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23-0321_BLENHEIM FACILITY MANAGEMENT_Agenda Report_F1aCity of San Juan Capistrano Agenda Report TO: Honorable Mayor and Members of the City Council FROM: Benjamin Siegel, City Manager SUBMITTED BY: Charlie View, Project Manager DATE: March 21, 2023 SUBJECT: Sixth Amendment to the Riding Park Management Agreement with Blenheim Facility Management, LLC, for the Property Located at 30753 Avenida La Pata; and, Finding Said Action Categorically Exempt from the California Environmental Quality Act (CEQA) under State CEQA Guidelines Sections 15301 RECOMMENDATION: 1.Approve and authorize the City Manager to execute a Sixth Amendment to the Riding Park Management Agreement with Blenheim Facility Management, LLC, for operation of the City-owned Rancho Mission Viejo Riding Park at San Juan Capistrano, located at 30753 Avenida La Pata; and, 2.Find that said action is categorically exempt from the California Environmental Quality Act (CEQA) under State CEQA Guidelines Sections 15301. EXECUTIVE SUMMARY: The current Management Agreement with Blenheim Facility Management, LLC (BFM) is set to expire on March 31, 2023. The proposed Sixth Amendment to the Management Agreement would allow BFM to continue operating the Riding Park through June 30, 2023, while negotiations over a long-term lease agreement proceed. DISCUSSION/ANALYSIS: The Rancho Mission Viejo Riding Park at San Juan Capistrano (Riding Park) is located in the area known as the Eastern Open Space, at the southwest corner of Ortega Highway and Avenida La Pata (Attachment 1). The Eastern Open Space, including the Riding Park, was purchased from the Rancho Mission Viejo Company in 2010. At the time of purchase 3/21/2023 F1a City Council Agenda Report March 21, 2023 Page 2 of 4 and continuously since then, the Riding Park has been operated by Blenheim Facility Management (BFM) under various agreements with the City. The Riding Park hosts equestrian competitions, soccer tournaments, concerts, festivals and other sporting and community events. In 2021, the City engaged Kosmont Companies to assist with selecting a tenant/operator for a long-term lease agreement. In December 2021, following an open, competitive process, the City Council selected The Ridland Group (TRG) and directed staff to begin negotiation of a long-term lease for operation of the Riding Park. The current Management Agreement with BFM was approved by the City Council in 2018. Subsequent amendments have extended the agreement through March 31, 2023. The Management Agreement and subsequent amendments are provided for reference as Attachment 2. To allow adequate time for completion of the long-term lease, staff recommends that the City Council authorize extension of the existing Management Agreement through June 30, 2023. The proposed Sixth Amendment, provided as Attachment 3, calls for escalating monthly payments of $40,000 on April 1, 2023, $60,000 on May 1, 2023, and $80,000 on June 1, 2023. In November 2018, the City, BFM and Orange County Coastkeeper (OCCK) executed a Consent Decree that established a timeframe for implementation of certain projects to ensure the Riding Park is compliant with applicable water quality regulations. A key requirement of the Consent Decree is implementation by December 2022 of water quality improvements required to support ongoing equestrian operations at the Riding Park, or termination of equestrian operations in the absence of said improvements. The installation of these equestrian-related water quality improvements is a key deal point of the proposed long-term lease currently under negotiation. The City, BFM and OCCK have modified the consent decree to extend the timeframe for installation of the equestrian- related water quality improvements to March 31, 2024. FISCAL IMPACT: Under the extended term of the Management Agreement, the City would receive $40,000 for the month of April, $60,000 for the month of May and $80,000 for the month of June from BFM for operation of the Riding Park property. These funds are deposited into the Eastern Open Space Fund for maintenance and operation of the entire Eastern Open Space property (including the City’s Reata Park). ENVIRONMENTAL REVIEW: In accordance with the California Environmental Quality Act (CEQA), the recommended action is categorically exempt from CEQA review pursuant to a Class 1 categorical exemption for existing facilities, because the Management Agreement allows for continuation of existing uses (State CEQA Guidelines 15301). There will be no change in the existing use of the site. City Council Agenda Report March 21, 2023 Page 3 of 4 PRIOR CITY COUNCIL REVIEW: • On December 13, 2022, the City Council approved the Fifth Amendment to the 2018 Riding Park Management Agreement. • On September 21, 2021, the City Council received presentations from Frontier Real Estate Investments and The Ridland Group on their proposals for long-term operation of the Riding Park. • On June 15, 2021, the City Council declared the Riding Park property non-exempt surplus land and approved the corresponding Notice of Availability for distribution to interested parties, pursuant to the Surplus Land Act. • On February 2, 2021, the City Council authorized the release of an expanded Request for Proposals for the Riding Park property, approved a contract with Kosmont Companies to administer the Request for Proposals process, and approved the Second Amendment to the 2018 Riding Park Management Agreement. • On July 2, 2019, the City Council approved the First Amendment to the 2018 Riding Park Management Agreement. • On March 20, 2018, the City Council approved a contract with Kosmont Companies for consulting services to assist with preparation of a long-term management agreement for the Riding Park, including a Request for Proposals process limited to equestrian uses. • On January 16, 2018, the City Council approved the Interim Riding Park Management Agreement. COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS: Not applicable. NOTIFICATION: Blenheim Facility Management, LLC Orange County Coastkeeper Interested Parties Notification List ATTACHMENTS: Attachment 1 – Aerial Photo Attachment 2 – Management Agreement and Amendments One Through Five Attachment 3 – Proposed Sixth Amendment to the Management Agreement 3ATTACHMENT 1 61147.00211\40735154.1 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  ATTACHMENT 2 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 61147.00211\40735154.1 1 FOURTH 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”). E. The Third Amendment expires on September 30, 2023, 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: “1.1 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.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 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 61147.00211\40735154.1 2 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. 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) 61147.00211\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. “CITY” CITY OF SAN JUAN CAPISTRANO ______________________________________________ Date Benjamin Siegel City Manager ATTEST: _______________________________ Maria Morris, CMC City Clerk APPROVED AS TO LEGAL FORM: Best Best & Krieger, LLP ______________________________ Jeffrey Ballinger City Attorney “COMPANY” BLENHEIM FACILITY MANAGEMENT, LLC _________________By: _________________________________ Date Robert Ridland President 61147.00211\34474511.1 1 THIRD AMENDMENT TO RIDING PARK MANAGEMENT AGREEMENT THIS THIRD 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, 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. The Second Amendment expires on December 31, 2021, and an additional 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 the Agreement for nine additional months and amend the monthly Riding Park Parcel Management Fee. 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 January 1, 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.Riding Park Management Fee. Section 2.1.13 of the Agreement is deleted in its entirety and restated as follows: “Riding Park Fees.” 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 to the City Twenty Percent (20%) of the gross revenue (“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, 61147.00211\34474511.1 2 but not limited to, tent, generator, and portable restroom facilities rentals. In addition, Company shall remit Forty Thousand Dollars ($40,000) per month (“Riding Park Parcel Management 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 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. 3. Affirmation. Except as otherwise provided in the First Amendment, Second Amendment, and this Third 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) 61147.00211\34474511.1 SIGNATURE PAGE TO THIRD AMENDMENT TO RIDING PARK MANAGEMENT AGREEMENT IN WITNESS WHEREOF, the parties have executed and entered into this Third Amendment as of the day and year first written above. “CITY” CITY OF SAN JUAN CAPISTRANO _____________________________ Benjamin Siegel City Manager _________________ Date ATTEST: _______________________________ Maria Morris, CMC City Clerk APPROVED AS TO FORM: Best Best & Krieger, LLP ______________________________ Jeffrey Ballinger City Attorney “COMPANY” BLENHEIM FACILITY MANAGEMENT, LLC _________________ By: _________________________________ Date Robert Ridland President October 21, 2021 1 SECOND AMENDMENT TO RIDING PARK MANAGEMENT AGREEMENT THIS SECOND 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 February 2, 2021, 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. The First Amendment expired on December 31, 2019 and renewed on a month to month basis thereafter. The Parties now desire to extend the term of the Agreement. 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 February 2, 2021 (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 December 31, 2021. At the City’s sole discretion, this Agreement may be extended for an additional twelve months, through December 31, 2022, unless sooner terminated pursuant to the terms of this Agreement (“Termination Date”).” 2. Exhibit C. In recognition of scheduling constraints due to the COVID-19 pandemic, a typical annual schedule of events is included as Exhibit C. Should similar events be scheduled through the course of the agreement term, Company shall not be required to remit Gross Revenue Fee to the City. The Gross Revenue Fee shall only apply to events not typically held at the facility and remitted to the City as set forth in Section 2.1.13. 3. Affirmation. Except as otherwise provided in the First Amendment and in this Second 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 2 61147.20011\32092189.5 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) 2/4/2021 Exhibit C Typical Blenheim Facility Management Event Schedule FIRST 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 2 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. 4 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) 5 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 Ma nt Event Schedule þ!,¡tr tvttlDAtaa fftiolrl lvrttr¡Itt^t?^fttr 1çrxt[n, "fømm{a D.t€ (0o6t), 'Cmnütúly Ev$l - tr¡iltD - atxD ttraan 2019 I T 7t2 tuo 3-4 o5 €CIJESTRIAì¡: Rob¡n 6shsr/violory lll t/5 tu¡g 0 PfÍ, Aùg l0 0|e tt rt 8/t 3 Aus 1 ¡l-l I 8,/t 9 EQt ESIRIAil: Bl.nieim suôms cl¡sric nf---r 8fiI A¡¡g 24"25r E5 COtlllUNlTY EVElll: Ran.úo llirs¡s Vi.¡o Rod.o L¡ùtrUry92 A¡¡9, 3l-8€pl'l fnd.o fhr U'50/0 8eÞt 7-8 EClJESlRlAl{: Victqy Hoø ghow 4 vt0 lepl lt-{5 0,1t 6 EQUEAIRÁÌ¡: Blênhe¡ñ F.ll ldrñ¡il¡nl gllT BéÞt 1t-22 9U23 EQIIE$fRlAll: Blen. lnt Júmping Fæliv.l st27 E.Dt2e-20 9/30 loccm! LIAOUI 'LAY 1U1 10t7 ilme thow 5 LEAOUT I¡¡T Oct 5€ ¡ôôôGn¡ lEaot¡E pL YrûltOcr I 2.1 3 10t1¿ !0/t3 EQUÉSfRlAil:lÊLl E2lUlt&11243 .t(yt8 Ocr 19-20 f o2t ¡OOI'E'I! LEAOUE PIAY Ocl 1 S.20 ù,123.27 10t27 EQUÊsfRlÂll: Orenge Cdnty Hdse gbú As5ø¡dl¡d (OCHSA Fir.lB) f 02i & 2ãd þ t(y25 l1¡7 Oat28"21 l¡ov 2"3 toræ 11¡. aOCCli: LIACUI Fl¡V lOOCri! Ll CUltl¡Y l1t7 Iôv 2-3 l¡ôv 0-l 0 7il11t't18 ECIJEôÎR|A|¡:lEL3&{ì¡ov 0-10 tr/t5 l¡ôv I 6"1 7 tltta l{ov'16.t7 lltz¿llov æ-2,1 11t25 TOOOENI LEA€UEPIAY f¡ov 30.D.c IilF 0æ 7-8 Dæ 7.4 EC¡ttESfRlAil:lEL5&0 0æ I 4.15 Chbtllå 11t25 ùæ21-Z¿ Dç 28-20 IÛI9 CALEI¡DAR:aJc 6r2tlâxs BFM/BE5 ShOWS: Qu¡ck Mwe oUT/lN KEY: Cômña¡hlfu Ëvcnt I Maintenanæ / Rest I Ava¡lable I In Use / Not Avallable I EvenVUseChange Evant Schadule Subjact to changø. 6LL 47 . 2OO L7\3209 2 1 89. 5 EXHIBIT C ATTACHMENT 3