1 FIFTH AMENDMENT TO PARKING LICENSE AGREEMENT
THIS FIFTH AMENDMENT TO PARKING LICENSE AGREEMENT, dated for purposes of identification only this ____ day of _____________, 2022 (“Fifth Amendment”) is made and entered into by and between the CITY OF ANAHEIM , a municipal corporation, hereinafter referred to as “ Licensor,” and NEDERLANDER-GROVE, LLC, a California limited liability company, as successor -in-interest to OGDEN ENTERTAINMENT, IN C., hereinafter referred to as “Licensee.”
RECITALS:
WHEREAS, the parties have previously entered into a written agreement titled Parking License Agreement, dated September 1, 1997, as amended by Letter Agreement dated October 6, 1998, and Letter Agreement dated February 14, 2000, as further amended by that certain Assignment and Assumption and First Amendment to Parking License Agreement dated November 19, 2002 (“First Amendment”), and that certain Amendment to Agreement dated May 26, 2009 (“Second Amendment”), and that certain Third Amendment to Parking License Agreement dated June 16, 2015 (“Third Amendment”), and by that certain Fourth Amendment dated May 12, 2020 (“Fourth Amendment”), hereinafter, all collectively referred to as the “Original Parking Agreement” and as amended by this Fifth Amendment, the “Agreement”. All capitalized terms not otherwise defined in this Agreement have the meaning set forth in the Original Parking Agreement; and
WHEREAS, the parties have also entered into a “Conces sions Agreement” by written agreement dated October 24, 2002, as amended by that certain Amendment to Agreement dated May 26, 2009, by that certain Second Amendment to Agr eement dated July 10, 2012, by that certain Third Amendment to Agreement dated June 16, 2015, by that certain Fourth Amendment to Agreement dated on May 12, 2020, and by that certain Fifth Amendment to Concessions Agreement dated on or about this date (collectively, referred to as the “Concessions Agreement”); and
WHEREAS, so that the Original Agreement may conform to amendments made to the Concessions Agreement, allowing for the extended term of the parking license through December 31, 2023, subject to termination pursuant to the terms set forth in the Original Parking Agreement, the parties desire to amend the Original Parking Agreement.
NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL
PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Term. Section 2.4 of the Original Parking Agreement is hereby amended to include the following additional paragraphs:
“Pursuant to mutual written consent of Licensor and Licensee, the Term may be extended for an additional twelve (12) months, subject to all the terms and conditions of the Original Parking Agreement, to and including December 31, 2023.
Thereafter, Owner may, in its sole and absolute discretion, elect to extend the Term to December 31, 2024.”
2 2. Revocability and Termination . The second paragraph of subparagraph (b) of Section 2.5 of the Original Parking Agreement is amended to read as follows:
“If Licensor and Licensee mutually consent to extend the Term to and including December 31, 202 3, or thereafter pursuant to Section 2.4, then commencing July 1, 2023 , this Agreement may be terminated by Licensor on not less than six (6) months written notice in the event Licensor determines that a Termination Event either (i) has occurred or (ii) is expected to occur prior to or within six (6) months following the des ignated Termination Date.”
3. Premises; Use of Premises. New Section 2.2.1 is hereby added to the Agreement to read as follows:
“Until redesignation of the Premises as described in Section 2.3 Licensee and its employees, agents, representatives, permitees and invitees have (i) a non-exclusive right to use the segregated five hundred fifty (550) parking spaces within the Sportstown Site for vehicular parking for the Project from 6:30 pm to 6:30 am; (ii) a non-exclusive right to use three hundred thirty seven (337) of the segregated spaces within the Sportstown Site for vehicular parking for the Project from 6:30 am to 6:30 pm; and (iii) use the segregated five hundred fifty (550) spaces within the Sportstown Site for vehicular parking for the Project from 12:30 pm to 6:30 am on Saturdays and Sundays. Licensee’s use of the Premises is limited to vehicular parking.”
4. Pursuant to Section 2.4 , as amended by this Fifth Amendment, Licensor and Licensee hereby mutually consent to an extension of the Term to and including December 31, 2023.
5. Effect of Amendment . Except as expressly amended hereby, all the remaining provisions of the Original Parking Agreement shall remain in full force and effect.
6. Effective Date. Following the execution of this Fifth Amendment by both parties, the amended terms set forth in this Fifth Amendment shall become effective as of the date of execution by Licensor.
7. Counterparts. This Fifth Amendment may be executed and delivered in any number of counterparts, each of which, when executed and delivered shall be deemed an original and all of which together shall constitute the same agreement. Facsimile signatures shall be permitted.
8. Binding Effect of Amendment. By the signature herein, the undersigned represents that he/she is fully authorized to enter into this Fifth Amendment on behalf of the Licensee and has the full legal authority to bind the Licensee to all of the terms, conditions and provisions of this Agreement and that no other approvals or consents are necessary in connection therewith. All terms and conditions of the Agreement shall be binding upon the Licensee.
IN WITNESS HEREOF, the parties hereto have caused this Fifth Amendment to be executed on the dates respectively set forth below.
[SIGNATURES ON FOLLOWING PAGE]
3 “LICENSOR”
DATE OF EXECUTION: CITY OF ANAHEIM,
a municipal corporation
________________________ By:___________________________________ Trevor O’Neil
Mayor Pro Tem
DATE OF EXECUTION: ATTEST:
________________________ By:____________________________________ Theresa Bass, City Clerk
APPROVED AS TO FORM:
ROBERT FABELA, CITY ATTORNEY
By:______________________________
Leonie Mulvihill
Assistant City Attorney
146404
“LICENSEE”
DATE OF EXECUTION: NEDERLANDER-GROVE, a California limited liability corporation
________________________ By:____________________________________ Printed Name: ___________________________
Title:___________________________________