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23-0101_BLENHEIM FACILITY MANAGEMENT_5th Amd to Riding Park Management Agr61147.00211\40735154.1 ATTACHMENT 3 1 FIFTH AMENDMENT TO RIDING PARK MANAGEMENT AGREEMENT THIS FIFTH 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 January 1, 2023, 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”). E. City and Company are parties to The Fourth Amendment to Riding Park Management Agreement, dated October 1, 2022 (“Fourth Amendment”). E. The Fourth Amendment expires on December 31, 2022, and the Parties desire to extend the term of the Agreement for a three-month term, with one (1) additional three-month extension available at the City Manager’s discretion, 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: “1.1 Effective Date; Term. This Agreement shall be effective on January 1, 2023 (the “Effective Date”) and shall continue for three (3) months, ending no later than 11:59 p.m. on March 31, 2023, unless sooner terminated pursuant to the terms of this Agreement (“Termination Date”). At the discretion of the City Manager, the agreement may be extended for an additional three (3) months, ending no later than 11:59 p.m. on June 30, 2023.” 2. Riding Park Parcel Management Fee. Section 2.1.13 of the Agreement is deleted in its entirety and restated as follows: “2.1.13 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 61147.00211\40735154.1 2 Management Fee”) to the City. The Riding Park Parcel Management Fee shall be remitted by Company to City on the first day of each month. In the event the Agreement termination is effective as of a date after the first of the month, there shall be no pro ration of the Riding Park Parcel Management Fee. (b) The date for execution for the long-term lease referenced in Sections 2.1.13 (b) and (c) of the Fourth Amendment is modified from December 31, 2022, to March 31, 2023. 3. Affirmation. Except as otherwise provided in the First Amendment, Second Amendment, Third Amendment, Fourth Amendment and this Fifth Amendment, the terms and conditions of the Agreement are hereby ratified and confirmed and shall remain in full force and effect. 4. 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. 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) 12/21/2022