22-1001_BLENHEIM FACILITY MANAGEMENT_4th Amd to Riding Park Management AgrFOURTH AMENDMENT TO RIDING PARK MANAGEMENT AGREEMENT
THIS FOURTH AMENDMENT TO RIDING PARK MANAGEMENT AGREEMENT
(the "Amendment") is made by and between the City of San Juan Capistrano, a municipal
corporation ("City") and Blenheim Facility Management, LLC, a Delaware limited liability
company ("Company") as of October 1, 2022, with respect to the following facts:
A. City and Company 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. City and Company are parties to The First Amendment to Riding Park Management
Agreement dated July 2, 2019 ("First Amendment").
C. City and Company are parties to The Second Amendment to Riding Park
Management Agreement dated February 2, 2021 ("Second Amendment").
D. City and Company are parties to The Third Amendment to Riding -Park
Management Agreement, dated January 1, 2022 ("Third Amendment" . Y
E. The Third Amendment expires on September 30, 2A2T, and the Parties desire to
extend the term of the Agreement on a month to month basis, with a modification to the terms of
payment of the Management Fee, as set forth in more detail below.
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:
111.1 Effective Date; Term. This Agreement shall be effective on October 1,
2022 (the "Effective Date"), and shall continue on a month-to-month basis, for up
to three (3) months, ending no later than 11:59 p.m. on December 31, 2022, unless
sooner terminated pursuant to the terms of this Agreement ("Termination Date")."
2. R_ idina Park Parcel Management Fee. Section 2.1.13 of the Agreement is deleted
in its entirety and restated as follows:
112.1.13 Riding Park Parcel Management Fees.
(a) Company shall be solely responsible for the Riding Park Parcel Operating
Expenses and shall retain all revenues generated from the operation of the Riding
Park Parcel; provided, however, Company shall remit Twenty Thousand Dollars
($20,000) per month ("Riding Park Parcel Management Fee") to the City and
such funds shall be recorded in a segregated deposit account. The Riding Park
Parcel Management Fee shall be remitted by Company to the City on the first day
of each month. In the event the Agreement termination is effective as of a date
61147.0021 1\40735154.1
after the first of the month, there shall be no pro ration of the Riding Park Parcel
Management Fee.
(b) In the event a long-term lease, mutually agreeable to both Parties is not
executed prior to 11:59 p.m. on December 31, 2022, the entirety of the accrued
Riding Park Parcel Management Fee shall be due and owing to the City, and shall
be transferred out of the segregated account to the City General Fund, or (if not
previously paid by Company) by Company, no later than January 31, 2023.
(c) In the event a long-term lease, mutually agreeable to both Parties is executed
prior to 11:59 p.m. on December 31, 2022, the accrued riding Park Parcel
Management Fee shall be credited against future monthly payment obligations of
Company (or such lessee designated by Company), in amounts and a manner set
forth in such long-term lease."
3. Affirmation. Except as otherwise provided in the First Amendment, Second
Amendment, Third Amendment, and this Fourth Amendment, the terms and conditions of the
Agreement are hereby ratified and confirmed and shall remain in full force and effect.
4. NecessaEy 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.
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 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.
6. Reservation of Rights. 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 Blenheim Facility Management, LLC filed in the Superior Court of the State of California,
County of Orange as Case No. 30-2019-01061811-CU-IC-CJC are reserved.
(signature page to follow)
91147.0021 1\40735154.1
SIGNATURE PAGE TO
FOURTH AMENDMENT TO
RIDING PARK MANAGEMENT AGREEMENT
IN WITNESS WHEREOF, the parties have executed and entered into this Fourth
Amendment as of the day and year first written above.
_1a-3 -Zz
Date
City
APPROVED AS TO LEGAL FORM:
Best Best & Krieger, LLP
Jeffrey Ballinger
City Attorney
"CITY"
CITY OF SAN JUAN CAPISTRANO
e . amiAie
City Manager
"COMPANY"
BLENHEIM FACILITY MANAGEMENT, LLC
BY
Date Robert Ridland
President
61147.0021 1\40735154.1