17-0101_BLENHEIM FACILITY MANAGEMENT_Riding Park Management Agr First AmdFIRST AMENDMENT TO RIDING PARK MANAGEMENT AGREEMENT
This FIRST AMENDMENT TO RIDING PARK MANAGEMENT AGREEMENT ("First
Amendment") is made effective as of January 1, 2017 ("Effective Date"), by and between the CITY OF
SAN JUAN CAPISTRANO, a California municipal corporation ("City") and BLENHEIM FACILITY
MANAGEMENT, LLC, a Delaware limited liability company ("Company"); with City and Company
referred to in this First Amendment individually as a "Party" and collectively as "Parties".
Recitals
A. City and Company are parties to that certain Riding Park Management Agreement dated
as of November 18, 2014 ("Management Agreement"), which governs the management and
maintenance of the Riding Park Parcel as defined in the Management Agreement.
B. The Management Agreement expires on December 31, 2016.
C. The Parties desire to amend the term of the Management Agreement.
Operative Pmvisions
NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated in and
made a part of this First Amendment by this reference, and in consideration of the terms and conditions
contained in this First Amendment, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Parties hereby mutually agree as follows:
1. Amendments.
(a) Term. Paragraph 1.1 of the Management Agreement IS amended as
restated as follows:
"1.1 Effectiv e Date; Term. City is contracting with Company, pursuant to
this Agreement, for provision by Company of Riding Park Parcel management services,
as set forth in this Agreement, commencing on January 1, 2017, and terminating thirty
days thereafter ("Termination Date"). Unless one or both of the Parties provides written
notice, at least ten (1 0) days prior to the Termination Date, the term of this Agreement
(and each subsequent thirty (30) day term) shall be automatically extended by another
thirty (30) days."
(b) 2017 Riding Pru·k Equestrian Event Schedule. In consideration of the
foregoing amendment to the Management Agreement, the Parties agree that events included in
the 201 7 Riding Park Equestrian Event Schedule of which events Company notifies City in
writing prior to any termination of this Agreement shall not be impacted or impaired by the
foregoing amendment or any termination of the Management Agreement. The Riding Park
Parcel shall continue to operate and be maintained as a premier location for major international
shows through the 2017 show season, regardless of any earlier termination or modification of the
Management Agreement.
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2. Miscellaneous Provisions.
2.1 E ntire Agreement. This First Amendment together with the Management Agreement
contains the entire agreement of the Parties with respect to the subject matter hereof and the transactions
contemplated hereby, and, by this reference, this First Amendment is made a part of and incorporated in
the Lease.
2.2 Counterparts. This First Amendment may be executed in any number of identical
counterparts which, when fully executed by all of the Parties, shall constitute an original and all of which
together shall be deemed to be one and the same instrument.
2.3 Affirmation. Except as otherwise provided in this First Amendment, the terms and
conditions of the Management Agreement are hereby ratified and confirmed and shall remain in full force
and effect.
2.4 Construction.
(a) City and Company have contributed substantially and materially to the
preparation of this First Amendment, and City and Company each acknowledge and waive any claim
contesting the existence and the adequacy of the consideration given by the other in entering into this
First Amendment.
(b) This First Amendment modifies, amends, and supplements the terms of the
Management Agreement and, to the extent of any conflict between the terms of this First Amendment and
the terms of the Management Agreement, the terms of this First Amendment shall control.
(c) Each undefined capitalized term used in this First Amendment shall have the
meaning ascribed thereto in the Management Agreement.
(d) Each Party represents and warrants to the other Party that: it is represented by
legal counsel of its choice; it has consulted with counsel regarding this First Amendment; it is fully aware
of the terms contained in First Amendment; and it has voluntarily and without coercion or duress of any
kind entered into this First Amendment.
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(signature page to follow)
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IN WITNESS WHEREOF, the Parties have executed this First Amendment to be effective as of
the Effective Date.
San Juan Capistrano, a California municipal
corporation
APPROVED AS TO FORM: Q BEST &3EGE~
~a~. Cit;%'6rncy ""'
61147.20011\29394062.4
ll/30/16
"Company"
BLENHEIM FACILITY MANAGEMENT, LLC,
a Delaware limited liability company
Date: --~'~~~~-~==----·2016
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