21-1022_BLENHEIM FACILITY MANAGEMENT_3rd Amd to Riding Park Management Agr� • • • • • • � � • • • •
THIRD AMENDMENT TO RIDING PARK MANAGEMENT AGREEMENT
THIS THIlZD AMENDMENT TO RIDING PARK MANAGEMENT AGREEMENT (th�
"Am ndment') is made by and between the City of San Juan Capistrano, a municipal
• corporation ("City") and Blenheim Facility Management, LLC, a Del ware limited liability
4b company ("Company") as of January 1, 2022, with respect to the followinf?'cts:
�• • � r •••••r
A. • City and Company are parties to that certain Riding Park Managerrj,-nt Agreement
dated as of January 1, 2018 ("Agreement") for the eperaticn, management and maintenance of
• the. Rancho Mission Viejo Riding Park -40 � • •
• • • � • • • • • • • • •
_B. • Cltyand Company are parties to•The First Amendment to Riding Park
• Management Agreement dated July 2, 2019 ("First Amendment"). • 40 • • •
•C. City nd Com- � parties to The T� Se Amendment t Riding Park
• Management Agreement dated February 2, 2021 ("Second Amendment").
D. The Second Amendment expires on December 31, 2021, a•rd an additic:ral
• extension of up to twelve months to the Agreement term is available at the City's sole discretion.
The Parties desire to extend the term of tbe Agreem--nt for nine additional months and amend the
monthly Riding Park Parcel Management Fee.
• • • 40
IN CONSIDERATION OF THE FOREGOING, the parties agree as follows.
_l • • Effective Date; Term. Paragraph 1.1 of the Agreement is deloted in its entirety
ar_�d restated as follows: • •• •
"Effective Date; Term This Agreement shall be a cctron Jan j, 2022
(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 further force or
effect as of 11:59 p.m. on September 30, 2022, unless sooner terminated pursuant
to the terms of this Agreement ("Termination Date")."
• • • • � • • • • •
—2,* • R!din2 Park Management Fee. Section 2.1.13 of the Agreement is deleted in its
entirety and restated as follows: • • • • • • •
�
Park Fees
." Cc.— ny shall be solely responsible for t� Riding "Riding P
Parcel Operating Expenses and shall retain all revenues ger_.erated from the
operation of the Riding Park Parcel; provided, however, Company shall remit to
the City Twenty Percent (20%) of the gross revenue ("Gross Revenue") •
generated by any events neAshown on EXHIBIT (:!*,as amended quarterly
("Gross Revenue Fee")For purposes of this Agreement, Gross Revenue shall
include all facility rental revenue, including, but rot limited to, ring, arena, stall,
picnic area and parking lot rental/fees, but shall specifically exclude any revenue
derived by the Company fc.- event labor or pass-through event rentals, including,
•
61147.00211\34474511.1
• • •
but not limited to, tent, generator, and portable restroom facilities ren-ta s. In
addition, Company shall remit Forty Thousand Dollars ($40,000) per month
("Riding Park Parcel Managemnent Fee") to the City. The Riding Park Parcel
Management Fee shall be remitted to the City on the first day of each month. In
the event tb-- 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. • • •
• • � • � • • • • • • •
!3. • Affirmat:-on. Except as otherwise provided in the First Amendment, S-.cond
Amendment, and this Third Amendment, the terms and conditions of the Agreement are hereby
ratified and confirmed and shall remain in full face and effect.
4. Necessary. Each Pay shall perform any further acts ar-.d execute and
deliver any further documsnts that may be reasonably necessary to carry out th.- provisions of
this Amendment.
5. Entire Agreement, Amendments. This Amendment is the entire agreement
between the Parties concerning the subject matter hereof, and supersedes any prior negotiations,
discussions, oral c.- 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. _� •
6. Reservation of Rights. Notwithsta ding anything m this A-�drnent 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 Blenheim Facility Management, LLC filed in the Superior Ccurt of the State of Califcmia,
Ccunty of Orange as Case No. 30-2019-01061811-CU-IC-CJC are reserved. •
� • • • • � • �
(signature page to follow)
•
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61147.00211\34474511.1
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SIGNATURE PAGE TO
THIRD AMENDMENT TO
RIDING PARK MANAGEMENT AGREEMENT
0 0 0 0 0 0 40
IN WITNESS WHEREOF, the parties have executed and entered into this Third
Amendment as of the day and year first written above. 0
011 21, 2021
D=
A'T T:
Maria Morris, C
City Clerk
"CITY"
CITY OF SAN JU C: = O
Benjamin Siegel
City Mager
APPROVED AS TO FORM:
Best Best & Krieger, LLP
51W/3%
Jeffrey Ballinger
City Attorney*
"COMPANY"
BLENHEIM F6CILITY MANAGEMENT, LLC
( :Z Bye
Dae *Robert Ridland f
•PresidereA
61147.0021 1\34474511.1