements. League Games Based upon NCSF management experience, league games generate considerably more revenue than facility rentals; therefore, HBRHC primary focus will be League games. Management will organize leagues and schedule games based upon the same techniques that have been successful in other facilities. Seasons will run in three-month increments. Registration occurs three weeks prior to the commencement of each season. Players will register in either the Youth League, Adult League, Club League or other leagues that may be developed due to alternate interests. These leagues are described in the flowing paragraphs: Youth League Youth League participants sign up on teams organized by management and pay $119.00 registration fee. (There may be an additional membership fee added to cover cost of insurance and special bonuses that a member would receive) After playing one season, players will pay a reduced rate of $114.00 for all subsequent seasons. Family members of current players will also pay a reduced rate of $114.00. The Youth League is divided into teams by age. Each age group then plays on the same day each week to provide a consistent schedule for parents. The age categories and schedules are as follows: Category Title Age Group* Game Day Tyke 8 U Monday Atom 10U Tuesday Peewee 12U Wednesday Bantam 14U Thursday Junior 17U Friday * Age is determined as age on or before December 31 The league will consist of 1 evaluation session, 10 league games, 2 practices and playoffs. In addition to the registration fee players will be asked to buy a home and away jersey that will be provided by HBRHC at.a nominal fee of $40.00. This jersey will be used from season to season. Participation in the sport requires players to wear in -line skates with adequate wheels and a hockey stick. For the safety of all participants HBRHC will require that all players wear an approved helmet with facemask, elbow pads, gloves, shin pads, and a protective cup. Adult League The Adult League tends to organize their own teams. As a result, registration fees will be based upon a team rate rather than an individual rate. Each team will pay $1495.00 and be permitted a maximum of 12 skaters and 1 goalie per game. Adult League consists 15 games and play-offs. Games will be two 25-minute halves with a 5-minute warm-up. There will be two referees per game and one scorekeeper. All adult teams are required to supply their own matching jerseys with numbers (not tape) on the back. There must be a minimum of five players present for a team to qualify for a game. The same requirements for equipment will apply for the Adult League as in the Youth League. (exception will be facemask) Club League The Club League will be an advanced Youth League that runs like the Adult League. This will be a team registration arad they will be responsible to have their own jerseys and coach. Club League will consist of an 8 game season with play-offs. Registration will be $795.00 per team. Games will be played on weekends. Facility Rentals All time not programmed for league play will be available for rental or practice time. Rental rates will be $90.00 per hour and may be adjusted by HBRHC management for peak and non peak times. Groups that may be interested in these rental times include the following: • National and International Tournaments • Coaching clinics • Seniors events • Trade shows • Conventions • Physically handicapped participants • Basketball programs/Volleyball • Lacrosse • Fitness classes • Police/Firefighters Camps and Clinics Training camps and clinics will be offered several times throughout the year for all levels of players. Professionals and local senior players will lead these camps and clinics. Drop -in Hockey Public drop -ins will be important to the facility and its customers for the following reasons: • to introduce new customers to a high quality and professionally equipped facility with the view that they become a long term user. • To allow league participants to come in and practice outside of regular league games. • To allow league players to test out new equipment prior to league play. Drop -in hockey will be based at $5 per person. At this price it will encourage novice and new players to use the facility in non peak hours. Advertising Boards HBRHC will allocate rental space for community based business to advertise in the.facility for a fee of $600 per year per add. This could be space either on the board system or on the walls of the facility. This revenue could be turned into a full time job for an outside sales person on a commission basis considering the plan is to build two roller and two soccer facilities. Revenue could be shared for example at $200 for the sales person and $400 for the facility. Each facility could easily accommodate 40 board signs giving the sales person 160 board signs to sell at a yearly income of $32000.00 and the facility $64000.00 in additional revenue. Optional Revenue • Video games • Rental lockers for equipment • Shooting gallery (coin operated shooter tutor) • Public Skate HUNTINGTON BEACH ROLLER HOCKEY CENTER July 2001 This business plan is confidential and intended for internal use only. The contents are not to be used for reproduction or distributed to the public or press. Huntington Beach Roller Hockey Center Cash Flow Projection Year 1 JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC TOTAL INCOMING Rink 1 Youth League 26180 27489 28917 30345 112931 Rink 2 Youth League 26180 27489 28917 30345 112931 Rink Adult League 34385 35880 37375 38870 146510 Rink 2 Adult League 34385 35880 37375 38870 146510 Rink 1 Drop -In 800 800 800 840 840 840 880 880 880 925 925 925 10335 Rink 2 Drop -In 800 800 800 840 840 840 880 880 880 925 925 925 10335 Club League 7155 7950 8745 9540 33390 Camps and Clinics 3120 3276 3432 3588 3744 3900 21060 Tournaments 7774 8372 16146 Facility Rentals 2880 2880 2880 3240 3240 3240 3600 3600 3600 3960 3960 3960 41040 Jersey sales 17600 880 960 960 20400 Concession 3000 3000 3000 3000 3000 3000 3000 3000 3000 3000 3000 3000 36000 Pro Shop 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 24000 Advertising 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 14400 TOTAL 159685 10680 13956 154462 14552 11120 157437 11560 15304 160940 15910 20382 745988 (Optional) Public Skate 2560 2560 2560 2560 2560 2560 2560 2560 2560 2560 2560 2560 30720 (OPTIONAL) TOTAL 162245 13240 16516 157022 17112 13680 159997 14120 17864 163500 18470 22942 776708 EXPENSES Lease Cost 14000 14000 14000 14000 14000 :14000 14000 14000 14000 14000 14000 14000 168000 Advertising 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 24000 Insurance 10000 10000 Jersey 12750 12750 Janitorial 1500 1500 1500 1500 1500 1500 1500 1500 1500 1500 1500 1500 18000 Accounting 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 14400 Management 5833 5833 5833 5833 5833 5833 5833 5833 5833 5833 5833 5833 69996 Referees 7200 7200 7200 7560 7560 7560 7938 7938 7938 8335 8335 8335 93099 Employees 4800 4800 4800 4800 4800 4800 4800 4800 4800 4800 4800 4800 57600 Maintenance 300 300 300 300 300 300 300 300 300 300 300 300 3600 Floor Replacement 630 630 630 630 630 630 630 630 630 630 630 630 7560 Fabric Replacement 490 490 490 490 490 490 490 490 490 490 490 490 5880 Supplies 1500 1500 1500 1500 1500 1500 1500 1500 1500 1500 1500 1500 18000 Concession Supplies 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 14400 Pro Shop Supplies 1000 1000 1000 1000 1000 11000 1000 1000 1000 1000 1000 1000 12000 Telephone 500 500 500 500 500 500 500 500 500 500 500 500 6000 Utilities 1600 1600 1600 1600 1600 1600 1600 1600 1600 1600 1600 1600 19200 TOTAL 66503 43753 43753 44113 44113 44113 I 44491 44491 44491 44888 44888 44888 554485 Huntington Beach Roller Hockey Center Cash Flow Projection Year 2 JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC' TOTAL INCOMING Rink 1 Youth League 31892 33558 35224 37009 137683 Rink 2 Youth League 31892 33558 35224 37009 137683 Rink 1 Adult League 40365 41860 43355 44850 170430 Rink 2 Adult League 40365 41860 43355 44850 170430 Rink Drop -In 975 975 975 1025 1025 1025 1075 1075 1075 1125 1125 1125 12600 Rink 2 Drop -In 975 975 975 1025 1025 1025 1075 1075 1075 1125 1125 1125 12600 Club League 10335 11130 11925 12720 46110 Camps and Clinics 4095 4290 4485 4680 4875 5070 27495 Tournaments 8970 I 9568 18538 Facility Rentals 2880 2880 2880 3240 3240 1 3240 3600 3600 3600 3960 3960 3960 41040 Jersey sales 960 960 960 960 3840 Concession 3000 3000 3000 3000 3000 3000 3000 3000 3000 .3000 3000 3000 36000 Pro Shop 2000 2000 2000 2000 2000 i 2000 2000 2000 2000 2000 2000 2000 24000 Advertising 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 14400 TOTAL 170934 11030 15320 183386 15975 11490 186673 11950 16825 18980E 17480 21978 852849 (Optional) Public Skate 2560 2560 2560 2560 2560 2560 2560 2560 2560 2560 2560 2560 30720 (OPTIONAL) TOTAL 173494 13590 17880 185946 18535 14050 189233 14510 19385 192368 20040 24538 883569 EXPENSES Lease Cost - 14000 14000 14000 14000 14000 14000 14000 14000 14000 14000 14000 14000 168000 Advertising 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 24000 Insurance 10000 10000 Jersey 2800 2800 Janitorial 1500 1500 1500 1500 1500 1500 1500 1500 1500 1500 1500 1500 18000 Accounting 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 14400 Management 5833 5833 5833 5833 5833 5833 5833 5833 5833 5833 5833 5833 69996 Referees 8752 8752 8752 9190 9190 9190 9650 9650 9650 10132 10132 10132 113172 Employees 4800 4800 4800 4800 4800 4800 4800 4800 4800 4800 4800 4800 57600 Maintenance 300 300 300 300 300 300 300 300 300 300 300 300 3600 Floor Replacement 630 630 630 630 630 630 630 630 630 630 630 630 7560 Fabric Replacement 490 490 490 490 490 490 490 490 490 490 490 490 5880 Supplies 1500 1500 1500 1500 1500 1500 1500 1500 1500 1500 1500 1500 18000 Concession Supplies 1200 1200 1200 1200 1200 i 1200 1200 1200 1200 1200 1200 1200 14400 Pro Shop Supplies 1000 1000 1000 1000 1000 1000 1000 1000 1000 1000 1000 1000 12000 Telephone 500 500 500 500 500 500 500 500 Soo 500 500 500 6000 Utilities 1600 1600 1600 1600 1600 1600. 1600 1600 1600 1600 1600 1600 19200 TOTAL 58105 45305 45305 45743 45743 45743 I 46203 46203 46203 46685 46685 46685 564608 INCOMING Rink 1 Youth League Rink 2 Youth League Rink 1 Adult League Rink 2 Adult League Rink 1 Drop -In Rink 2 Drop -In Club League Camps and Clinics Tournaments Facility Rentals Jersey sales Concession Pro Shop Advertising TOTAL (Optional) Public Skate (OPTIONAL) TOTAL EXPENSES Lease Cost Advertising Insurance Jersey Janitorial Accounting Management Referees Employees Maintenance Floor Replacement Fabric Replacement Supplies Concession Supplies Pro Shop Supplies Telephone Utilities TOTAL Huntington Beach Roller Hockey Center Cash Flow Projection Year 3 JAN FEB MAR APR MAY JUN JUL AUG SEP OCT 38913 40817 42840 44982 38913 40817 42840 44982 46345 47840 49335 50830 46345 47840 49335 50830 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 12720 12720 12720 12720 5070 5070 5070 5070 5070 10166 4356 4356 4356 4790 4790 4790 4790 4790 4790 4790 960 960 960 960 3000 3000 3000 3000 3000 3000 3000 3000 3000 3000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 202222 12956 18026 214550 18460 13390 216490 13390 18460 218694 NOV DEC TOTAL 167552 167552 194350 194350 1200 1200 14400 1200 1200 14400 50880 5070 30420 10764 20930 4790 4790 56178 3840 3000 3000 36000 2000 2000 24000 1200 1200 14400 18460 24154 969252 2560 2560 2560 2560 2560 2560 2560 2560 2560 2560 2560 204782 15516 20586 217110 21020 15950 219050 15950 21020 221254 21020 2560 30720 26714 1019972 14000 14000 14000 14000 14000 14000 14000 14000 14000 14000 14000 14000 168000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 24000 10000 10000 2800 2800 1500 1500 1500 1500 1500 1500 1500 1500 1500 1500 1500 1500 18000 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 14400 5833 5833 5833 5833 5833 5833 5833 5833 5833 5833 5833 5833 69996 10640 10640 10640 11180 11180 11180 11740 11740 11740 12330 12330 12330 137670 4800 4800 4800 4800 4806 4800 4800 4800 4800 4800 4800 4800 5.7600 300 300 300 300 300 300 300 300 300 300 300 300 3600 630 630 630 630 630 630 630 630 630 630 630 630 7560 490 490 490 490 490 490 490 490 490 490 490 490 5880 1500 1500 1500 1500 1500 1500 1500 1500 1500 1500 1500 1500 18000 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 14400 1000 1000 1000 1000 1000 1000 1000 1000 1000 1000 1000 1000 12000 500 500 500 500 500 500 500 500 500 500 500 500 6000 1600 1600 1600 1600 1600 1600 1600 1600 1600 1600 1600 1600 19200 59993 47193 47193 47733 47733 47733 48293 48293 48293 48883 48883 48883 589106 FINANCIAL PROJECTIONS REVENUE NET INCOME YEAR 1 $ 745988 $ 191503 YEAR 2 $ 852849 $ 288241 YEAR 3 $ 989252 $ 400146 *Note this does not include optional revenue The projections for years 1-3 have been calculated at 50% capacity with a 5% growth increase per season. At the end of 3 years HBRHC will be at 80-85% capacity according to this structure. NCSF feels that HBRHC would reach full capacity much sooner than this. After year 5 $1 b8000 per year will be added to the net income as the equipment lease financing will be completed. • • • EXHIBIT E "Alk - 1 � � k ' ` 1 - SAMPLE ARTIFICIAL TURF TYPICAL SOCCER FIELD TYPICAL ROLLER HOCKEY COURT Z. . TURF INSTALLATION t Me l t TYPICAL ROLLER 1 HOCKEY COURT AND SOCCER FIELD .� THE Biv BP BPWT - iOLMATNIN ' SAMPLE BLEACHERS ive REVISIONS '^'^ •� ^.�. Mn ��-.v 4• Rr�au ne 96RLM4'�MI�f ..�«-R •��a' ^-�'y`�4" ��Q 5 � mr aF wumwnax eEwl �l11..11A1. - m N Wfq • r' `amnn.o / 1 rwrr SIDE ELEVATION -n.:1.-7 wn STUCCO 'EGGSHELL' CARPET FOR RETAIL/ OFFICE AREA WOOD TRIM -EXTERIOR FRONT ELEVATION - WOOD TRIM -INTERIOR O 9ELE lu— O Ryjg,�TAI APEA ' VINYL FOR BATHROOMS AND CLOSET I �^ METAL ROOFING - TO MATCH I BUILDINGS IN PHASE 1 ;1 ((� RUBBER COVE TRIM FLOOR PLAN s j iv v v x s ... mn.mrnvx �_ ........... w.... ..a A.. REVISIONS '�rs'm.. •'�., .^' It� att a w�,nc�a EGd /•��" ��iaae'2 5 Al ROSE .; A, CALIFORNIA GOLD qTEMESC BICYCLE RACKS, TO MATCH OTHERS IN PHASE 1 DECOMPOSED GRANITE - ` _---- _ BURGUNDY PICNIC TABLE, TO MATCH OTHERS IN PHASE 1 TRASH RECEPTACLE. GREEN � a w "k SAMPLE BATTING t Y, CAGE r RHEA ROCK _ co= y BPOPi9 �- fOi NDAT" TREE GRATE, BLACK SITE AMENITIES MOVES Y�syV Ya /W: REVISIONS1 �P.1tLta�.�aMi Jp ewTa�111e mzsv-vtl a ICI Ju�,L,.J� yr�cr /! �➢gYAr V'iMK��M" JRQOE � � ON 6 MF1NCttx N:/A1 r 451 Potlocarpua Craclifor Alnue rhombifolia Trialanla conferta Rlnw INCH Phoenix oactylifera Far. PYIR - WNIR AtO BrISOFIro BPS afTLR.R llR OPtA P." AM[k ! IZ OY 9 Im L IMCXDI M1Rll KE JD' NWICR VANRII C% P VIMAACNRWS wb`XtAxQ% CWIETC S.SE NM Y[DNu µ 4001y µ AEBN[ [y Ai MP AND BDtipy S^Nm[ A -D OS 60,1 KM[R NpKI[�� opA$i[F p"mm [p��5 eMLa�OM BLDCN. Atl � RT!'"�"•'c�Pi� WP (I) 90ES S0.q � i�. '!:. LLLZ-J yY_' T nMN1T nLL i -M KRTICM MBAR \ LIDGIm Q AA'LY n L- __ [AOO nORL[M ism MDntOf Green NAPK ORAD( nwSR DRAD[ ut ax MRIIBED 0R C[TMD f.WPIL —Dgg11 illt i0.9 MAt SUBCAAOE PER SOL$ MwT "'ORATM sWurc 1 ^ I WITWED S KME4 WAµ BC WCSXDIIC NKR Rpp BY $IpIF PRIXAICTS • AVAkAVLL I" ol µ NDlC �i 9BM-131 4N ]. SRw(A( OOK IDO M BU�RONBw 15AU AT BM WK. q Av ySNt OR AN APPROKD EWAL. TUBULAR STEEL PERUTER FENCE ENTRY FEATURE - CONCRETE SPHERE AND PILASTER DETAILS AND PLANT MATERIAL BNTB LRiR[I>aW s.Re. Abl REVrM (--lrl r-y--t '�•••••�•• .e, — /y/ ♦ 2e d inArv® "�[I Ijep'SEI*�" e11� llf�ruu rg��T[jgfBGta�.�2tl�v ATTACHMENT #2 Huntington Central Park Sports Complex Proforma of Revenue & Expenses Revenue City Program Income (User Fees) Revenue from CPF Sponsorships Food Concessions Wal-Mart Sales Tax Allocation Total Revenue Expenses Stabilized Year 10-year Aa Kut. 502,940 557,582 2-22,300 54,322 200,000 $ 1,537,144 Debt Service on Bonds 1,101,755 M & O Public Works 308,000 Utilities (Electricity) 53,000 Community Services Costs 175,000 Methane Mitigation 111,000 Cow Bird Mitigation 35,000 Total Expenses $ 1,783,755 Estimated Net Contribution (Shortfall) to the General Fund $ (246,611) Revenue Enhancement I - Parkina Fee Sports Complex Parking Revenue 476,240 Expenses 53,080 423,160 Estimated Net Contribution (Shortfall) wl Parking to the General Fund $ 176,549 Page 1 of 7 Huntington Central Park Sports Complex Proforma of User Fee Revenue NO. a Adult Softball Fields Units Unit Rate Total Adult Softball Leagues* 432 Teams Team $ 420 $ 181,440 Senior Softball Leagues** 60 Teams Team $ 225 $ 13,500 Practice / Tournament Fields Tournament''** City Softball Tournaments Outside Tournament Rentals Club Sports Tournaments Practice Youth Sports Practice Rental Use 2 Annual @ 50 Teams $ 200 $ 20,000 14 Days @ 7 Fields $1,000 $ 98,000 28 Days @ 3 Fields $ 400 $ 33,600 180 Days @ 3 Fields $ 60 $ 32,400 Adult Sports Practice Rental Use 180 Days @ 3 Fields $ 100 $ 54,000 Miscellaneous Uses Camps & Special Event Rentals 14 Days @ All Fields $5,000 $ 70,000 Total Estimated Revenue $ 502,940 Assumptions & Notes 1. Assumes a four hour practice @ $15.00 per hour. 2. Assumes a four hour practice @ $25.00 per hour. 3. Allows for 6 weeks of downtime for field maintenance 4. Allows for 14 days of rain closure * 4 fields/night X 3 gamesinight X 2 teams/fieid X 6 nights/wk X 3 seasonsfyr.= 432 teams (season = 12 games, therefore, 6 nights/wk X 3 seasons X 12 weeks = 216 days ) (432 teams X 12 games / 2 teams per game = 2,592 events) "* 40 games per season X 60 teams / 2 teams/field = 1200 events Tournament schedule covers more than practice fields, and therefore does not tie directly to utilization ciculations. Page 2 of 7 Huntington Central Park Sports Complex Proforma of Parking Operations Revenue Fields/ Natural Fields Arenas Visits Cars Days /Nights Weeks Annual Revenue Adult Softball 4 3 20 6 36 $ 51,840 Senior Softball 3 10 24 1 40 $ 28,800 Tournaments 4 6 16 46 $ 17,664 Practice Use (youth & adult) 3 2 a 180 $ 8,640 Arenas Hockey & soccer Arenas Batting Cage Parking Enforcement Revenue Gross Annual Revenue 4 10 20 280 $ 224,000 g 16 1 309 $ 44,496 10 Citations - Daily Avg. $ 36.00 Each 280 Days $ 100,800 $ 476,240 Expenses --- Annual MgInIgnano Sports Complex 8 Machines 2000 Annual ($16,000) Revenue Collection Personel 6 Equipment & Supplies City Treasurer Parking Eguinrnent Equipment Debt Service Hours Per Week @ $ 12.00 Per Hour 40 Weeks $ (218w) $ 0 ,500) $ 0.500) $ (16,000) Parkins Enforsaerd Combined Lots 30 Hours Per Week $ 8.50 Per Hour Q 40 Weeks $ (10,200) Uniforms,Communications, & Supplies $ (510M) ExLenses -$63,080 Total Net Income $ 423,160 Page 3 of 7 Huntington Central Park Sports Complex Proforma of Sponsorship Revenue Entryway Sponsorship $ 40,000 Field Sponsorship 8 Fields @ $ 8,000 $ 64,000 Family Pavilions 2 Pavilions @ $ 4,000 $ 8,000 Scoreboard Sponsorship 16 Panels @ $ 2,000 $ 32,000 Pennant Banner Sponsorship 75 Poles @ $ 1,200 $ 80,000 Total Sponsorship Revenue $ 234,000 Vacancy & Collection Loss 5.00% (11,700) * $ 222,300 Notes * Revenue is net of Spectrum Sports Commission Page 4 of 7 Huntington Central Park Sports Complex Proforma of Concession Revenue Softball Field Attendance Events ! Year 5,976 Persons / Event 30 1.7 per car Total Attendance 179,280 Revenue Build -Up Customer Penetration 89,640 50% Average Ticket $ 5.50 Total Food Revenue $ 493,020 Proforma Revenue & Expenses Food Sales $ 493,020 Product Sales 24,651 Total Sales 517,671 Huntington Beach Concession Model 0 $ 101,000 $ 151,000 Total Overall to to and Annual Rental Gross Ins $100,000 $ 150,000 above Rent Rate Rate 7.50% 9.50% 11.50% 10.49% Rental In $7,500 $ 4,655 $ 42,167 $54,322 Page 5 of 7 Huntington Central Park Sports Complex Community Parks Foundation Pro#orma Revenue Samba Soccer Roller Hockey Concession, Pro -Shop, Batting Cages Sub -total Less Lease Purchase Payment Total Net Revenue Expenses 15% Community Parks Foundation Samba Soccer* Roller Hockey* Concession, Pro -Shop, Batting Cages Total Operating/Capital Expenses Contribution to Sports Complex Notes & Assumptions Principal 4.47% Rate $ 2,370,191 Payment 299,000 Rounded frorr 299,100 * Includes replacement of floors, turf and dasher boards on a seven year cycle 787,912 698,558 260,400 1,746,870 299,000 $ 1447,870.00 217,181 313,099 317,609 42,400 $ 890,288.60 $ 557,581.50 Page 6of7 Huntington Central Park Sports Complex Reference Sheet Total Capacity Adutt Softball Fields Practice/Tournament Softball Fields Hockey/Soccer Arenas Batting Cages Total Days 365 365 365 365 Maintenance Downtime (42) (42) (7) (7) Inclement Weather (141 (14� (14 _ (14)_ Sub -total 309 _. 309 344 344 Fields 1 Arenas 4 4 4 8 Sub -total 1,236 1,236 1,376 3,096 Turnover per Day 6 6 10 40 Events per Year 7,416 7,416 13,760 Adult PracticelTournament Hockey/Soccer Batting L ilizatiort Softball Fields Softball Fields Arenas Cages Adult Softball Fields 1 Arenas 4 Turnover per Day 3 Days per Year 216 Events. per Year 2,592 Utilization Senior Softball Fields ! Arenas 3 Turnover per Day 10 Days per Year 40 Events per Year 1,200 Utilization 16% Tournament Play 4 4 9 6 10 16 46 280 309 1,104 11,200 44,496 15% Hracnce Ftay 3 2 180 1,080 15% Adult Practice/Tournament Hockey/Soccer Batting Parking Element Softball Fields Softball Fields Arenas Cages Adult Softball Events per Year 2,592 Vehicles per Event 20 Total Demand 51,840 Tournament Play ._ 1,104 11,200 16 20 17,664 224,000 Senior Softball Practice Play_ Events per Year 1,200 T 1,080 Vehicles per Event 24 8 Total Demand 28,8W 8,640 Average Vehicles Per Event 17.9 ( Softball Fields ) Page 7 of 7 44,496 1 44,496 ip ATTACHMENT #3 Complex # of Contact Admission Fee Parkina Concessions Alcohol Pro -shop Lights Youth/Adult.. Food/drink Fields Fee Equipment Nonprofit Rentals Rate/Profit The Yard 3. City N/A No Snack Bar No Silk- Yes Rates vary to 'In Fullerton, . Owned Leased to: screening availability $10-$50 hour per - George George field per. hour/game Abraham San 4 City $2 No Snack Bar Yes No Yes Private contracts Clemente Owned Beer & Must take multiple Sports Wine dates . Complex Leased to ? private art Poway 3 City N/A No Snack Bar, Yes Small pro- Yes $25-$75 Youth Sports Owned shop $25-$75 Complex Adult Irvine 3 City No, although there is an . No Snack Bar No No Yes Varies (Barber Owned admission gate if you Depends on staffing Field) want to charge for required events $50 per hour minimum Big 8 8 City N/A No Snack Bar No No Yes $25/$25 Lancaster Owned 4 Field 3 game Minimum Wheatfield 6 .: City N/A No Snack Bar No No Yes $25 per hour Park Owned weekdays (Menafee) Leased $50-$75 per field per hour weekends Complex # of Contact Admission Fee Parking Concessions Alcohol Pro -shop Lights Youth/Adult Food/drink Fields Fee Equipment Nonprofit Rentals Rate/Profit Sportsplex 8 City N/A No Snack Bar . No _ No Yes Varies ($207$40) Temecula Owned Upon number of Private hours and fields to be Lease rented Big.League .5 Privately Patrons No Full Service Yes . Yes Yes $50-$75 per game Dreams Owned $2 over 13 Restaurant 75 game minimum . $1 12 & under & Bar. ($5,000-$7,000) per Cathedral Spectators weekend day City $2 for over 12 Holiday weekends 12,& under free substantially more Plus $25 year . membership per player . Big League '5 Privately Patrons No . Full Service Yes -Yes Yes $50-$.75 per game Dreams Owned $2 over 13 Restaurant 75 game minimum $1 12 & under & Bar ($5,00047,000) per. Mira Loma Spectators weekend day $2 for over 12 Holiday weekends 12 & under free substantially more Plus $25 year membership per player Big League 6 Privately Patrons No Full Service Yes Yes Yes $50-$75 per game Dreams Owned $2 over 13 Restaurant 75 game minimum $1 12 & under : & Bar ($5,000-$7,000) per Chino Hills Spectators weekend, day $2 for over 12 Holiday weekends 12 & under free substantially more Plus $25 year membership per player • ATTACHMENT #4 DATE: Lease Date MUNICIPAL LEASE AND OPTION AGREEMENT LESSOR: Lessor Lessor Street Address Lessor City, Statc, Zip LESSEE: Lessee Lessee Street Address Lessee City, State, Zip This Municipal Lease and option Agreement (the "Agreement") entered into between Lessor ("Lessor"), and Lessee ("Lessee"), a body corporate and politic duly organized and existing under the laws of the State of California ("State"); WI'INESSETH: WHEREAS, Lessor desires to lease the Equipment, as hereinafter defined, to Lessee, and Lessee desires to ]case the Equipment from Lessor, subject to the terms and conditions of and for the purposes set forth in this Agreement; and WWIEREAS, Lessee is authorized under the Constitution and laws of the State to enter into this Agreement for the purposes set forth herein: NOW, THEREFORE, for and in consideration of the premises hereinafter contained, the parties hereby agree as follows: ARTICLE 1 COVENANTS OF LESSEE Section 1.01. Covenants of Lessec. Lessee represents, covenants and warrants, for the benefit of Lessor and its assignees, as follows: (a) Lessee is a public body, corporate and politic, duly organized and existing under the Constitution of the laws of the State. (b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic- (c) Lessee is authorized under the Constitution and laws of the State to enter into this Agreement and the transaction contemplated hereby and to patform all of its obligations hereunder. A Lessee has been duly authorized to execute and deliver this Agreement under the terms and provisions of the resolution of its governing body, attached hereto as Exhibit A or by other appropriate official approval, and further represcnts, covenants and warrants that all requirement have been met and procedures have occurred, in order to ensure the enfmccability of the Agreement, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the acquisition by Lessee of the Equipment thereunder. Lessee shall cause to be executed an opinion of its counsel substantially in the form attached hereto as Exhibit B. (c) During the term of this Agreement, the Equipment will be used by Lessee only for the purpose of performing one or more governmental or proprietary functions of Lessee consistent with the permissible scope of Lessees authority and will not be used in a trade or business of any person or entity other than Lessee as outlined in Exhibit C attached hereto. (1) During the period this Agreement is in fiance, Lessee will annually provide Lessor with current financial statements, budgets, proof ofappropriation for the ensuing fiscal year and such other financial information relating to the ability of Lessee to continue this Agreement as may be reasonably requested by Lessor or its assignee. (9) The Equipment will have a useful life in the hands of Lessee that is substantially in excess of the Lease Term. ARTICLE H DEFINITIONS Section 2.01. Definitions. Unless the context clearly otherwise requires or urdess otherwise defined herein, the capitalized terms in this Agreement shall have the respective meanings specified below - "Acceptance Certificate" means a certificate in substantially the form attached hereto as Exhibit F and which shall be delivered by Lessee to Lessor upon receipt and ace€ptance of the Equipment - "Agreement" means this Municipal Lease and Option Agreement with its Exhibits, which Exhibits are attached hereto and incorporated herein by reference. "Code" means the Internal Revenue Code of 1986, as amended, and to the extent applicable, the regulations and rulings issued thereunder. "Commencement Date" is the date when the term of this Agreement begins and Lessee's obligation to pay rent accrues, which date shall be the date first above written. "Equipment" means the property described in Exhibit D and which is the subject of this Agreement. "Lease Term" means the period beginning with the Commencement Date and continuing until terminated as outlined in Section 4.01. "Purchase Price" means the amount set forth and so titled in Exhibit E hereto which Lessee may pay to Lessor to purchase the Equipment as provided under Section 1 I.OI. "Rental Payments" means the basic rental payments payable by Lessee pursuant to Exhibit E of this Agreement. "Vendor" means the manufacturer of the Equipment as well as the agents or dealers of the manufacturer. ARTICLE III LEASE OF EQUIPMENT Section 3-0 L Lease of Eguiument. Lessor hereby demises, leases and lets to Lessee, and Lessee rents, leases and hires from Lessor, the Equipment, in accordance with the provisions of this Agreement, to have and to hold for the Lease Term. ARTICLE IV LEASE TERM Section 4,01. Lease Term. This Agreement shall be in effed and shall commence as of the Commenooment Date and will reutaia in effect throughout the Lease Term. The Lease Term will terminate upon the first to occur of, (a) the exercise by Lessee of the option to purchase the Equipment under Articles XI or VI; (b) Lessor's election to terminate this Agreement upon a default under Article X11I; (c) the payment by Lessee of all sums required to be paid by Lessee hereunder. ARf1CLE V ENJOYMENT OF EQUIPMENT Section 5.01. Quiet Enio gent Lessor hereby agrees not to interfere with Lessee's quiet use and enjoyment of the Equipment so long as Lessee is not in default hereunder. Section 5.02. Use of the Equipment. Lessee will not install, use, operate or maintain the Equipment improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by this Agreement. Section 5.03. RiEAt of Inwetion. During the Lease Term, the Lessor and its officers, employees and agents shall have the right at all reasonable times during business hours to enter into and upon the property of the Lessee for the purpose of inspecting the Equipment. Section 5.04. Disclaimer of Warranties. LESSOR MAKES NO WARRANTY NOR REPRESENTATION, EITHER EXPRESSED OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF THE EQUIPMENT, OR ANY OTHER WARRANTY WITH RESPECT THERETO AND, AS TO THE, IXSSOR, THE LESSEE LEASES THE EQUIPMENT "AS IS". In no event shall the Lessor be liable for any loss or damage, including incidental, indirect, special or consequential damage, in connection with or arising out of this Agreements or Ore existence, fmnishin& functioning or the Lessee's use of any items or products or services provided for in this Agreement - Section 5.05. Vendors Warranties. Lessee may assert claims and rights that the Lessor may have against any Vendor of any portion ofthe Equipment. ARTICLE VI RENTAL PAYMENTS Section 6.01. Rental Pa ems to Constitute a Current Exrmnse of Lessee. The Rental Payments and other amounts payable under this Agreement for each budget year of Lessee or portion thereof during the Lease Term shall cowAilute the rental for such budget year or portion thereof and shall be paid by Lessee for and in consideration ofthe right to the use and occupancy, and the continued quiet use and enjoyment, ofthe Equipment by Lessee for and during such budget year or portion thereof. The parties hereto have agreed and determined that such total rental is not in excess ofthc total fair rental value ofthe Equipment. In making such determination, consideration has been given to the costs of the Equipment, the uses and purposes served by the Equipment, and the benefits therefrom that will accrue to the parties by reasou of this Agreement and to the general public by reason of Lessee's use of the Equipment. Lessee hereby covenants to take such action as may be necessary to include all Rental Payments and other amounts due hereunder in its annual budget and to make the necessary appropriations for all such Rental Payments and other amounts, subject to Section 6.05_ The covenants on the part of Lessee herein contained shall be deemed to be and shall be construed to be ministerial duties imposed by law and it shall be the ministerial duty of each and every public official of Lessee to carry out and perform the covenants and agreements on the pert of Lessee contained in this Agreement_ The obligation of Lessee to make Rental Payments or other payments due hereunder does not constitute an obligation of Lessee for which the Lessee is obligated to levy or pledge any form of taxation or for which Lessee has levied or pledged any form of taxation The obligation of Lessee to make Rental Payments or other payments hereunder does not constitute an indebtedness ofl,essee, the State or any of its political subdivisions within the meaning ofany constitutional or statutory debt limitation or restriction. Section 6.02. Payment of Rental Payments. Lessee shall promptly pay Rental Payments, exclusively from legally available funds, in lawful money ofthe United States of America to Lessor in such amounts and on such dates as described in Exhibit E hereto; provided that, if the Equipment has not been accepted by Lessee, such Rental Payments shall be payable solely from amounts deposited with an escrow agent. Section 6.03. Interest and Priaeinal Components. A portion of each Rental Payment is paid as interest' and the balance of each Rental Payment is paid as principal. Exhibit E hereto sets forth the interest component and the principal component of each Rental Payment during the Lease Term, Section 6.04. Rental Pa menu to be Unconditional. THE OBLIGATIONS OF LESSEE TO MAKE RENTAL PAYMENTS, AND TO PERFORM AND OBSERVE THE COVENANTS AND AGREEMENTS CONTAINED HEREIN, SHALT, BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET-OFF OR DEFENSE, FOR ANY REASON, EXCEPT AS PROVIDED IN SECTION 6.05. Section 6.05. Rental Abatement. Except to the extent of(i) amounts held in an escrow, trust or agency account to make Rental Payments of(ii) amounts received in respect of rental interruption insurance or liquidated damages, Rmtul Payments due hereunder shall be abated during any period in which, by reason of material damage, destruction or condemnation, there is substantial interference with the use and right of possession by Lessee ofthe Equipment, or a material portion thereof. The amount of abatement shall be such that the resulting Rental Payments represent fair consideration for the use and possession ofthe portions ofthe Equipment not damaged, destroyed or condemned. Such abatement shall continue for the period commencing with the date of such damage, destruction or condemnation and ending with the restoration ofthe affected Equipment to a condition which will permit the affected Equipment to be used substantially as intended. In the event of any such damago, destruction or condemnation, this Agreement shall continue in full force and effect, except as set forth in Section I t.01. Lessee waives the benefits of Civil Codes Sections 1932(2) and 1933(4) and any and all rights to terminate this Lease by virtue ofany interference with the use and possession ofthe Equipment. Section 6.06. NOLawropriation. If (a) sufficient funds are not appropriated for Rental Payments due in any fiscal year and (b) the Lessee shall have at such time no funds duly authorized for the Rental Payments or other amounts payable hereunder from other sources, an Event of Nonappropriation shall be deemed to have occurred. The Lessee shall promptly deliver notice thercofto the Lessor. Upon the occurrence of an Event of Nonappropriation, the Lessee agrees that the Lessor may reclaim possession ofthe Equipment. Lessee agrees peaceably to deliver the Equipment and title thereto to Lessor at a reasonable location specified by Lessor, all at Lessee's expense. Section 6.07. Triple Net Lease. This Agreement is intended to be a triple net lease. Lessee agrees that the Rental Payments and other payments provided far herein shall be an absolute net return to Lessor free and clear ofany expense, charges or set -offs whatsoever. ARTICLE VII Tn'LE TO EQUIPMENT; SECURITY INTEREST Section 7.0.1. Title to the Equipment. During the term of this Agreement, title to the Equipment shall vest in Lessee, subject to Lessor's rights upon an Event of Default. Section 7.02_ Security Interest. As security for its obligations hereunder Lessee grants to Lessor a security interest constituting a first lien on the Equipment and on all additions, attachments, accessions and substitutions drercto, and on any proceeds therefrom. Section 7.03. Liens and Encumbrances to Title. Lessee shall promptly discharge any liens placed on the Equipment other than those created by Lessor. ARTICLE VIII MAINTENANCE; MODIFICATION; TAXES; INSURANCE AND OTHER "ARGES Section 8.01. Maintenance of Equipment by Lessee. Lessee will, at Lessee's own cost and expense, maintain, preserve and keep the Equipment in good repair, working order and condition. ifrequested by Lessor, Lessee will enter into a maintenance contract for the Equipment with Vendor. Section 8.02. Taxes, Other Governmental Charges and Utility Charges. In the event that the use, possession or acquisition of the Equipment is found to be subject to taxation in any form (except for income taxes of Lessor), government charges or utility charges and expenses, Lessee will pay all such taxes and charges as they come due. Section 8.03. Provisions Repardin¢ Insuraneg At its own expense Lessee shall cause casualty, public liability and property damage insurance to be carried and maintained (and evidenced by certificates delivered to Lessor throughout the Lease Term) in the amounts and for the coverages set forth on Exhibit G_ provided that the amount of casualty and property damage insurance shall not be less titan the then applicable Purchase Price_ All insurance proceeds from casualty losses shall be payable as hereinafter provided in this Agreement. Section 8.04, Rental Interruption and Loss of Use and Occupancy Insurance. Lessee shall maintain or cause to be maintained at its expense throughout the Lease Term, insurance against Rental Payment abatement and loss of use of the Equipment or portions thereof with coverage equal to the maximum total Rental Payments payable by Lessee with respect to the Equipment for any consecutive twenty tour (24) month period. The policy shall insure against abatement of Rental Payments payable by Lessee resulting from Lessee's loss of use of the Equipment or any substantial portion thereof and caused by any and all perils, either insured or uninsured, including acts of God, Such insurance may be maintained in conjunction with or separate from any other similar insurance carried by Lessee. The Net Proceeds of such insurance shall be payable to Lessor in amounts proportionate to Lessee's loss of use of the Equipment and shall supplement Lessee's applicable Rental Payments, if any, during the restoration period in sufficient amount to make Lessor whole. Section 8.05_ Advances. In the event Lessee shall fail to maintain the full insurance coverage required by this Agreement or shall Coil to keep the Equipment in good repair and operating condition, Lessor may (but shall be under no obligation) to purchase the required policies of insurance and pay the premiums on the same or may make such repairs or replacements as are necessary and provide for payment thereof; and all amounts so advanced therefor by Lessor shall be repaid to Lessor, together with interest thereon at the rate specified hereafter. Section 8.06. Modifications. Without the prior written consent of the Lessor, the Lessee shall not make any material alterations, modifications or attachments to the Equipment. ARTICLE IK DAMAGE, DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS Section 9.0 t. pamage, Destruction and Condemnation. If (a) the Equipment or any portion thcreof is destroyed (in whole or in part) or is damaged by fire or other casualty or (b) title to, or the temporary use of the Equipment or any part thereof is taken under the exercise of the power of eminent domain, Lessee and Lessor will cause the Net Proceeds of any insurance claim or cmdemnation award to be applied either to the prompt repair, restoration, modification or replacement of the Equipment or, at Lessee's option, to the payment in full of the Purchase Price. Any balance of the Net Proceeds remaining after such work or purchase has been completed shall be paid to Lessee. For purposes of Article VIIi, Section 8.03, and this Article IX, the term "Net Proceeds" shall mean the amount remaining liom the gross proceeds of any insurance daim or aindemnation award after deducting all expenses (including attorneys fees) incurred in the collection of such claims or award. Section 9.02_ InsuO"idency of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair, restoration, modification or replacement, Lessee shall eithcr (a) complete the work and pay any cost in excess of the amount of Net Proceeds, or (b) Lessee shall pay to Lessor the Purchase Price. The amount of the Net Proceeds in excess of the there applicable Purchase Price, if any, may be retained by Lessee. ARTICLE TAX COVENANT Section 10.01. Tax Covenant. It is the intention of the Lessee and the Lessor that the interest portion of the Rental Payments received by the Lessor be and resin exempt from federal income taxation. Lessee covenants that it will take any and all reasonable action necessary to maintain rite exemption from federal income taxation of the interest portion of the Rental Payments, and that it will not intentionally perform any act or enter into any agreement or use or permit the use of the Equipment or any portion thereof in a manner that shall have the effect of terminating the exemption from federal income taxation of the interest portion of the Rental Payments, including (without limitation) leasing all or any portion of the Equipment or contracting to a third party for the use or operation of all or any portion of the Equipment if entering into such lease or contract would have such eMct. ARTICLE XI OPTION TO PURCHASE Section 11.01. Rurchaw Rights Lessee shall be entitled to purchase the Equipment; (a) upon payment in fetal of all Rental Payments in accordance with Exhibit E hereof and all other amounts due hereunder; or (b) Provided there is no Event of Default hereunder and upon written notice delivered at least 30 days in advance, Lessee may purchase the Equipment on any rental payment date by paying to Lessor the Resits] Payment then due, together with the Purchase Price set forth in Exhibit E along with all other amounts then due hereunder. ARTICLE XII ASSIGNMENT, SUBLEASING, INDEMNIFICATION, MORTGAGING AND SELLING Section 12,01, Ass' ,nmentor Sale by Lesaar. (a) This Agreement, and the obligations ofLcssec to make payments hereunder, may be sold, assigned or otherwise disposed of in whole or in part to one or more successors, grantors, holders, assignees or subassignees by Lessor. Upon any sale, disposition, assignment or reassignment, Lessee shall be provided with a notice of said assignment. During the term of this Agreement, Lessee shall each keep a complete and accurate register of all such assignments in form necessary to comply with Section 149(a) ofthe Code. (b) Lessee agrees to make ail payments to the assignee designated in the assignment, notwithstanding any claim, defense,, setoff or counterclaim whatsoever (except arising from Lessor's breach of this Agreement) that Lessee may from time to time have against Lessor or Vendor_ Lessee agrees to execute all documents, including notices of assignment and chattel mortgages or financing statements, which may be reasonably requested by Lessor or assignee to protect its interests in the Equipment and in this Agreement. (c) Lessee hereby agrees that Lessor may sell or offer to sell this Agreement (i) throw a certificate of participation program, whereby two or more interests are treated in the Agreement, the Equipment or the Rental Payments; or (ii) with other similar instruments, agreements and obligations through a pool, trust, limited partnership, or other entity. Section 12.02. No Sale, Assignment or Subleasing by Less see. This Agreement and the interest of Lessee in the Equipment may not be sold, assigned or encumbered by Lessee without the prior written consent of Lessor. Section 12.03_ Release and indemnification Covenant& To the extent permitted by the laws and Constitution of the State, Lessee shall protect, hold harmless and indemnify Lessor from and against any and all liability, obligations, losses, claims and damages whatsoever, regardless of cause thereof except those resulting from Lessor's intentional or negligent acts and expenses in connection therewith, including, without limitation, counsel fees and expenses, penalties and interest arising out of or as the result of the entering into this Agreement, the ownership of any item of the Equipment, the ordering, acquisition, use, operation, condition, purchase, delivery, rejection, storage or return of any item of the Equipment or any accident in connection with the operation, use, condition, possession, storage or return of any item of the Equipment resulting in damage to property or injury to or death to any person. The indemnification arising under this paragraph shall survive the termination of this Agreement. ARTICLE XAI EVENTS OF DEFAU UI' AND REMEDIES Section 13.01, Events of Default The following constitute "Events of Default" under this Agreement: (a) failure by the Lessee to pay any Rental Payment or other payment required to be paid hereunder when due; or (b) failure by the Lessee to maintain insurance on the Equipment in accordance with Article V111 Section 8.03 hereof or (c) failure by the Lessee to observe and perform any other covenant, condition or agreement on its part to be observed or per* med for a period of 30 days atler written notice is given to the Lessee by the Lessor, specifying such failure and requesting that it be remedied; provided, however, that if the failure stated in such notice cannot be corrected within such 30-day period, the Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the Lessee within the applicable period and diligently pursued until the default is corrected: or (d) initiation by the Lessee of a proceeding under any federal or state bankruptcy or insolvency law seeking relief under such laws ooneeming its indebtedness. The foregoing provisions of this Section are subject to the provisions ofArticle VI, Section 6.05. hercof. Section 13.02. Remedies On Default Whenever any Event of Default shall have occurred and he continuing, the Lessor shall have the right, at its sole option without any fi -d= demand or notice, to take any one or any combination ofthe following remedial steps: (a) Terminate this Agreement and retake possession ofthe Equipment wherever situated, and sell or lease, sublease or make other disposition of the Equipment for use over a term in a commercially reasonable manner, all for the account ofLessor; provided that Lessee shall remain directly liable for the amount actually appropriated for the purchase or rental ofthe Equipment and unpaid by Lessee during the current fiscal period. Lessor shall apply the sale proceeds in the following marmer: FIRSTLY, to pay all proper and reasonable costs and expenses associated with the recovery, repair, storage and sale of the Equipment, including reasonable attorneys' fees and expenses; SECONDLY, to pay the Lessor (i) the amount of all unpaid Rental Payments, if any, which are then due and owing, together with interest and late charges thereon, (ii) the then applicable Purchase Price (taking into account the payment ofpast due Rental Payments as aforesaid), plus a pro ram allocation of interest at the rate utilized to establish the interest component for the Rental Payment next due, from the next preceding due date of a Rental Payment until the date of payment by the buyer, and (iii) any other amounts due hereunder; THIRDLY, to pay the remainder ofthe sale proceeds, purchase moneys or other amounts paid by a buyer ofthe Equipment, to the Lessee. (b) proceed by appropriate court action to enforce performance by the Lessee ofthe applicable covenants ofthis Agreement or to recover for the breach thereof, or (c) Use or retake such portion ofthe, Equipment as the Lessor, in its sole discretion, may decide. All ofthe Lessee's righ4 title and interest in any Equipment the possession of which is retaken by the Lessor upon the occurrence of an Event of Default or Event of Nonappropriation shall terminate immediately upon such repossession. Section 13.03. Return of Equipment. Upon an Event of Default, Lessee agrees to allow Lessor to recover the Equipment at Lessees sole cost and expense, in accordance with Article XIII, Section 13.02. Sectiou 13.04. No Remedy Exclusive. No remody herein conferred upon or reserved to the Lessor is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity. Section 13.05. Late Charge; Interest on Late Payment Any Rental Payment not paid on the due date thereof shall bear a late charge equal to two percent (20%) of the amount ofthe past due Rental Payment, but in no event less than $100.00. Any unpaid Rental Payment or other amount payable by Lessee to the Lessor hereunder, shall bear interest at the lesser of(a) the rate payable on the principal portion ofthe Purchase Price, plus five full percentage points per annum, or (b) the maxmum rate allowed by law_ Section 13.06_ Force Maieure. if by reason of fo�eure Lessee is unable in whole or in part to carry out its agreement on its part herein contained, other than the obligations on the part of Lessee contained in Article VI and Article VIII Section 8.03 hereof, Lessee shall not be deemed in default during the continuance of such inability. The term "farce majeure" as used herein shall mean, without limitation, the following: acts of God, strikes, lockouts or other industrial disturbances; act of public enemies, orders or restraints of any kind ofthe government ofthe United States of America or the State or any oftheir departments, agencies or officials, or any civil or military authority; insurrections; riots,; landslides; earthquakes; fires; storms; droughts; floods; or explosions. ARTICLE XIV MISCELLANEOUS Section 14.01. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage prepaid, to the parties at the addresses set forth on the first page hereof. Section 14.02. iBiadi ne Effect This Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns. Section 14.03. Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 14.04. Amendments. All amendments hereto must be in writing. Section 14.05. Execution is Countemsirt& This Agreement may be executed in several counterparts. Section 14.06. Ap Lcable Law This Agreement shall be governed by and construed in accordance with the laws of the State. Section 14.07, Captions The captions or heading in the Agreememt arc for convenience only and no way define, limit or describe the scope or intent of any provisions or sections of this Agreement. Section 14.08. Entire Agreement This Agreement constitutes the entire agreement between Lessor and Lessee. No waiver, consent, modification or change of terms of this Agreement shall bind either party unless in writing signed by both parties, and then such waiver, consent, modification or change shall be effoctive only in the specific instance and for the specific purpose given. There are no understandings, agreements, representations or warranties, express or implied, not specified hercin regarding a this Agreement or the Equipment leased hereunder. Any terms and conditions of any purchase order or other document (with the exception of Supplements) submitted by Lessee in connection with this Agreement which are in addition to or h=nsisturt with the teams and conditions of this Agreement will not be binding on Lessor and will not apply to this Agreement. Lessee by the signature below of its authorized representative acknowledges that it has read this Agreement, understands it and agrees to be bound by its terms and conditions. ARTICLE XV DEFEASA?NCE Section 15.01. Defeas_nnee. The Lessee's obligation to pay the Purchase Price will be deemed to be paid and the Lessee's obligations under this Agreement will be discharged and satisfied upon the deposit by the Lessee with the Lessor of (a) moneys sufficient to pay the Purchase Price or (b) obligations which are directly insured or guaranteed by the United States or, with the prior written consent of the Lessor, any other obligations in which any smking fund for bonds issued by the Lessee may legally be invested, the principal of and interest on which when due will provide sufficient moneys for such payment. IN WITNESS WHEREOF, Lessor has executed this Agreement in its corporate name, attested by its duly authorized officers, and Lessee has caused this Agreement to be executed in its corporate name, attested by its duly authorized officers. All of the above occurred as of the date first written on the heading hereof. LESSOR: Lessor 13y. By. Title: Title_ By: Title: LESSEE: Lessm By: Title: AP VED AS TO FORM R M C*A*tq City AM IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized offices the day, month and year first above written. REVIEWED AND APPROVED: City Administrator CITY OF HUNTINGTON BEACH, A municipal corporation of the State of California ATTEST: Mayor City Clerk APPROVED AS TO FORM: City Attorney LHM qAloa) INITIATED AND APPROVED: Director of Community Services EXHIBIT A RESOLUTION OF GOVERNING BODY EXTRACT OF MINUTES Lessee: Lessee Date of Agreement: Lease bate At a duly called nxzft of the governing body of Lessee (as defined in the Agreement) held on the day of , 20 the following resolution was introduced and adopted. RESOLVED, whereas the governing body of Lessee has determined that a true and very real need exists for the acquisition of the Equipment described in the Municipal Lease and Caption Agrecrnicnt presented to this meeting; and WHEREAS, the governing body of Lessee has taken the necessary steps, incl uding any legal bidding requirements, under applicable law to arrange for the acquisition of such Equipment. BE IT RESOLVI D, by the governing body of Lessee that the terms of said Municipal Lease and Option Agreement are in the best interests of Lessee for the acquisition of such Equipment, and the govemmg body of Lessee designates and confirms the following persons to execute and deliver, and to witness (or attest), mTectively, the Municipal Lease and Option Agreement and any related documents necessary to the consummation ofthe Uansactions conterrglawd by the Municipal Lease and Option Agreement. FURTHERMORE BE IT RESOLVED, that the governing body of Lessec hereby represents that the reasonably anticipated amount of qualified tax-exempt obligations which have been and will be issued by the Lessee does not exceed $10,000.000 for the calendar year within which this Municipal Lease and Option Agreement is to be "qualified tax- exempt obligation" pursuant to Section 265(b)(3) of the internal Revenue Code. (Name of Party to Execute Agreement) (Name of Party to Execute Agreement) (Title) (Title) The undersigned further certifies that the above resolution has not been repealed or amended and remains in full force and effect and fngser certifies that the above and foregoing Municipal Lease and Option Agreement is the same as presented at said meeting of the governing body of Loussec. Secretary/Cleric Seal: Date EXHIBIT B OPPOON OF LESSEE'S COUNSEL (Please furnish this form on Attorney's Letterhead) Lessce: Lessee Date of Agreement: Lease Date Gentlemen: As counsel for Lessee ("Lessee"), I have examined duly executed originals of the Municipal Lease and Option Agreement, the Escrow Agreement and the Rase Lease (the "Agteements") dated Lease bate, between Lessee and Lessor ("Lessor"), and bused upon the examination and upon such other examination as I have deemed necessary or appropriate, I am of the opinion that- 1 _ Lessee is a public body corporate and politic, legally existing under the laws of the State of Lessee. 2. The Agreements have been duly authorizes, executed and delivered by Lessee, pursuant to constitutional, statutory andlor home rule provision which authorizes this transaction and the Resolution, attached as Exhibit A to the Agreement. 3. The Agreements are a legal, valid and binding obligation of Lessee, enforceable in accordance with its terms. In the event the Lessor obtains a judgement against Lessee in money or damages, as a result of an event of default under the Agreement, Lessee will be obligated to pay such judgement. 4. Applicable public bidding requirements have been complied with. 5. To the best of my knowledge, no litigation is pending or threatened in any court or other tribunal, state or federal, in any way questioning or affecting the validity of the resolution or the Agreements, 6. The signatures of the officers of Lessee which appear on the Agreements are true and genuine; I know said officers and know them to hold the offices set forth below their names. Respectfully submitted, Counsel i Ali � i, r �7a7 CERTIFICATE OF LESSEE I, _ , am a duly authorized representative and acting Secretary or Cleric of the named lessee under that certain Municipal Lease and Option Agreement dated lease Date with Lessor as lessor (the "Agreement") hereby certify as follows and in accordance with the requirements ofthe Agreement. Capitalized terms used herein have the same meaning as in the Agreement: A. INCUMBENCY OF OFFICERS AND SIGNATURES_ I. have custody of the records of Lessee and the following ours of the Lessee are duly etmwd or appointed and hotd the office or tine set forth opposite each individuaYs name, and the signatures opposite their names are true and correct, and where required, have been filed with the appropriate officials of the Slate, and each such individual has the authority to enter into the Agrecment on behalf of the Lessee_ Name Title/Office Signature ESSENTIAL. USE: The Equipment will he used by the Lessee for the following governmental purpose of 2. The Equipment is essential for the functioning of the Lessee and is immediately needed by the Lessee. Such need is neither temporary nor expected to diminish during the Lease Term. The Equipment is expected to be used by the Lessee for a period in excess of tb.e Lease Term. C. CERTIFICATE OF APPROPRIATIONS: L Monies for all rental payments to he madc under the Lease for the fiscal year ending . 20_ _are available from unexhausted and unencumbered appropriations and/or funds within lessee's budget for such fiscal year, and that appropriations and/or funds have been designated for the payment of those rental payments that may come due under the Agreement in such fiscal year. D. SECTION 265(b)13) MATTERS: l _ Lessee (a) maintains a register or list ofExempt Government Obligations, (b) files when required Form 8038G or Form 8038GC, and (c) therefore can certify that the total Exempt Government Obligations issued to daft in the current calendar year, including the Agreement, is less than $10,000,000 and hereby designates the Agreement as a Qualified Tare Exempt Obligation pursuant to Section 265(bx3) of the tuternal Revenue Code of 1986, as amended. This Certificate is based upon facts, circumstances, estimates and expectations of the Lessee as of the date on which the Agreement was executed, and to the best of my knowledge and belief as of this date, such facts, circumstances and estimates are true and correct and such expectations are reasonable. IN WITNESS WHEREOF, I have executed and dclivacd this certificate as of the _day of , 20 Secretary/Clerk EXHIBIT D DESCRIPTION OF THE EQUIPMENT Equhmient: EQUIPMENT LOCATION: Lcsscc $y: Title: Date: EXHIBIT E RENTAL PAYMENT SCHEDULE EXHIBrr F ACCEPTANCE CERTMCATE To lessor: Lessor Lessor Street Address Lessor City, State, Zip In accordance with the terms of the Municipal Lease and Option Agreement dated Lease Date (the "Lease") between Lessor ("Lessor"), and the undersigned ("Lessee"), Lessee hereby certifies and represents to, and agrees with, Lessor as follows: 1. The Equiprrcat, as such term is defies in the Lease, has been delivered and installed at the Equipment Location specified in Exhibit D - Description of the Equipment to the Lease and accepted on the date indicated below. Z, Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes. 3. No Event of Default, as such term is defined in the lease, and no event which with notice or lapse of time, or both, would become an Event of Default, has occurred and is continuing at the date hereof. Lessee. Lessee By: Tide: Date: F30MIT G INSURANCE COVERAGE REQUIREMENTS TO: Lessor Lessor Street Address Lessor City, State, Zip FROM: Lessee Lessee Street Address Lessee City, State, Zip SUBJECT: INSURANCE COVERAGE REQUIREMENTS I _ In accordance with Article VIII, Section 8.03 of the Agreement, we have instructed the insurance agent named below (please fill in name, address and telephone number) to issue: a. All Risk Physical Damage Insurance on the teased Equipment evidenced by a Certificate of Insurance and Long Norm Loss Payable Clause naming Lessor as loss payee. Coverage Required: Full Replacement Value b. Public Liability lnsutanoe evidence by a Certificate of Insurance naming lessor andlor its assigns as an Additions! insured. Minimum Coverage Required: $500,000.00 per person $500,000.00 aggregate bodily injury liability $100,000.00 property damage liability c. Rental Interruption and Loss of Use and Occupancy Insurance as enumerated in Article VIII, Section 8.04 of the Agreement. OR 2_ Pursuant to Article VIII, Section 8.03 of the Agreement, we are self -insured for all risk, physical damage, and public liability and Article ViII, Section 8.04 of the Agrcemcut, we are self -insured for rental payment abatement and loss of use of the Equipment in the amount and for the period enumerated in the Agrocntcat. We will provide proof of such self-insurance in letter form together with a copy of the statute authorizing this form of insurance. 3. Proof of insurance coverage will be provided prior to the time that the Equipment is delivered to us. Lessee By: Dated: aS.msan. ESCROW AGREEMENT LESSOR: Lessor ESCROW AGENT: Lessor Street Address Lessor City, State, Zip LMEE: Lessee Lessee Street Address Lessee City, State, Zip THIS ESCROW AGREEMENT is made as of Lease Datc, among Lessor ("Lessor"), Lessee ("Lessee"), and (the "Escrow Agent"). Lessor and Lessee have beretofore entered into that certain Municipal Lease and Option Agreement dated as of the date hereof (the "Agreement"). The Agreement contemplates that certain Equipmeut described therein (the "l quipment") is to be acquired from the vendor(s) m manufacturer(s) thereof. Mier acceptance of the Equipment by Lessee, the Equipment is to be leased by Lessor to Lessee pursuant to the terries of the Agreement. On or subsequent to as is dctcmtined to the mutual satisfaction of the parties (the "Closing Date"), Lessor shall deposit with the Escrow Agent cash in the amount of (the "Escrow Fund"), to be held in escrow by the Escrow Agent on the express terms and conditions set tinth herein. The Escrow Fund is to be applied to pay the vendor(s) or manufacturers) of the Equipment its invoice cost (a portion of which may, if required, be paid prior to final acceptance of the Equipment by Lessee). The Escrow Fund is to be held for the account and benefit of Lessee, and Lessee has granted to Lessor a security interest in the Escrow Fund. The parties desire to sex forth the teams on which the escrow is to be treated and to establish the rights and responsibilities of the parties herebo_ NOW, THEREFORE, in consideration of the sum of Ten Dollars (SIOAO) in hand paid, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1_ Lessee hereby appoints Escrow Agent as its escrow agent, and Escrow Agent hereby accepts that appointment as escrow agent upon the terms and conditions set forth herein. The Escrow Fund shall be held for thct accoant and benefit of Lessee and Lessor and all uttcrost earned with respect to the Escrow Fund shall accrue to the benefit of Lessee and shall be applied as expressly set forth herein. To the limited extent required to perfect the security interest granted by Lessee to Lessor in the cash and negotiable instruments from time to time comprising the Escrow Fund, Lessor hereby appoints the Escrow Agent as its security agent, and the Escrow Agent hereby accepts that appointment as security agent, and agrees to hold physical possession of such cash and negotiable instruments on behalf of Lessor. 2_ On the CIosing Date, the Escrow Agent agrees to accept the deposit of the Escrow Fund by Lessor with the Escrow Agent, and further agrees to hold the amount so deposited together with all interest and other additions received with respect thereto in escrow on the express terms and conditions set forth herein. 3. The Escrow Agent shall at all times segregate the Escrow Fund into an account maintained for that express purpose, which shall be clearly identified on the books and records of the Escrow Agcw as being held in its capacity as Escrow Agent. Securities and other negotiable instruments comprising the Escrow Fund from time to time shall be held or registered in the name of the Escrow Agent (or its nominee). The Escrow Fund shall not, to the extent permitted by applicable law, be subject to levy or attachment or lien by or for the benefit of any creditor of arty ofthe parties hereto (except with respect to the security interest therein held by Lessor). 4. The cash comprising the Escrow Fund from time to time shall be invested by the Escrow Agent in such Qualified lnvestments (as hereinafter defined) as shall be specified by Lessee in written directions executed by Lessee from time to time as described in Schedule C; provided, however, that no investment shall bear a yield per amnum greater than the yield per annurn borne by the Agreement as calculated by the Lessor. The Escrow Agent will use due diligence to collect all instruments for the payment of money comprising the Escrow Fund and shall promptly notify the other parties in the event of dishonor. Interest or other amounts earned and received by the Escrow Agent with respect to the Escrow Fund shall be deposited in and comprise a part of the Escrow Fund No investment shall be made that would cause the Agreement to be deemed to be an arbitrage bond within the meaning of Section IM(a) of the Internal Revenue Code of 1986, as amended, and Lessee agrees to deliver an arbitrage and tax certificate substantially in the form attached hereto as Schedule A For the purpose of this paragraph 4, the term "Qualified investments" means, to the extent the same are at the time legal for investment of the funds being invested: (i) direct general obligations of the United States of America; (ii) obligations, the timely payment ofthe principal of and interest on which is fully and unconditionally guaranteed by the United States of America; (iii) Certificates of Deposit that are insured by the Federal Deposit Insurance Corporation; and (iv) general obligations o£tthe agencies and instrthn=tatities of the United States of America acoci tnble to I -essw; and (V) mtythey mwket fun&, whose investment parameters target investments in securities as described above in points (i-iv)_ 5. The Escrow Agent shall take the hollowing actions with respect to the Escrow Fund: a, Upon receipt of written authorization and instructions from Lessor and Lcssor, which shall at a minimum consist of (a) the paymcm request form - Schedule B describing the items of Equipment for which payment is to be made, executed by Lessee and certified by Lessor, (b) the vendor(s) or marmfaeturcr(s)' invoice(s) specifying the Equipment acquisition price of Equipment described in the payment request form and (c) a UCC Financing Statement and/or Application for Certificate of Title covering the items of the Equipment, the Escrow Agent shall pay to the vendor(s) or rnanufacturea(s) of the Equiptent payments then due and payable with respect thereto. b_ In the evettl that Lessor provides to the Escrow Agent written notice of the occurrence of an event of default under the Agreement, the Escrow Agent shall thereupon promptly remit to Lessor the Escrow Fund. C. Upon receipt by the Escrow Agent of written notice from Lessor that the Equipment acquisition price lutes been paid in full, the Escrow Agent shall apply the then retraining Escrow Fund, first, to all reasonable fees and expenses incurred by the Escrow Agent in confection herewith as evidenced by its statement forwarded to Lessor and Lessee, and, second, to prepay to Lessor rent payments due by Lessee to Lessor, to be applied to the Rental payments under the Agreement at the sole discretion of Lessor as evidenced by Lessor's statement submitted to the Escrow Agent, unless Lessor, by written notice to Escrow Agent, authorizes Escrow Agent to pay any remaining amount in the Escxaw Fund directly to Lessee_ 6. The reasonable fees and expenses, of the Escrow Agent incurred in connection herewith shall be the responsibility of Lessee. 7. 'rho fnscrow, Agent shall have no liability for acting upon any written instruction presented by Lessor in connection with this Agreement which the Escrow Agent in good faith believes to be genuine. Furthermore, the Escrow Agent "it not be liable for any act or omission in connection with this Agreement except for its own negligence, willful misconduct or bad faith. The Escrow Agent shall not be liable for any loss or diminution in value of the Escrow Fund as a result of the investment decisions (pursuant to Section 4, Qualified Investments), abode by the Escrow Agent. 8. The Lessee hereby agrees to indemnify and save the Escrow Agent harmless against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder, and which are not due to the Escrow Agent's negligence or default. Indemnification for any tort shall be limited to the extent and in the amounts provided for by California law. No indmmification will be made under this Section or elsewhere in this Agr+eemart for willfui misconduct, negligence, or default under this Agreement by the Escrow Agent, its officers, agents, employees, successors or assigns. 9. 'l'he Escrow Agent may at any time resign by giving at least 30 days' prior written notice to Lessee and Lessor, but such resignation shall not take effect until the appointment of the successor Escrow Agent. The substitution of another bank or trust company to act as Escrow Agent under this Escrow Agreement may occur by written agreement of Lessor and Lessee. In addition, the Escrow Agent may be removed at any time, with or without cause, by an instrument in writing executed by Lessor and Lessee. In the event of any resignation or removal of the Escrow Agent, a successor Escrow Agent shall be appointed by an instrument in writing executed by .Lessor and Lessee. Such successor Escrow Agent shall indicate its acceptance of such appoiamtcnt by an instrtrnx at in writing delivered to Lessor, Lessee and the predecessor Escrow Agent. Thereupon such successor Escrow Agent shall, without any further act or deed, be fully vested with all the trusts, powers, rights, duties and obligations of the Escrow Agent under this Escrow Agreement, and the predecessor Escrow Agent shall deliver all moneys and securities held by it under this Escrow Agreement to such succesmr Escrow Agent. Lessor may at any time remove the Escrow Agent as the Escrow Agent under this Agreement upon written notice- Such removal or resignation shill be effective on the date set forth in the applicable notice. Upon the effective date of resignation or removal, the Escrow Agent will transfer the Escrow Fund then held by it to the successor Escrow Agent selected by Lessor- 10. This Escrow Agreement and the escrow established hereunder shall terminate upon disbursement by the Escrow Agent of all amounts contained in ilte Escrow Fund in accordance with Section 5a. or 5b. hereof. 14_ All notices hereunder shall be in writing, send by certified mail, return receipt requested, addressed to the other party at its respective address stated below the signature of such party or at such other address as such party shall from time to time designate in writing to the other parties; and shall be effective on the date of receipt- 12. This Escrow Agreement shall inure to the benefit of and shell be binding upon the parties hereto and their respective successors and assigns. No rights or obligations of the Escrow Agent under this Escrow Agreement may be assigned without the prior written consent of Lessor_ 13, This Escrow Agreement eonstitates the entire agreement between the parties hereto with tespect to the subject utter Hereof, and no waiver, consent, modification or change of terms hereof shall bind any party unless in writing signed by all parties. forth. IN WETNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be duly executed under seal as of the day and year first above set Lessor: I essay By: Title_ Escrow Agent: By: Title: Lessee: Lessee By: Title: SCHEDULED iI\'!►•i DI011i .`i),i►Ia SECTION I - PAYMENT REQUEST , Escrow Agent under the Escrow Agreement dated as of Lease Date by and among said Escrow Agent, Lessor ("Lessor"), and Lessee ("Lessee"), is hereby requested to pay, from the Escrow Fund held under said Escrow Agreement, to the persons, firms, or corporatiom designated below as payee, the amount set forth opposite each such name, in payment of the invoice cost of the Equipment designated opposite such payee's Brame and account. The Equipment comprises all or a portion of the Equipment described in the Description of Equipment - Exhibit D of the Agreement. Payee Aniount ui nt The undersigned hereby certifies that the attached manufacturer's or dealer's invoice is a duplicate original or certified wpy of the order, delivery and acceptance of the Equipment described in this Payment Request Form. Dated: .20 Received and Approved: Lessee Lessee By: Title: SECTION If - PARTIAL ACCEPTANCE By: rtle. Lessor Lessor If the above payment is a progress payment and if the payment is for less than all of the Equipment of the Description of Equipment - Exhibit D and is not the final payment with respect to the Equipment covered by the Description of Equipment - Exhibit D, then Lessee hereby acknowledges that the Equipment listed above has been delivered to, tested and inspected, and accepted by Lessee. Dated: - -- - , 20 Received and Approved: Lessee Lessor Lessee Lessor By: By. - Title: Title: NOTE - Please execute both of the above signature blacks if this is a Perdd Payment and Acceptance of a portion of the Equipuentr if tbis is the Fined Payment with respect to the Equipment Description - ExWbit D — Do Not Complete Section IL Please forward an executed Acceptance Certificate - Exhibit F. SCHEDULE A ARBITRAGE AND TAX CERTIFICATE L the undersigned, hereby certify that 1 am the duly qualified and acting of Lessee ("lessee"), and that irr my official capacity as such offi=, I am responsible for executing and delivering on behalf of Lessee the Municipal Lease and Option Agreement dated as of lease Date, (the "Agreement'), by and bu;tween Lessee and Lessor ("Lessor"). This Certificate is being issued pursuant to Section 148 of the internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations, Sections 1.103-13, 1.103-14 and 1.103-15 (the "Regulations") The following facts, estimates and circumstances are in existence on the date of this Certificate or are reasonably ez4wed to occur herealier. I. The Agreement provides for the lease of certain Equipment described in the Description of Equipment - Exhibit D thereto (the "Equipment") by Lessor to Lessee and the lease of the Equipment by Lessee from Lessor. Pursuant to the Agreement, Lessee is required to make Rental Payments with respect to the Equipment, comprising principal and interest, on the dates and in the amounts set forth in the Schedule of Payments - Ehibit E to the AgrmnenL 2. Pursuant to the Agreement and for the purpose of meeting its obligations under the Agrmnent and assuring Lessee of the availability of moneys needed to pay the cost of the Equipment when due, l.essoe, Lessor and as escrow agent ("Escrow Agent') have executed an escrow agreement dated as of Lease Date, (the "Escrow Agrmateat'). 3. The F,sc:row Agreement provides that Lessor shall deposit S into escrow, to be credited to the Escrow Fund treated by the Escrow Agreement and held, invested and disbursed with respect to the Equipment as provided therein Interest earnings on amounts held in escrow shalt be paid to the Lessee. 4. A contract dated as of , 20 providing for the acquisition and delivery of the Equipment has been executed between Lessee and 5. The Equipment will be acquired and installed with due diligence and, based upon the provisions of the contract described in paragraph 4 herc*f, the Equipment will be acquired and installed on or before ____ ___u, 20 6. All of the spendable proceeds of the Agreement will be expended on the Equipment and related expenses within three years from the date of execution of the Agreement and Escrow Agreement. 7. The original proceeds of the Agreement, and the interest to be earned thereon, do not exceed the amount necessary for the purpose for which the Agreement is issued. 8. The interest of Lessee in the Equipment has not been and is not expected during the term of the Agreement to be sold or disposed of by 9. No sinking fiord is expected to be created by Lessee with respect to the Agreement and the Rental Payments. 10. Lessee hereby covenants to comply with all requirements of the Code and Regulations relating to the rebate of arbitrage profit to the United States of America It is expected that all gross proceeds of the Agreement will be expended on the Equipment no later than the day which is six months after the date of issuance of the Agreement. IL To the best of the knowledge and beliefofthe undersigned, the expectations of Lessee, as set forth above, are reasonable; and there are no present facts, estimates and c ircutnstanoes which would change the foregping expe ctadons. 12. Lessee has not been notified of the listing or proposed listing of it by the internal. Revenue Service as an issuer whose arbitrage certificates may not be relied upon. W1 I NV 'SS my hand this day of 20 Lessee Lessee By: SCHEDULE C INVESTMENT INSTRUCTIONS • • 'o II ATTACHMENT #5 aN, /k-t • 6 1- .7 0 191 IM �yTI1�UMI1 1 �y IT 508 North Allison Street, #1, Richmond, VA 232202704 SPORTS Phone: (804) 354 MO Fag: ($U4) 354-9022 Email: Monumendports*ad com (A" Toll Frw. 1-866-AlSG-1234 Insurance, Financial and Marketing Services April 15, 2003 Joseph O'Connor JD The Community Parks Foundation, Inc. 4675 Commercial St. SE #1 Salem, Oregon 97302 Dear Mr. O'Connor: This letter serves as our official verification that The Monument Sports Group through the USF&G insurance company will be offering coverage to the City of Huntington Beach, Central Park Sports Center. We acknowledge that the facility will be owned by the City and managed by The Community Parks Foundation, Inc. We have received all of the necessary information from you regarding this account, and only await a start up date for coverage to incept. Sincerely; Mark Grossman President The Monument Sports Group ATTACHMENT #6 �CITY OF HUNTINGTON BEACH Fu INTERDEPARTMENTAL, COMMUNICATION To: Ray Silver, City Administrator From: Clay Martin, Director Of Administrative Services Subject: FIS 2003-25 Approve Agreement With Community Parks Foundation, Inc. for Installation of Equipment and Operation and Maintenance Services of Soccer, Hockey and Batting Facilities at Hcp Sports Complex; Authorize Lease Purchase Financing; and Appropriate PA&D Funds for Site Prepartion Date: May 19, 2003 As required by Resolution 4832, this Fiscal Impact Statement has been prepared for "Approve Agreement With Community Parks Foundation, Inc. for Installation of Equipment and Operation and Maintenance Services of Soccer, Hockey and Batting Facilities at Hcp Sports Complex; Authorize Lease Purchase Financing; and Appropriate PA&D Funds for Site Prepartion". If the City Council approves this request (total appropriation $2,499,389 of which $129,198 is from the Park Acquisition and Development Fund and $2,370,191 is covered by funds received in a lease purchase agreement), the estimated unreserved, Park Acquisition and Development Fund Balance at September 30, 2003 will be reduced to $324,000. Clay M?riin Director of Administrative Services ATTACHMENT #7 HCP SPORTS COMPLEX PHASE II is HCP SPORTS COMPLEX- PHASE II • Phase II: artificial turf soccer arenas, roller hockey arenas, batting cages; and pro shop/rest room. • Council directed staff to solicit proposals to install, operate, and maintain Phase II. • Project Team: Community Services, Public Works, Special Projects_ Manager, Administrative Services, City Attorneys Office, and Hennessey Group. • Purpose: provide recreational facilities for community and generate revenue. • Community Services Commission: reviewed master plan and general terms of CPF. . RFPs: July 2002 to six nonprofit sports organizations for Phase 11 Central Park Sports Complex. Community Parks Foundation, Inc. (CPF), Salem, Oregon selected. HCP SPORTS COMPLEX PHASES I & II REFER TO SITE ENLARGEMEFar'D", SHEET$ 12 AND 15 WITH RESTROOM EXISTING LIBRARY AND CONCESSION BUILDNNG, TOT LOT. VEHICULAR ENTRY ONLY SPORTS FIELDS AND SITE VIGNETTES -- NEW CONCRETE CURB AND j ROAD AT TALBERT TREFER T ?LAZA SIDEWALK ADJACENT'O ISFOR -- EXISTING PARKING LOT TALBERT PLAZA SECTIONS ' TALBERT afar aut VEHICULAR ENTRY/EXIT ROAC TA T wWE {--$- E2TO' FROM SPORTS COM?LEK SHEET 2 PLAN ,gc VIEW AND 1 I ..K� 71 +� y )� ` A SECTIONS i N�W CONCRETE _ , :ADEWALK {{,�+ ADJACENT, O I r"Jr s P ER O EN>RCEM.NT- o, $H t W r P>•RKIN61 OT "ND -JT IRE 'ONC.SS,N:,:?_AREA ..i .WOR VE I ULAR SAUPIELD PIAZA N13500BOUND TRAfFI 7 MSIN NANCC AC�Ui'r- - j REFER TO SSEE ?3� O SHEfiS +3-16 FOR 1 ,qTE +' RE R iC SHEET 25 AND 2 BAtIfIELC -Evl —TTE$ EXISTING -' DETAILS AND SITE I EXISTING i CLOSED ORANGE COUNTY VAENIT E$ DISC GOLF �` GUN RANGE TRANSFER STATION pp r _ REFER TO SITENIARGEM N 4 3. .c " SHEET SECONDARY VElK a. 1, -1_ 70 WITH PARKING LOT FUTURE E(yTRY/Pxlr wn;i O IF, L4 �` F I ice., WITH AREA, SPORTS FIELDS EpUND FL-trF{ONLv AND MAINTENANCE FACILITY j I I I -.NOTES IREES _ _ !✓' _ J ! I -t •, 5 _U 90 WIDE, NATURAL COLOR PERIMETER 4 r ACCESS WALK, TYPICAL t ZFF- R 'O SHEETS 13 16 - � .` --' BATLFIEU)PLAZA REFERTOSHEET21.23 - - 5 rC IGNETTE — .,-4 , AND 2A. BAitfIElD ENLARGEMEN- - FFF SECTIONS AND ITLLFIELD DETAILS AND ISITE AWNITIES R REFER TO SITE ENLARGEMENT'A^, SHEET 9 WITH RESTRODA AND CONCESSION { BUILDING, TOT LOT AND SPORTS FIELDS. SNALIB 1" REFER TO SHEETS I3-I6 FOR SITE 1CCATED F; =ROPE tt I N TYPICAUYFOR SHEETS "AD" REFER TO - 1 PRELIMINARY SUE GRADING. SITE _ rfEy '++vNE WITH TREES -- 1 , ELECTRICAL RUINS, ELECTRICAL SITE j - EEt`t BLOCKWAUAND. AMENITIES, SPORT FIELD LIGHTS, AND 5. J..TS HE:p$ EXISTING SITE FENCING PIAN, SHEETS B OCEAN VIE ESTATE" 'W EXISTING MOBILE HOMES SULLY MILLER 1 — LAKE 1 is ' r . j WET- $ tl f2Rffiff 1e - AGOM OW TO T AM _ .. MOM WNW 8f1AW k t,& i ; :�Si°ik.$ 'FAlR4' A f ...� . TUw AM* TO ODWOCT TtY �. twit "I'M .. GRAIM, y Tye. ` — E OM IMAS"A m ,. Aw k rims,. 4 ` RAT" q . m car+ mvr+nAFz. a»F . „ r, €Me�E?'m,W.FKAAI iMBt rem FO 1UCiT9i AtikB€ C - P'OQ cAHxis 4 egptF ,p 3 AmE C1 Ctvffif r 1 F $kwM i a �.0�-tia7s MWA. ..' fB# #Ymat 'HPten£.arsw 7- d-..P94=1w^M r CM .. - a PoYYG.YtpAg+ype tbtIGEA. APMUO &pdRC- s.5&` 3. � ac"Y S SW % W11" } {9 RSPSB Yu.Ea�rS - WMIk. COWIft NHA$S .. xu�aMns F Ar4M UTRO MW6k fie a f Ow M W *44% �P1T... �' FM],FN➢ ",r 1,FYtR.4 Ai318k1lN'BbW:£ ' `�' -"OK Ouftxg POK $4.MT y,R AV`E1iFR+YdM'.. pE66 964' &,, Mi€Z Y ...,.x"S%ME3@ GROLNDCs? A60 , YYfW-A4 .�ffE. Y{li C(IA WAWT, ` LL aT AT€VE SITE PLAN *Sports systems are portable, prefab systems that can be installed and/or removed in four to seven days. r. c�t.x� ',,4±±\\�a:y. - _- ara�err�w rnwirreous { : � ' , rs � ,+ i •,. ,.. mom Vf-�eriwe �srwreHr-""—:ar '®'�ARi- _ m ar�aa� �r �� s s "'.a '` .-.y _, � i. r ''.. r • .G di i ... ar"i . , s. HCP SPORTS COMPLEX - PHASE II • Valley Crest: site preparation. • CPF: install, operate, and maintain sports systems. • Management agreement is not a Lease CPF will have no land or possessory interest in the sports complex property;. city owns sports systems; and CPF manages -those. systems for city. • CPF paid management fee of 15% of gross revenues generated from operation (after lease/purchase payment for sports systems). • Five-year agreement with CPF; city, at its discretion, may extend for an additional five years. • CPF has secured the tax exempt lease/purchase financing for Phase II from Prime Funding Source; equipment is collateral. (no General Fund). PROFORMA • Proforma prepared by Hennessey Group Financial Consultants • Phase 11 operation pays for itself :and contributes an additional $560,000 per year to help off set the annual costs of Phase I. • The Phase Icity-operated portion of the sports complex is estimated to operate at a negative $246,611 in the first stabilized year, even with revenue from Phase II. • Revenue Option: charge for parking at the sports complex; generate additional $176,549,(net revenue). PROFORMA OF REVENUE 8 EXPENSES REVENUE: City Program Income (User Fees) Revenue from CPF .- Sponsorships Food Concessions Wal-Mart Sales Tax Allocation Total Revenue 502,940 557,582 222,300 54,322 200,000 $1,537,144 EXPENSES: Debt service on bonds M&O Public Works Utilities. Community Services Costs Methane Mitigation Cow Bird Mitigation Total Expenses: $1,1011755 308,000 53,000 175,000 111,000 . 35,000 $1,783,755. Difference between Revenue &Expenses (Shortfall to the General Fund) $ (246,611) REVENUE ENHANCEMENT 1 - PARKING FEE Sports Complex Revenue Expenses Estimated Net Contribution w/Parking (to'the General Fund) $476,240 531080 $423,160 $176,549 • Proforma is conservative in terms of market rates and utilitization. Most projected uses are between 15 and 40 percent of capacity. • It is possible that the sports complex will be more popular than projected in the proforma and the negative may disappear without the parking fee revenue option. • Council does not -have to decide immediately whether to charge for parking as this decision can be made as part of. next year's budget process. PHASE 11. PLANS AND SPECIFICATIONS • The cost for consultants' preparation of plans and specifications for Phase Il will be allocated from the Park Acquisition &.Development Fund. • The total is $129,198 ($94,200 for NUVIS Landscape Architects and $34,998 for six months consultant services of Community Parks Foundation). RECOMMENDATIONS • Approve Agreement with Community Parks Foundation. • Approve the allocation- of $129,198 ($94,200 for NUVIS Landscape. rchitects and $34,998 for six months consultant services of Community Parks Foundation) from the Park Acquisition &Development Fund .unappropriated fund balance. • Authorize the Mayor and City Clerk to execute a lease/purchase agreement with Prime Funding Source, Inc. per the sample lease agreement contained in the Council request for action for $2,370,191 upon the review and approval of lease/purchase documents by the City Attorney for the acquisition and installation of the Phase Il sports systems by Valley Crest Construction Company and Community Parks Foundation; RECOMM ENDATIONS, continued • Approve an amendment to the Valley Crest Construction Company contract -for $1,213,353 from the lease/purchase financing agreement with Prime Funding Source, Inc. to complete Phase 11 site preparation and installation; and • Approve. appropriation of $1,156,838 from the lease/purchase financing agreement with Prime Funding Source, Inc. for Community Parks Foundation to acquire a.nd complete installation of Phase 11 sports -systems. ALTERNATIVE ACTION Provide staff with direction for alternative uses and/or terms and conditions of the management agreement with Community Parks Foundation, Inc. for the implementation of Phase. II of the HCP Sports Complex. 41 a J i HCP SPORTS COMPLEX PHASE II a Huntington Central Park Sports Complex HCP SPORTS COMPLEX PHASES I & II i REFER TO SITE ENLARGEMENT w, -- EXISTING LIBRARY AND CONCESSION UIDINGRTTOT LOT, 1: VEHICULAR ENTRY ONLY SPORTS FIELDS AND SITE VIGNETTES E. CCNCRET[ CURS AND I RCAD AT TAISERT REFER TO SHEET 15 FOR - - SIDEWALK AD}ACE IT TO i EXISTING PARKING LOT lAISERT PLA7A SECTIONS = TAISERT 40Ex E VEHICULAR ENTRY! XIT ROAD BALLFIELDBEFER TO! FROM SPORTS ONINEX I TAtBERi VEtwE ,SHEET 22 PLAN VIEW AND �{ -. te� I� SECTIONS j NEW CONCRE7 M7 CMESMAN CLR AND s ._..P'O •` tFr "" «I �� SIDECEN AlEJA R ER t0SITE EN:ARCEMENT 1 '' V •3L ' `�" ELI I) A Y PARR,IJG AND VT R" CONCES.:.,w:RE AREA 1 ki0 YE I ULq _ � 1 i N R XI l T-I NORTH — ' U J T'EOLND TPAFFIC f MSIN NFNCL SAC ,ITY BAUfIEiD PIA I ( _ REFER TO SHEE J1 z O51'EETC ,S Sd OR R O SHEET 10 AND 2 Ek LF:EIGI STE N.TTcs fi ;° EXISTING a oerAILSANosrE 1 EXISTING z ' [GUN ORANGE COUNTY AMEI 1IES DISC GOLF � SEE,', t IGUN RANGE TRANSFER STATION n COURSE %� 1�'" REFER TO SITE FNLAR EMNT-R-,SHEET SEC TA , YEI IC -,t %�. D WITH PARKING LOT FUTLNE E Rzy lExll vR I WORT+ 1 Ir R CONCESSIONAIRE AREA, SPORTS FIELDS` ED Nll fl.t AND MAINIENANCE'ACIUTY -s iRtEB ID' WIDE, NATURAL COLOR PERIMETER C J ACCESS WAIK, TYPICAL , I � i EIS 13 16 "-SALLFlE-D PLAZA RE'ER TO SHEET 21, 23 AND 24, BALLFEID ENIARGEMEN , SECTIONS AND BALLF&D DETAILS AND -E AMENmES #\ REFER IOSTfEENIARGEMENT"A" SHEET - 6 —L— : =L M P WITH RESTROOAND CONCESSION BUILDING TO LOi AND SPORTS FIELDS !� �REFEP TO SHEETS I$I6 FOR SITE _ L t.. nTJRCW gt.+ R „ VIGNETTE SHEETS .. Al 110,11I " - TYPICAt1Y FOA SHEETS -A.D' REFER TO `. PRELIARNARY SITE GRADING, SITE P NE lh lrH TREES 1 - ELECTRICAT PLANS, ELECTRICAL SITE t AMENUIES, SPDII FIELD UGHTS, AND ENB,OCK,JA L..NJ ,.EXISTING ' PORTS HESDS SRE FENCING PWN, SHEETS 2 8 OCEAN VIEW 1 ESTATES EXISTING MOBILE HOMES SULLY MILLER LAKE j { ' I , I SPORTS COMPLEX SITE LAYOUT PLAN CENTRAL PARK CITY OF HUNTINGTON REACH, CALIFORNIA r�s � - - PMCWY - DACTYUPM i- GATE PA1M � ACDE" AOAO hY OOLT&.fi! ..., west STRe T MPMABE H _. ^ .. ,,.. 4A t0"f18Gi4YYA PALW6'TL1RCiM1ORA ....:. j ; C" t "LK ;' ACCEOB ROAD TO LSW4RY AM j PAAMOT AY1pAIE. Mom 9 t. WM AOA.AlW PNAUE a ' - T/A9ThMA 0014, MTA M--- - r TW AAM TO f TTO f AWACOW SOCCM PMW.W PM WI% *A TY'"KA $Fwom �CLIM+OOD gRAWTE. f- GATE PALM / r TYTtlGAt y wfew D�k,.A. ONARE , i !' 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PMA# f �ry -yi3T1 LAOERNINK)O A FUM `]LBGAAGYIA'PAW { LAryCFA - x -,mom 'V''. .. P BRACILA]A �` ' AFARIAR BMrAG AF M l L 9MN'{ PINK POi{MC.AMIN'S QRAC4.00 � �, T i.t ° ^` tATYETABTIlOSi9A PALM PBm"a t 4RMW MWILE. • ~ SOCCOR PELD MD' A M. PAN ApAXIW 0.EAOdwm PLATAl0.1$ AC AFOLV. .00DM3o0O'u,-4. LO OO—LAM sib& -, _y„ l? C4RKYiETE BID - a~ AND DOOM EOURR AFAk TY4RCAL }F .COP. S FOO AIRWY:' SPORTS €thR9ATlglV Y4 _ I%AkXM SIM EAERO1MY ACCE$E SATE 4906OLS ILLUSTRATIVE SITE PLAN ■�I� ...�..tyj}{ Jill sr�f..��;-�..i..r.__.—i�...._..e^ �a_:_.....�..�._..._--4»+�--.---1-r=��*-+i....s es__._......_,=^.t...•T.,_____,v__�__.._._._ .-1..._._. *Sports systems are portable, prefab systems that can be installed and/or removed in four to seven days. HCP SPORTS COMPLEX - PHASE II • Assembled Project Team: Community Services, Public Works, Special Projects Manager, Administrative Services, City Attorneys Office, and Hennessey Group. • RFPs: July 2002 to six nonprofit sports organizations for Phase II Central Park Sports Complex. Community Parks Foundation, Inc. (CPF), Salem, Oregon selected. • Community Services Commission: reviewed master plan and general terms of CPF. HCP SPORTS COMPLEX - PHASE II • Valley Crest: site preparation. • CPF: install, operate, and maintain sports systems. • Management agreement is not a lease. CPF will have no land or possessory interest in the sports complex property; city owns sports systems; and CPF manages those systems for city. • CPF paid management fee of 15% of gross revenues generated from operation (after lease/purchase payment for sports systems). • Five-year agreement with CPF; city, at its discretion, may extend for an additional five years. • CPF has secured the tax exempt lease/purchase financing for Phase II from Prime Funding Source; equipment is collateral (not the General Fund). SPORTS COMPLEX FINANCIAL SUMMARY Phase I without Phase II Phase l plus Phase II Phase I & II plus parking ($804,192) ($2463611) +$176,549 PROFORMA OF REVENUE & EXPENSES Prepared by Hennessey Group Financial Consultants REVENUE: City Program Income (User Fees) - Phase I Revenue from CPF - Phase II (Net Revenue) Sponsorships Food Concessions - Phase I Wal-Mart Sales Tax Allocation Total Revenue 502,940 557,582 222,300 54, 322 200,000 $1,537,144 EXPENSES: Debt service on bonds $1,101,755 M&0 Public Works - Phase 1 308,000 Utilities 53,000 Community Services Costs - Phase I 175,000 Methane Mitigation (1st year cost) 111,000 COW Bird Mitigation 35,000 Total Expenses: $1,7831755 Total Revenues $115371144 Total Expenses 1.7831755 Shortfall to the General Fund $ (246,611). REVENUE ENHANCEMENT 1 — PARKING FEE Sports Complex Parking Revenue $476,240 Expenses 531080* Net Parking Phases I & II Revenue Shortfall Net Overall Project Revenue $423,160 -246,611 +$176, 549 *includes 10-year payback of $16,000 per year to PA&D Fund for Pay & Display machines. SPORTS COMPLEX FINANCIAL SUMMARY Phase I without Phase II Phase I plus Phase II Phase I & II plus parking •Mitigating potential impacts to Library ($804, 192) ($246,61 1) +$176, 549 RECOMMENDATIONS • Approve Agreement with Community Parks Foundation. • Approve the allocation of $129,198 ($94,200 for NUVIS Landscape Architects and $34,998 for six months consultant services of Community Parks Foundation) from the Park Acquisition &Development Fund unappropriated fund balance. • Authorize the Mayor and City Clerk to execute a lease/purchase agreement with Prime Funding Source, Inc. per the sample lease agreement contained in the Council request for action for $2,370,191 upon the review and approval of lease/purchase documents by the City Attorney for the acquisition and installation of the Phase 11 sports systems by Valley Crest Construction. Company and Community Parks Foundation; RECOMMENDATIONS. continued • Approve an amendment to the Valley Crest Construction Company contract for $1,213,353 from the lease/purchase financing agreement with Prime Funding Source, Inc. to complete Phase II site preparation and installation; and • Approve appropriation of $1,156,838 from the' lease/purchase financing agreement with Prime Funding Source, Inc. for Community Parks Foundation to acquire and complete installation of Phase II sports systems. ALTERNATIVE ACTIONS 0 1. Provide staff with direction for alternative uses and/or terms and conditions of the management agreement with Community Parks Foundation, Inc. for the implementation of Phase � I I of the HCP Sports Complex. 2. Approve ,charging. $1 per -day for parking at HCP Sports Complex; and authorize a loan from the Park Acquisition & Development Fund of $160,000 for "pay and display" parking ticket machines to be paid back over a ten-year period. 3. Approve an allocation of $45,000 from the Park Acquisition & Development Fund for construction of a 6' fence and emergency access gate between the sports complex and library; net .operating proceeds to reimburse PA&D Fund.