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HomeMy WebLinkAboutI - 07 PBR Tournaments NY - First Amendment to Management Agreement 4340598_1 FIRST AMENDMENT TO MANAGEMENT AGREEMENT THIS FIRST AMENDMENT TO MANAGEMENT AGREEMENT (“First Amendment”) is entered into this _____ day of March, 2022 (the “First Amendment Effective Date”) by and between PBR Tournaments NY, LLC, an Indiana limited liability company (“PBRT”), and the Town of Cortlandville, a municipal corporation organized under the laws of the State of New York (“Town”). RECITALS: WHEREAS, Town is the owner of certain real property located at 3111 Bryne Hollow Crossing in the Town of Cortlandville, County of Cortland and state of New York and identified as Cortland County Tax Map No. 105.00-04-02.200. (the “Real Property”); WHEREAS, the members of PBRT have experience and expertise in the management and operation of sports events and facilities; and WHEREAS, the parties have a mutual and shared goal of developing, managing and maintaining the Real Property and the facilities, fixtures and other improvements to be built thereon. WHEREAS, PBRT and the Town entered into that certain Management Agreement dated August 1, 2021, (the “Agreement”); and WHEREAS, PBRT and Town desire to amend the Agreement upon the terms, conditions, covenants and agreements set forth in this First Amendment. WITNESSETH: NOW, THEREFORE, in consideration of the mutual promises herein contained, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, and intending to be legally bound, the parties agree as follows. 1. Recitals; Defined Terms. The recitals contained above are true to the best of the parties’ knowledge and are incorporated by reference herein. Any term used herein that is defined in the Agreement shall have the same meaning as specified in the Agreement unless otherwise specifically provided herein. 2. Amendment to Section 1.0(a). Effective on the First Amendment Effective Date, Section 1.01(a) is hereby deleted in its entirety and replaced with the following: “Four (4), (two of which are already built), ball diamonds all of which will be lighted and have artificial turf in the entire fields, both infield and outfield, identified more specifically in Exhibit A (“Diamonds”).” 3. Amendment to Section 3.07. Effective on the First Amendment Effective Date, the first sentence of Section 3.07 is hereby deleted and replaced with the following: “Commencing on the first year anniversary of the Rent Commencement Date and continuing on each annual anniversary thereafter during the Term (with the exception of the annual anniversary that falls on the last day of the Term) the Town and PBRT shall each deposit $25,000 ($50,000 in the aggregate annually) into an escrow account 2 (“Escrow Account”) maintained by an escrow agent mutually agreeable to the Parties (“Escrow Agent”) in accordance with an escrow agreement (“Escrow Agreement”) agreed to by the Parties.” 4. Effective on the First Amendment Effective Date, the Monthly Lease Schedule, attached hereto and incorporated herein as Exhibit D, will be replaced with the current Exhibit D, attached to the Agreement. 5. Counterparts. This First Amendment may be executed simultaneously in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. 6. Incorporation. This First Amendment shall be incorporated into and made part of the Agreement. All other terms and conditions of the Agreement are hereby ratified and shall remain in full force and effect. PBRT represents to Town that the Agreement has not been assigned, modified, supplemented or further amended in any way, except with respect to this First Amendment. This First Amendment will not be binding upon any party until this document has been executed by all parties thereto. [Signatures on Following Page] 3 IN WITNESS WHEREOF, Town and PBRT have executed and delivered this First Amendment under seal on the date first above written. “TOWN” “PBRT” TOWN OF CORTLANDVILLE PBR Tournaments NY, LLC By: _________________________________ By: Printed: Thomas Williams Printed: Title: Supervisor of Town of Cortlandville, NY Title: Exhibit D) Monthly Lease Schedule Exhibit D EXHIBIT D The “Monthly Lease Schedule” Lease Year Monthly Annual 1 $20,250.00 $243,000.00 2 $20,250.00 $243,000.00 3 $20,250.00 $243,000.00 4 $20,250.00 $243,000.00 5 $20,250.00 $243,000.00 6 $20,250.00 $243,000.00 7 $20,250.00 $243,000.00 8 $20,250.00 $243,000.00 9 $20,250.00 $243,000.00 10 $20,250.00 $243,000.00 Renewal 11 $20,250.00 $243,000.00 12 $20,250.00 $243,000.00 13 $20,250.00 $243,000.00 14 $20,250.00 $243,000.00 15 $20,250.00 $243,000.00 Renewal 16 $20,250.00 $243,000.00 17 $20,250.00 $243,000.00 18 $20,250.00 $243,000.00 19 $20,250.00 $243,000.00 20 $20,250.00 $243,000.00 *Subject to adjustment for late delivery or terminating rights under Section 3.01(b).