19-0702_BLENHEIM FACILITY MANAGEMENT_1st Amd to Riding Park Management AgrFIRST AMENDMENT TO RIDING PARK MANAGEMENT AGREEMENT
THIS FIRST AMENDMENT TO RIDING PARK MANAGEMENT AGREEMENT (the..@f,,)ismadebyandbetweentheCityofSanJuanCapiStrano,amunicipa1
corporation ("Cify")and Blenheim F acility Management, LLC, a Delaware limited liability
company ("Company") as of I ,2019, with respect to the following facts
A. City and are parties to that certain Riding Park Management Agreement
dated as of January 1,2018 ("Agreement") for the operation, management and maintenance of
the Rancho Mission Viejo Riding Park.
B. The Agreement expires on August 1,2019 and the Parties desire to extend the
term of the Agreement.
C. The Parties also wish to amend the Agreement as set forth below. Except as set
forth herein, all capitalized terms in this Amendment shall have the same meanings ascribed to
them in the Agreement. To the extent that the provisions of this Amendment are inconsistent
with the terms and conditions of the Agreement, the provisions of this Amendment shall control.
IN CONSIDERATION OF THE FOREGOING, the parties agree as follows.
1. Effective Date: Term. Paragraph 1.1 of the Agreement is deleted in its entirety
and restated as follows:
"Effective Date; Term.This Agreement shall be effective on August 2, 2019 (the
"Effective Date"), but the term of Company's management of the Riding Park Parcel
pursuant to this Agreement shall be the "Management Term" set forth in Section 1.2.
This Agreement shall terminate and be of no fuither force or effect as of 11:59 p.m. on
December 3I,2019. Thereafter, this Agreement shall automatically renew from month to
month until terminated pursuant to the terms of this Agreement ("Termination Date")."
2. Ridins Park Parcel Events. Section 2.1.5 of the Agreement is deleted in its
entirety and replaced with the following:
oo@.CompanyshallsubmittoCityManager,notlessfrequent1y
than once per quarter, covering the four quarters of the Management Term, by the dates set
forth below, a written request for the City Manager's approval of the specific proposed
events and uses for each calendar quarter during the Management Term of this Agreernent.
City Manager's consent shall be at its sole and absolute discretion and City Manager or
authorized designee shall respond in writing to the request within fifteen (15) calendar days
of receipt of Company's request. The specific proposed events and uses approved by the
City Manager or authorized designee shall be memorialized as EXHIBIT C to this
Agreement each quarter. Company shall submit such written requests in accordance with
the following schedule:
161147.20011\32092189.5
For l't Calendar Quarter (January 1 through Not later than December 15 annually
March 31):
For 2nd Calendar Quarter (April I through Not later than March I annually
June 30):
For 3'd Calendar Quarter (July 1 through Not later than June 1 annually
September 30):
For 4ú Calendar Quarter (October I through Not later than September I annually
December 31):
Company shall continue to provide public use dates and shall develop a calendar to include
additional sports events, including toumaments, with priority for San Juan Capistrano-based
teams. Notwithstanding the foregoing, Company acknowledges that City has the right to
reserve and use the Riding Park Parcel for the uses specified in Sections 2.1.5.1 and2.I.5.2
and Company shall coordinate with City with respect to same."
3. Public Access to Riding Park Parcel. Section 2.1.5.3 is deleted in its entirety.
4. Ridine Park Parcel Operating Expenses. Section 2.I.ll is deleted in its entirety
and replaced with the following:
" . Company shall be responsible for payment
of all costs and expenses of whatever type or nature, incurred with respect to or otherwise
arising from Company's performance of the Riding Park Parcel Management Services as
follows: (Ð all costs associated with preparing the Riding Park Parcel for the
activities/events thereon that are Permitted Uses including, but not limited to, all licenses
and permits; (ii) all taxes, fees, assessments, levies, fines, judgments, claims, charges,
' costs of defense of lawsuits, attorney fees, and expert witness fees; (iii) all employee,
personnel, and labor costs including all salaries, wages, benefits, pension contributions,
health care costs, and all other such costs; (iv) costs of maintaining the Riding Park
Parcel in a manner, and at a level, necessary to insure the ongoing use of the Riding Park
Parcel during and after the Management Term for the Permitted Uses; (v) all marketing,
advertising, publicity, and related costs to promote the activities and events that are
Permitted Uses on the Riding Park Parcel; (vi) all office management costs to operate the
Riding Park Parcel including but not limited to computers, telephone, software, and
accounting and payroll programs, (vii) the cost to repair improvements on the Riding
Park Parcel; (viii) insurance premiums; (ix) contracts necessary to operate and maintain
the Riding Park Parcel, (x) the cost of permanent and temporary stalls, and (xi) all other
costs to operate and maintain the Riding Park Parcel (collectively, the "Riding Park
Parcel Operating Expenses"). If City should (but is under no obligation to) pay for any
of the Riding Park Parcel Operating Expenses due to Company's failure to make time
payments thereof, Company shall reimburse City within thirty (30) days of receipt of the
invoice for any such payments made by City on behalf of Company. If such payment is
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61147.20011\32092189.5
not received within such thirty (30) day period, interest shall accrue on the outstanding
balance due at the maximum legal rate then in effect."
5. City Operating Expenses. Section 2.1.12 is deleted in its entirety.
6. Riding Park Management Fee. Section 2.1.13 is deleted in its entirety and
replaced with the following:
..B!!!4g@.CompanyshallbesolelyresponsiblefortheRidingParkParcel
Operating Expenses and shall retain all revenues generated from the operation of the
Riding Park Parcel; provided, however, Company shall remit to the City Twenty Percent
(20%) of the gross revenue (o'Gross Revenue") generated by any events not shown on
EXHIBIT C, as amended quarterly ("Gross Revenue Fee'). For purposes of this
Agreement, Gross revenue shall include all facility rental revenue including but not
limited to ring, arena, stall, picnic area and parking lot rental / fees, but shall specifically
exclude any revenue derived by the Company for event labor or pass through event
rentals including but not limited to tent, generator and portable restroom facilities rentals.
In addition, Company shall remit Twenty Thousand Dollars ($20,000.00) per month to
the City, which amount represents the historical net of Riding Park Management Fees and
Gross Revenues to be paid to Company or remitted to the City 1'lp¡¿ing Park Parcel
Management Fee"). The Riding Park Parcel Management Fee shall be remitted to the
City on the first day of each month. For the period commencing August 2,2019 through
August 31,2019, the Riding Park Parcel Management Fee shall be Twenty Thousand
Dollars ($20,000.00) which shall be remitted to the City on August 1,2019. In the event
the Agreement termination shall be effective as of a date after the first of the month, there
shall be no pro ration of the Riding Park Parcel Management Fee. The Gross Revenue
Fee and a report of Gross Revenue shall be delivered to the City no later than thirty (30)
days after the month end in which the event giving rise to the Gross Revenue Fee
occurred.
7 . Schedule of Fees. Section 2.1 .14 is deleted in its entirety.
8. Riehts of Termination.
(a) The last sentence of Section 3.2(c) is deleted in its entirety and replaced
with the following:
"City shall incur no liability due to such termination."
(b) The following words shall be deleted from Section3.2(d):
"and upon such termination City shall pay Company the pro-rata amount of Riding Park
Parcel Management Fee earned by Company to the date of termination."
(c) The following words shall be deleted from Sections 3.2(e), (f) and (g)
"earned by Company to the date of such termination"
.J
6 tt47 . 2OO Lt\320 9 2 1 89. 5
9. No liens. The following words shall be deleted in their entirety from Section 4.2;
"or in the alternative City may offset the amount due from one or more Riding Park
Parcel Management Fee payrnents"
10. Disclosure. The first sentence of Section 8.3 is deleted in its entirety and replaced
with the following:
"City agrees to treat all books, records, financial reports and financial documents
provided to the City's Chief Financial Officer as proprietary corporate records not subject
to disclosure under the California Public Records Act pursuant to California Government
Code Section 6254.15, except as may be required to be disclosed by court order. In the
event that the City receives a Public Records Act request for any such record, City shall
promptly notify Company of such request, and provide a copy of such request. City and
Company shall thereafter consult with one another as to whether, and to what extent, the
requested record(s) may be disclosable to the requestor. In the event that the City, after
consultation with Company, determines to withhold all or a portion of such requested
record, Company shall indemnifu, defend (with legal counsel of City's choosing) and
hold harmless, the City, its elected offrcials, officers, employees, agents and volunteers
from any claim, liability or legal proceeding resulting from such determination."
11. Litieation Matters. The words'oCompany's monetary damages shall be limited to
the Riding Park Parcel Management Fee and" shall be deleted in their entirety from Section 9.10.
12. Exhibit C. The Riding Park Fee Schedule and Rental Pricing exhibits shall be
deleted and replaced with the schedule of Events currently scheduled. The Gross Revenue Fee
for any event not contained on Exhibit C shall be remitted to the City as set forth in Section
2.r.t3.
13. Affirmation. Except as otherwise provided in this First Amendment, the terms and
conditions of the Agreement are hereby ratified and confirmed and shall remain in full force and
effect.
14. Necessary Acts. Each Party shall perform any further acts and execute and
deliver any further documents that may be reasonably necessary to carry out the provisions of
this Amendment.
15. Entire Agreement; Amendments. This Amendment is the entire agreement
between the Parties concerning the subject matter hereof, and supersedes any prior negotiations,
discussions, oral or written communications, or agreements between the Parties. The terms of
this Amendment may only be modified or amended by an instrument in writing executed by all
Parties.
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6r L47 .2OO LL\3209 2 189. 5
16. Reservation of Rigürts. Notwithstanding anything in this Amendment to the
contrary, all claims and contentions of City and Company as set forth in the pleadings on file in
the pending case of City of San Juan Capistrano v. Tokio Marine Specialty Insurance Company
and Blenheím Facility Management, LLC filed in the Superior Court of the State of California,
County of Orange as Case No. 30-2019-0106181I-CU-IC-CJC are reserved.
(signature page to follow)
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6 LL47 .2OO Lt\3209 2 189. 5
IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of
the day and year first written above.
..CITY''
CITY OF SAN JUAN o
\^J.lr z nt?
D"f.I
Maria Morris,
City Clerk
APPROVED AS TO FORM:
Best Best & Krieger, LLP
amln Sïegel
City Manager
..COMPANY"
BLENHEIM F
By:
MANAGEMENT, LLC
Jeffrey Ballinger
City Attorney
Date
Vice President of Operations and Marketing
66 1 1 47 .200 | t\32092 1 89 .3
IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of
the day and year first written above.
..CITY''
CITY OF SA}T JUAN CAPISTRANO
Date Benjamin Siegel
City Manager
ATTEST:
Maria Monis, CMC
City Clerk
APPROVED AS TO FORM
Best Best & Krieger, LLP
Jeffrey Ballinger
City Attomey
..COMPANY''
BLENHEiM FACILITY MANAGEMENT, LLC
By
Date Melissa Brandes
Vice President of Operations and Marketing
661 147, 20011\32092189.5
Blenhelm
Exhibit C
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EXHIBIT C