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PARKlNG LICENSE AGREEMENT
RECORDING REQUESTED BY
AND WHE),; RECORDED MAIL TO:
City of Anaheim
Anaheim City Hall
200 S Anaheim Boule\ard
Anaheim. California 92805
ees 22e33999 22 42
Orange, California
No Fee
04:30PM 12/30/97
A12 32 6.ee 93.ee e.ee 0.ee e.ee e.ee
)2'
This document is exempt from a recording fee
pursuant to Government Code Section 6103. n
'70\ ,.-
PARKING LICENSE AGREEMENT
This Parking License Agreement (this "Agreement"), dated for purposes of identification only this first (I st) day of September, 1997 (the "Date of Agreement"), is entered into by and between the City of Anaheim, a municipal corporation and charter city, (the "Licensor") and Ogden Entertainment, Inc., a Delaware corporation, (the "Licensee").
RECITALS
A. Licensor is the owner of that certain approximately forty (40) acres ofreal property (the "Sportstown Site") which is (i) located contiguous to the facility commonly known as "Anaheim Stadium" in the City of Anaheim (the "City"), County of Orange, State of California, (ii) depicted on the map which is attached hereto as Attachment No. I and incorporated herein by this reference (the "Map of the Sports town Site") and (iii) legally described in the legal description which is attached hereto as Attachment No.2 and incorporated herein by this reference (the "Legal Description ofSportsto\\TI Site").
B. Licensor and Licensee (each. a "Party" and jointly. the "Parties") have entered into that certain Purchase and Sale Agreement and loint Escrow Instructions dated Oc;t-kr;}C /117 J 997 (the "Purchase and Sale .-\greement") which. among other things. (i) provides for the sale b\' the Licensor and purchase by the Licensee of that certain approximately one and twenty-five hundredths (1.25) acre ofreal property within the Sportsto\\TI Site (the "Tinselto\\TI Site") which is depicted on the \Iap of the Sportsto\\n Site and legally described in the legal description which is attached hereto as Attaclunent ~o. 3 and incorporated herein by this reference (the 'Tinsel to'Wn Legal Description"). (ii) provides for the construction of the "Tinseltown 11'c d"r!}rr"nt ;I!'1 for record as an
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Improvements" (as such term is defined in the Purchase and Sale Agreement) and the operation of the "Project'" (as such term is also defined in the Purchase and Sale Agreement") and (iii) requires that the Parties enter into this Agreement in order to provide for Licensee's use of part of the Sportstown Site for parking for the Project
C, Pursuant to that certain "Negotiating Agreement" (as such term is defined in the Purchase and Sale Agreement), the Licensor is negotiating, as of the Date of Agreement, with the "Developer" (as such term is also defined in the Purchase and Sale Agreement) with respect to the development and operation of that portion of the SPOrtstOV.l1 Site which is not being sold pursuant to the Purchase and Sale Agreement (the "Sportstown Project").
D, Copies of this Agreement. the Purchase and Sale Agreement. the \egotiating Agreement and the "Restrictions" (as such document is defined in the Purchase and Sale Agreement) are available as public records at the office of the City Clerk located in the Anaheim City Hall at 200 S. Anaheim Boulevard, Anaheim, California, 92805.
NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES,
COVENANTS AND CONDITIONS CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS:
Section 1. Status of Parties,
1.1 Licensor. Licensee acknowledges and agrees, and Licensor represents and warrants to Licensee, that the Licensor is a municipal corporation formed and operating pursuant to a freeholders charter,
1.2 Licensee. Licensee represents and warrants that Licensee is a corporation formed, existing and in good standing under the laws of the State of Delaware.
Section 2. Creation and Description of License.
2.1 Grant. Licensor hereby grants to Licensee and its employees, agents. representatives, permitees and invitees a license (the "License") to enter all or any part of the Premises (as hereinafter defined in Section 2.2) for the purposes and uses and subject to the terms set forth in this Agreement The License is not intended to grant a fee interest. leasehold interest or easement in the Premises.
2.2 Premises; be of Premises. The Parties acknowledge that there will initially be segregated fiw hundred tifty (550) parking spaces within the SPOrtStOV.l1 Site. to be restriped and fenced as part of the "Mandatory Site Work" described on Schedule I to the Purchase and Sale Agreement. initially located in close proximity to the Project 2 as reasonably determined by the Parties (the "Premises"). Licensee and its employees. agents. representatives. penni tees and invitees have the right to use all or any part of the Premises at any time. and from time to time. throughout the Term (as hereinafter defined in Section 2.4 below) for the purpose of conducting vehicular parking for the Project on a non-exclusive basis. Licensor shall provide Licensee at least thirty (30) days advance notice of the date that the "Common Parking Area" described in Section 2.3 below will be substantially complete and the "Sportstown Project" initially open for business. on which date the "Premises" is redesignated as the "Common Parking Area" to be made a\'ailable to Licensee as described in Section ~,3, Licensor shall have the right to remo\e any fencing around the Premises erected by Licensee as of the date of such redesignation,
2.3 Redesignation of Premises; Cse of Common Parking Area. (a) Following redesignation of the Premises as described in Section 2.2 abo\'e.
Licensee and its employees, agents, representatives, permitees and invitees shall have the right to use any five hundred fifty (550) parking spaces at any time, and from time to time throughout the Tenn, for the purpose of conducting vehicular parking for the Project on a LO"'9'1"~exclusive basis, in common with all other occupants and/or tenants at the SportSto\"l1 Jvj-r/J.l:V SiteJ..all areas of the SportstO\\11 Site designated as common area parking (all such areas, which may include structured parking areas to be constructed in the future. are hereinafter referred to as the "Common Parking Area"). Licensor covenants that in reviewing and approving the overall parking arrangements for development of the Sponstown Site on the basis of a shared parking analysis or otherwise, as applicable (and parking arrangements for any future development or modification of the development plans which, from time to time, otherwise require the approval of the City of Anaheim), the shared parking requirements of the Project (as described below) shall be taken into account. Licensor hereby acknowledges that Licensee has advised Licensor that Licensee anticipates a specific Project need for five hundred fifty (550) parking spaces during the two (2) nightly shows which the Parties currently contemplate that Licensee shall conduct at the Project (the "'Identified Use Period"). The Identified Use Period shall commence one-half ('I,) hour prior to the first nightly show and expire one-half (\1.,) hour following the expiration of the second nightly show. Licensor acknowledges that Licensee may conduct shows at the Project other than the two (2) nightly shows. (b) Provided that Licensee is using the Project for Identified Audience Participation Shows (as defmed in that certain "Declaration of Covenants. Conditions and Restrictions and Grant of Easement for Sportsto\\l1 Commercial Site" to be recorded on or about the Date of this Agreement in the Official Records or Orange County. California. encumbering the Sponstown Site). it'. in fact. on other than an isolated or occasional basis. the five hundred fifty (550) parking spaces as required under this Ag,eement are not a\'ailable to Licensee in the Common Parking Area during the Identifiec L'se Period. as demonstrated by a parking study obtained by Licensee. at Licensee' s e~pense.
Licensee shall ha\'e the right to notit~ Licensor in \\Titing. pro\'iding a cop' of the 3 parking study (together, the "Parking Deficiency Notice"). The Parties shall then meet and confer in good faith to attempt to arrive at a mutually acceptable means to make such parking available. If the Parties are unable to arrive at a mutually acceptable solution within forty-five (45) days following the date of the Parking Deficiency Notice, Licensee and Licensor shall. within sixty (60) days following the date of the Parking Deficiency Notice implement the following arrangement, which, together with the continued right to use parking spaces within the Common Parking Area, as provided in this Section 2.3, shall be Licensee's sole remedy for the condition described in the Parking Deficiency ,",otice:
The Panies shall designate an area of not less than one ( I) acre at such location within the SportslOwn Site as will facilitate efficient parking operations for the Project. as the Parties reasonably agree (the "Preferred Parking Area") for use during the Identified C se Period by Licensee. At Licensee's option, the Preferred Parking Area may then be operated by the Licensee on a self-park, valet or tandem parking basis, at Licensee's sole cost, as Licensee detennines. Licensee shall have the right to utilize signage, temporary roping, restriping and/or attendants to specifically designate the Preferred Parking Area during the Identified Use Period, provided that the cost of any of the foregoing means shall be borne by Licensee. \Vhile Licensee shall have the right to implement valet arrangements or station a guard or employee at the Preferred Parking Area during the Identified Use Period, at Licensee's expense, Licensee shall not have the right, nor shall Licensor have the duty, to tow or remove violating vehicles from the Preferred Parking Area. The aggregate number of the parking spaces available within the Preferred Parking Area and in the balance of the Sportstown Site (on a non-exclusive basis) shall at all times at least equal the five hundred fifty (550) parking spaces otherwise provided for in this Agreement. (e) At any time during which Licensor requests that employees oftenams and operators of the Sponstown Site generally utilize off-site parking made available by Licensor, Licensee agrees that Licensee will use good faith efforts to require that Licensee's employees use such off-site parking.
(d) Except as specifically set forth in this Agreement. following redesignation of the "Premises" as the "Common Parking Area" as described in Section ~.2 above. the rights. operating conditions and amenities generally made available by Licensor to the tenants and operators of the Sponstown Site and their customers. guests. employees and im'itees shall be made a\ailable to Licensee. its customers. guests. employees and in\itees on terms no less fa\·orable.
2A Term. The term of this License (ti1e "Term") shall commence upon the date which is thirt\ 130) days prior to the date scheduled for the initial opening of the Project for business to the public (the "C ommencement Date") and terminate upon the thirtieth 4 (30th) anniversary of the Commencement Date (the "Termination Date"). unless earlier terminated in accordance with Sections 9. II or 12 hereof. In no event shall the Commencement Date occur later than eighteen (18) months after Licensee acquires title to the Tinseltown Site pursuant to the Sale and Purchase Agreement, subject to force majeure as set forth in the Purchase and Sale Agreement. The Term may be extended upon the mutual wrinen agreement of the Parties and the Parties shall. during the six (6) month period immediately preceding the Termination Date. negotiate in good faith for a reasonable extension of the Term of the License at the then-prevailing market rental rate.
2.5 Re\ocability and Termination. The Licensor shall have the right to revoke the License and all other rights granted to Licensee herein. only in the event that Licensee suffers an .. E vent of Default" (as such term is hereinafter defined in Section 12). immediately upon "-Tinen notice to Licensee.
Section 3. License Fee.
3.1 Amount of Annual License Fee. Licensee shall pay to Licensor an annual license fee (the ","'-nnual License Fee") equal to Two Hundred Thirty Five Thousand Dollars ($235,000), The Annual License Fee shall be payable semi-annually, in advance upon the Commencement Date and six (6) months after the Commencement Date, and on each anniversary of such dates throughout the Term. The Annual License Fee constitutes the sole fee, charge and payment payable by Licensee to Licensor in consideration for the grant of the License to Licensee hereunder, except that Licensee shall pay any possessory interest taxes imposed on Licensee's interest in the Premises in accordance with Section 7 hereof.
The Annual License Fee shall not be adjusted during the first (1st) three (3) years of the Term, Commencing upon the fourth (4th) year of the Term, the Annual License Fee shall be increased by a factor equal to the percentage increase, ifany, in the Consumer Price Index for the Los Angeles, Anaheim, Riverside SMSA for All Urban Consumers (the "CPI") as of the third (3rd) anniversary of the Commencement Date over the CPI as of the first (1st) anniversary of the Commencement Date. Commencing upon the fifth (5th) year of the Term and in each year of the Term thereafter, the Annual License Fee shall be increased by a factor equal to the percentage increase. if any. in the CPI over the immediately preceding twelve (12) month period. Promptly following the third (ordl anniversary of the Commencement Date and promptlv following each anni\'ersary ot'the Commencement Date thereafter. Licensor shall forward to Licensee an accurate CPI computation statement (the "CPI Statement") setting forth the increase. if any. in the .-\nnual License Fee over the amount of the Annual License Fee payable in the immediately preceding \ear of the Term (such increase hereinafter referred to as the "Fee Increase Pa\ment") The Fee Increase Payment shall be payable by Licensee to Licensor within thirty (30) days following receipt by Licensee of the CPI Statement. 5 3.2 Place of Payment. Licensee shall pay the Annual License Fee to Licensor at 200 S. Anaheim Boulevard. Anaheim. California 92805 by check from an account in lawful money of the United States payable to Licensor or such other person or entity andlor at such other location as Licensor may from time to time designate in writing; provided, however. that Licensor's designation of a person or an entity to receive such payment and such person or entity' s receipt of such payment shall constitute Licensor's waiver of any and all interest in such portion of the Annual License Fee. All payments requiring proration shall be prorated on the basis of a thirty (30) day month.
Section 4. Condition and Maintenance of the Premises.
4.1 Condition of the Premises. Prior to the Commencement Date, Licensor shall be under no obligation to perform any work upon or otherwise prepare the Premises for Licensee's use hereunder. With respect to Licensee' s use of the Premises hereunder, Licensee accepts the Premises in an "as is" condition. Licensor expressly disclaims any warranty or representation with regard to the condition, safety. security or suitability of the Premises for Licensee' s intended use.
4.2 Costs Re: Enhanced Lighting, Parking Attendants, Security and the Like.
All operating costs incurred by the Licensee in connection with the use of the Premises, including, but not limited to the cost of enhanced lighting, parking attendants, security and similar expenses, shall be borne by the Licensee. Notwithstanding the foregoing, all costs, if any, incurred in specifically designating the Preferred Parking Area shall be allocated in accordance with Section 2.3 hereof.
4.3 Maintenance of the Premises. Licensor shall, from time to time, restripe, resurface and maintain the Premises in a clean and orderly lighted condition consistent with the condition of the parking area on the Stadium Site (the "Licensor's Maintenance Obligations").
Licensor may assign the Licensor's Maintenance Obligations to the Developer or any person or entity responsible and reasonably acceptable to the Licensee, from time to time, for the parking operations for the Sportstown Site and the Licensor shall be relieved of such assigned obligations from and after such assignment, provided such assignee enters into an agreement, in a form reasonably acceptable to Licensee. whereby such assignee expressly assumes such assigned obligations for the benefit of Licensee.
Section 5. Ownership of Premises and FF&E.
During the entire Term of the License and thereafter. the Premises and all changes. alterations. impro\ ements and additions thereto. shall be o\\TIed by and shall be considered the prOPert\ of Licensor. All furniture. lixtures and equipment (collectively. the "FF&E") that are made. constructed or placed in or on the Premises (the "FF&E'·). and all changes. alterations. 6 improvements and additions thereto. shall also be owned by and shall be considered the property of Licensor. Upon termination of the License. all of the FF&E in or on the Premises shall be owned by and considered the property of Licensor.
Section 6. Laws and Permits.
6.1 Laws and Permits in General. Licensee shall comply with all federal. state and local laws. statutes. orders. ordinances. rules. regulations. plans. policies and decrees (collectiwly. the "Laws and Regulations") with respect to its activ'ities in the Premises. '\otwithstanding of the foregoing. Licensor. at its sole cost and expense. shall obtain any and all permits. licenses or apprO\'als which may be required loy any of the Laws and Regulations for any of the permitted activities Licensee desires to conduct or have conducted pursuant to the License and Licensee shall have no responsibility with respect to the same. Licensor shall promptly furnish to the Licensee copies of any and all permits, licenses and approvals which Licensor receives or submits with respect to the activities conducted under the License.
6.2 Environmental Laws. Licensor represents. warrants and agrees (i) that. to the best of Licensor's knowledge as of the Date of Agreement, neither Licensor nor any third party has used, generated, stored or disposed of. or permitted the use, generation, storage or disposal of, any Hazardous Materials (as hereinafter defined) on, under, about or within the Premises in violation of the Environmental Laws (as hereinafter defined) and (ii) that Licensor shall not knowingly, and shall not knowingly permit any third party to, use, generate, store or dispose of any hazardous material on, under, about or within the Premises in violation of the Environmental Laws.
Without limiting the generality of Section 6.1 hereof, Licensee shall comply strictly and in all respects, to the best of Licensee's ability, with the requirements of the Environmental Laws and related regulations and with all similar laws and regulations and shall notifY Licensor immediately in the event of any discharge or discovery of any Hazardous Materials at, upon, under or within the Premises. Licensee shall promptly forward to Licensor copies of all orders, notices, permits, applications or other communications and reports forwarded or received by Licensee in connection with any discharge or the presence of any Hazardous Material or any other matters relating to the Environmental Laws or any similar laws or regulations. as they may affect the Premises.
"Hazardous \!aterials" shall mean any flammable explosiv·es. radioactive materials. hazardous materials. hazardous \vastes. hazardous or toxic substances. toxic wastes. or related materials. asbestos or any material containing asbestos. or any other substance or material harmful to the health or vvell being of human beings. or env'ironmentallv harmful or hazardous as defmed by any Federal. state or local em ironmentallaw. ordinance. rule or regulation ("Em'ironmental Laws") including. without limitation, the Comprehensi\e and Liability Act of 1980 (42 C.s.C. Sections 690 l. tl >.m.J. the Hazardous Materials Transportation Act (49 e.s.c 7 Sections 180 I. ~ ~.), the Resource Conservation and Recovery Act (42 U.S.c. Sections 960 I. ~ ~.), the Water Pollution Control Act (33 U.S.c. Sec. 1251, ~ ~). the Federal Water Pollution Control Act (33 C.S.c. Sec. 1251. ~ ~.), the Federal Safe Water Drinking Act, the Clean Air Act (42 U.S.c. Sec. 1857, ~ ~.), the Solid Waste Disposal Act (42 U.S.C. Sec. 6901, ~ gQ.), the Toxic Substances Control Act (15 U.S.C. Sec. 2601. ~ ~.). the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.s.c. Sec. 1100 I. et ~.). the Radon Gas and Indoor Air Quality Research Act (';2 U.S.C. Sec. 7401. ~~.). the Superfund Amendment Reauthorization Act of 1986 (42 U.S.c. Sec. 7401. et ~.). and the counterparts of such statutes as enacted by state and local ;O\'ernments with jurisdiction O\'er the Trust Estate. including the California Hazardous Waste Control Law C'H\VCL"). Cal. Health & Safety §§ 251 00 ~ ~.: the Hazardous Substance Account Act ("HSAA"). Cal. Health & Safety Code §§ 25300 ~~: the Underground Storage of Hazardous Substances Act. Cal. Health & Safety §§ 25280 ~ ~.; the Porter-Cologne Water Quality Control Act (the "Porter-Cologne Act"). Cal.
Water Code §§ 13000 ~ ~.: the Safe Drinking Water and Toxic Enforcement Act of 1986 (Proposition 65); and Title 22 of the California Code of Regulations, Division 4, Chapter 30 (all of the foregoing as amended) and in the regulations adopted and publications promulgated pursuant to each of the foregoing or in any judicial or quasi-judicial determination relating to any of the foregoing and any other substance or petroleum product determined to be environmentally harmful or hazardous or a health threat to humans under any state, federal or local law regulation or ordinance.
Anything contained in this Section 6.2 to the contrary notwithstanding, Licensee's obligations under this Section 6.2 shall arise only to the extent that any violations of Environmental Laws or discharge of Hazardous Substances arise from the affirmative acts of Licensee, its employees, agents, representatives, permitees or licensees during Licensee's use of the Premises hereunder.
Each Party indemnifies the other from any liability or loss arising from the indemnifYing party's violation of any Environmental Laws or discharge of any Hazardous Materials.
Section 7. Taxes.
Licensor shall be solely responsible for the payment of any and all real property taxes, impositions or similar charges levied against the Premises. excluding. however. any possessory interest taxes relating to Licensee' s use and occupancy of the Premises which may be imposed on Licensee's interest in the Premises. which possessory interest taxes shall be payable by Licensee. This pro\'ision constitutes \\'Tinen notice to Licensee pursuant to California Re\'enue and Taxation C ode Section 107.
8 Section 8. Assignment and Subletting.
Licensee shall not voluntarily assign its interest in this Agreement, the License granted hereunder or in the Premises, or sublicense all or any part of the Premises, without Licensor's prior written consent. which consent may be granted or withheld in the Licensor's sole discretion. Notwithstanding the foregoing. Licensee may, upon reasonable notice to the Licensor. assign its interest in this Agreement without the Licensor's consent to a person or entity which is a permitted transferee of Licensee under the Purchase and Sale Agreement or under the Restrictions
Section 9. Condemnation; Eminent Domain.
9.1 Definition. If there is any taking of, or damage to, all or part of the Premises, or any interest therein because of the exercise of the power of eminent domain or inverse condemnation, whether by condemnation proceedings; or otherwise, or any transfer or any part thereof or any interest therein made in avoidance thereof (all of the foregoing being hereinafter referred to as "taking") before or during the Term hereof, the rights and obligations of the Parties with respect to such taking shall be as provided in this Section 9.
9.2 Total Condemnation. Ifthere is a taking of all of the Premises, this License shall terminate as of the date of such taking.
9.3 Partial Condemnation. If twenty-five percent (25%) or more of the area of the Premises shall be taken or if twenty-five percent (25%) or more of the area of the Tinseltown Site shall be taken, Licensee shall be entitled to elect to terminate this License; provided, however that, in the event twenty-five percent (25%) or more of the area of the Premises shall be taken, Licensor shall use good faith efforts to redesignate the Premises in accordance with Section 2.2 hereof. Licensee shall give Licensor "'Titten notice of any election to terminate not later than thirty (30) days after the date Licensor or Licensee, as the case may be, delivers notice to the other Party that possession or title to the taken portion of the Premises or the Tinseltown Site, as the case may be, has vested in the condemnor. If Licensee fails to give such termination notice, or less than twenty-five percent (25%) of the area of either the Premises or the Tinseltown Site shall be taken, (i) this License shall remain in full force and effect and (ii) in the event that some portion of the area of the Premises shall be taken and Licensor does not redesignate the Premises. the Annual License Fee shall be reduced by a proportion equal to the difference between the total area of the Premises prior to the taking and the area of the Premises after the taking.
9..1 Termination Date. If the License is terminated in accordance with the provisions of this Section 9. such termination shall become effective as of the date physical possession of the condemned portion is taken.
9.5 Award. The total and entire award Or compensation in such proceedings. whether 9 for a total or partial taking. or for diminution in the value of the License or for the fee or for any other reason shall belong to. and be the property of. Licensor; provided that Licensee shall be entitled to recover from the condemnor such compensation as may be separately awarded by the condemnor to Licensee or recoverable from the condemnor by Licensee in its own right for the taking of trade fixtures and FF&E o"l1ed by Licensee in its own right (meaning personal property. whether or not attached to real property. which may be removed without injury to the Premises) and for the expense of remo\'ing and relocating them. and for the loss of goodwill to the extent that it is se\'erally awardable.
Section 10. Indemnities.
Licensee shall defend. indemnify, assume all responsibility for, and hold the Licensor, its officers, employees and agents, hannless from, all claims, demands, damages, defense costs or liability of any kind or nature relating to the subject matter of this Agreement or the implementation hereof and for any damages to property or injuries to persons, including accidental death (including attorneys' fees and costs), which may be caused by any of the Licensee's activities under this Agreement, whether such activities or perfonnance thereof be by the Licensee or by anyone directly or indirectly employed or contracted with by the Licensee and whether such damage shall accrue or be discovered before or after tennination of this Agreement.
The Lice03ee shall not be liable for property damage or bodily injury occasioned by the negligence of the Licensor or its designated agents or employees or by Licensor's failure to comply with the tenns and conditions of this Agreement.
Section 11. Insurance.
Without limiting the Licensor's right to indemnification, it is agreed that Licensee shall secure prior to commencing any activities under this Agreement, and maintain during the Tenn, insurance coverage as follows:
a. Workers' Compensation Insurance as required by California statutes; b. Comprehensive General Liability Insurance, or Commercial General Liability Insurance. including coverage for Contractual Liability, Personal Injury Liability. Products/Completed Operations Liability. Broad-Fonn Property Damage. Independent Contractor's Liability and Fire Damage Legal Liability. in an amount of not less than One Million Dollars (S 1.000.000.00) per occurrence. combined single limit. "Titten on an occurrence form: and
10 c. Comprehensive Automobile Liability coverage, including - as applicable _ owned. non-owned and hired autos, in an amount of not less than One Million Dollars ($1,000,000.00) per occurrence, combined single limit, written on an occurrence fonn.
The City '"Ianager. with the consent of the Citv's Risk Manager. is hereby authorized to reduce the requirements set forth above in the event the City Manager detennines that such reduction is in Licensor's best interest.
Each insurance polic\ required by this Agreement shall contain the following clauses:
"This insurance shall not be canceled. materially limited in scope or coverage, or nonrenewed until after thirty (30) days' prior "Titten notice has been given to the City Clerk, 200 S. Anaheim Boulevard, Anaheim, CA 92805."
"It is agreed that any insurance maintained by the City of Anaheim shall apply in excess of and not contribute with insurance provided by this policy to the extent of Licensee's obligations under the License Agreement."
Each insurance policy required by this Agreement, excepting policies for workers' compensation, shall contain the following clause:
"The City of Anaheim, its officials, agents, employees, representative, and volunteers are added as additional insureds as respects operations and acti vities of, or on behalf of the named insured, perfonned under the License Agreement with the City of Anaheim."
Prior to the Commencement Date, Licensee shall deliver to Licensor (i) insurance certificates confinning the existence of the insurance required by this Agreement, and including the applicable clauses referenced above and (ii) endorsements to the above-required policies, which add to these policies the applicable clauses referenced above. Such endorsements shall be signed by an authorized representative of the insurance company and shall include the signator's company affiliation and title. Should it be deemed necessary by the Licensor. it shall be the Licensee's responsi bi I ity to see that the Licensor receives documentation. acceptable to the Licensor. which sustains that the individual signmg such endorsements is indeed authorized to do so by the insurance company .. -\150. the Licensor has the right to reasonably request that Licensee pro\'ide Licensor copies of any insurance policies required under this Agreement. which request shall be reasonabl\ honored b\ Licensee within a reasonable time.
In addition to anY other remedies the Licensor may have if the Licensee fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time 11 herein required, the Licensor may, at its sole option:
(a) Obtain such insurance and deduct and retain the amount of the premium for such insurance from any sums due under the Agreement; (b) Terminate this Agreement. if such failure continues for ten (10) business days following l'>otice of the same to Licensee.
Exercise of any of the above remedies. however. is an alternative to other remedies the Licensor may have and is not the exclusive remedy for the Licensee's failure to maintain insurance or secure appropriate endorsements.
Nothing herein contained shall be construed as limiting in any way the extent to which the Licensee may be held responsible for payment of damages to persons or property resulting from the Licensee's or its subcontractor's performance under this Agreement.
Section 12. Defaults.
12.1 Events of Default of Licensee. The occurrence of anyone or more of the following events shall constitute an "Event of Default" hereunder by Licensee:
(a) A default by Licensee under the Purchase and Sale Agreement that is not cured within any applicable cure period.
(b) A default by Licensee under the Restrictions that is not cured within any applicable cure period.
(c) The failure by Licensee to observe or perform any of the covenants or provisions of this Agreement to be observed or performed by Licensee, where such failure shall continue for a period of thirty (30) days after written notice thereof is received by Licensee from Licensor; provided, however, that it shall not be deemed an Event by Default by Licensee if Licensee shall commence to cure such failure within said thirty (30) day period and thereafter diligently prosecute such cure to completion.
12.2 Licensor's Remedies. If there occurs an Event of Default by Licensee. in addition to any other remedies available to Licensor at law or in equity. Licensor shall have the option to terminate this Agreement and all rights of Licensee hereunder.
12.3 Events of Default of Licensor. The failure by Licensor to observe or perform any of the covenants or provisions of this Agreement to be observed or performed by Licensor. where such failure shall continue for a period of thirty (30) days after \\Titten notice thereof is 12 received by Licensor from Licensee shall constitute an "Event of Default" hereunder by Licensor; provided, however, that it shall not be deemed an Event by Default by Licensor if Licensor shall commence to cure such failure within said thirty (30) day period and thereafter diligently prosecute such cure to completion.
12.4 Licensee's Remedies. If there occurs an Event of Default by Licensor. in addition to any other remedies available to Licensor at law or in equity, Licensee shall have the option to terminate this Agreement and all rights of Licensor hereunder.
Section 13. Notices.
All notices hereunder must be in "'Titing and, unless otherwise provided herein, shall be sent by registered or certified mail, postage prepaid, return receipt requested, overnight courier or telecopy and shall be deemed received upon the earlier of (i) if mailed, four (4) business days after the date of posting by the United States post office, (ii) if sent by overnight courier, upon receipt by the person to receive such notice, or (iii) if sent by telecopy, when sent. Any notice, request, demand, direction or other communication sent by telecopy must be confirmed within forty-eight (48) hours by letter mailed in accordance with the foregoing. Notices shall be addressed as follows (or to any other mailing address which the party to be notified may designate to the other Party by such notice; should Licensor or Licensee have a change of address, the other Party shall immediately be notified as provided in this Section 13 of such change):
To Licensor:
With a copy to:
To Licensee:
City of Anaheim
200 S. Anaheim Boulevard
Anaheim, California 92805
Attention: City Clerk
Telecopy No. (714) 765-4105
City of Anaheim
200 S. Anaheim Boulevard
Anaheim. California 92805
Attention: City Attorney
Telecopy :\0. (714) 765-5123
Ogden Entertainment. Inc.
Two Pennsylvania Place
:\ew York. 'iew York 10121
Attention: Thomas C. Etter
Teleeop: \0. (212) 888-5714
13 With a copy to: Ogden Entertainment. Inc.
Two Pennsylvania Place
New York, New York 10121
Attention: General Counsel
Telecopy No. (212) 888 • .5:J.L'f
Section 15. Miscellaneous Provisions.
15.1 Licensor's Representations and VVarranties. Licensor represents. covenants and warrants as follows:
(a) Licensor is seized of good and sufficient title to and interest in the Premises and has full authority to enter into and execute this Agreement. (b) There are not undisclosed liens, judgments or impediments to title on the Premises that would affect this Agreement.
(c) No approval. public vote, consent, order or authorization from any governmental authority other than the approval of Licensor obtained prior to the execution of this Agreement is required in connection with the execution and delivery of this Agreement by Licensor and Licensor's compliance with its obligations under this Agreement.
(d) Except as otherwise disclosed in writing by Licensor to Licensee and accepted in writing by Licensee, there are no orders, judgements or decrees outstanding or any claim, action, suit or legal, administrative, arbitration or other proceeding or governmental investigation pending or, to the actual knowledge of Licensor, threatened, against or affecting Licensor or which would prevent the consummation of the transaction contemplated by this Agreement or which are likely to materially impair Licensor's ability to perform its obligations under this Agreement. As used in this Agreement, the phrase "to the acknowledge of Licensor" means the actual knowledge of ell Idlor" r " n the basis of information actually known to them v,' out f er inquiry. diligence or investigation of any kind.
(e) 0;0 agreement. document or instrument to which the Licensor is a party or is bound limits or restricts the rights. pov.:ers. privileges or benefits expressly granted to Licensee under this Agreement. other than the "Title Documents". the "Property Documents" (as such terms are defined in the Purchase and Sale Agreement) and the Restrictions.
14 15.2 Attorneys' Fees. Licensor and Licensee agree that in the event of litigation to enforce this Agreement or terms. provisions and conditions contained herein. to terminate this Agreement, or to collect damages for a default hereunder, the prevailing Party shall be entitled to all costs and expenses, including reasonable attorneys' fees, incurred in connection with such litigation.
15.3 :\ondiscrimination. Licensee agrees not to discriminate against any person or class of persons by reason of sex. color. race. creed. religion. marital status. handicap. ancestry or national origin in its acti\ities hereunder. To the extent this Agreement provides that Licensee offer accommodations or ser.lces to the public. such accommodations or ser.·ices shall be offered by Licensee to the public on fair and reasonable terms.
15.4 Waiver. Inaction by Licensor or Licensee with respect to a default hereunder shall not be deemed to be a waiver of such default. The waiver by either Licensor or Licensee of any default hereunder shall not be deemed to be a waiver of any subsequent default.
15.5 Time of the Essence. Time is hereby expressly declared to be the essence of this Agreement and of each and every term, covenant and condition hereof which relates to a date or a period of time.
15.6 Relationship of Parties. Nothing contained herein shall be deemed or construed by the Parties, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the Parties, it being understood and agreed that Licensee shall not, in any way, be considered to be an officer, agent or employee of Licensor.
15.7 Remedies Cumulative. The remedies given to Licensor and Licensee herein shall be cumulative and are given without impairing any other rights given Licensor or Licensee by statute or law now existing or hereafter enacted and the exercise on anyone (I) remedy by Licensor or Licensee shall not exclude the exercise of any other remedy.
15.8 Effect of Invalidity. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of its terms and provisions to persons and circumstances other than those to which it has been held invalid or enforceable shall not be affected thereby. and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
15.9 Successors and Assigns. This Agreement and the covenants and conditions contained herein shall be binding upon and inure to the benefit of and shall apply to the successors and assigns of Licensor and to the permitted successors and assigns of Licensee. and all references to "Licensor" or "Licensee" shall be deemed to refer to and include all permitted successors and assigns of such Part\ .
15 15.10 Entire Agreement. This Agreement and the exhibits hereto contain the entire agreement of Licensor and the Licensee with respect to the matters covered hereby, and no agreement. statement or promise made by either Licensor or Licensee which is not contained herein, shall be valid or binding. No prior agreement, understanding or representation pertaining to any such matter shall be effective for any purpose. No provision of this Agreement may be amended. modified or added except by an agreement in "Titing signed by Licensor and Licensee.
15.11 Authority. Each indi \'idual executing this Agreement on behalf of a corporation. nonprofit corporation. partnership or other entity or organization. represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of such entity or organization and that this Agreement is binding upon the same in accordance with its terms.
Licensee shall. at Licensors request. deli\'er a certified copy of it governing board's resolution or certificate authorizing or evidencing such execution.
15. I2 Conflicts of Interest. No member, official or employee of Licensor shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to this Agreement which affect his or her personal interests or the interests of any corporation, partnership or association in which he or she is directly or indirectly interested.
1513 Time for Acceptance of Agreement by Licensor. This Agreement, when executed by Licensee and delivered to Licensor, must be executed and delivered by Licensor on or before forty-five (45) days after the execution and delivery by Licensee or this Agreement shall be void, except to the extent that Licensee and Licensor shall consent in writing to a further extension of time for the execution and delivery of this Agreement.
15.14 Non-Liability of Members, Officials and Employees of Licensor. No member, official or employee of Licensor shall be personally liable to Licensee, or any successor in interest, in the event of any default or breach by Licensor or for any amount which may become due to Licensee or Licensee's successors, or on any obligation under the terms of this Agreement. Licensee hereby waives and releases any claim Licensee may have against the members, officers, employees or agents of Licensor with respect to any default or breach by Licensor or for any amount which may become due to Licensee or Licensee's successors. or any obligations under the terms of this Agreement. Licensee makes such release with the full knowledge of Civil Code Section 15.+2 and hereby waives any and all rights thereunder to the extent of this release. ifsuch Section I '.+2 is applicable. Section 15.+2 of the Civil Code pra\'ides as follo\\s'
....... general release does not extend to claims which the creditor dc)es not kno\\' or suspect to exist in his fa\'or at the time of executing the release. which if known by him must ha\'e materially affected his settlement with the debtor."
16 15.15 Controlling Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
15.16 Captions. The captions set forth herein are for convenience of reference only and shall not affect the interpretation of this Agreement or limit or amplify any of its terms or provisions.
15.17 Recordation of License. This Agreement may be recorded by either Party. lipon the termination of this Agreement. Licensee shall provide Licensor with a recordable quitclaim deed releasing all of Licensee' s interest in the Premises.
II
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17 IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT AS OF THE RESPECTIVE DATES SET FORTH BELOW.
2q7f~
City Clerk
APPROVED AS TO FORM:
JA(W~~' Cf~ORNEY
~), ,{)-X>"-L J"- ..
,', JOHN E. WOODHEAD, IV
~ssistant City Attorney
Dated: ______ _
"LICENSOR"
CITY OF ANAHEIM,
a municipal corporation and charter city
By: ?7A- ~-----::
Mayor
"LICENSEE"
OGDEN ENTERTAINMENT, INC"
a Delaware corporation
By: ________ _
Its: ______ _
18 State of Cali fomi a )
) 55.
County ot6RAAIGE )
On N1:EMf>~ 2..'-1 . 199 L. before me, r~:I\(... 1/. gP.~¢MIt.E (,.",. 'H', i{i}}'ru g 8 Cg ... 98' . . Vorary Public") personally appeared _-rcL.;o=rr.'--'-..Jl>~I.j,,-!:I-::!I4'q--- __ -:-_-,-----;,-:----, ___________ _ T (name(s) o!signer(s))
¥ personally known to me --OR-
o proved to me on the basis of satisfactory evidence
to be the person~ whose nameN is/_ subscribed to the within instrument and acknowledged to me that he/sh.'4he)· executed the same in hisilteticheri authorized capacity~, and that by hislftedthcir signature~) on the instrument the personN, or the entity upon behalf of which person(~) acted, executed the instrument.
Witness my hand and official seal.
d.~ -I-L v' ;.k.. J.,~IJ
(Signature a/Notary)
Capacity claimed by signer: ([his section is OPT/ONAL.) 0 Individual
0 Corporate Officer(s):
0 Partner( s):
o General o Limited
0 Attomey-in-fact
0 Trustee(s)
0 Guardian/Conservator
~ Other: Il\~o\t...
Signer is representing: 6y't Dfo ""'A~iLM"
(name 0/ person{5j or enllfyfis))
Attention Notary: Although the information requested below is OPTIOI'AL. it could prevent fraudulent attachment of this certificate to an unauthorized document.
THIS CERTIFICATE
MUST BE ATTACHED
TO THE DOCUMENT
DESCRIBED AT RIGHT:
• • A tEl: Title or Type of Document Pa.1't'tl\~ \...\<.t..JSi... r; MIW l' Number of Pages \?, Date of Document ,"1.- ~L\_ '11
Signer(s) Other than Named Above
IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT AS OF THE RESPECTIVE DATES SET FORTH BELOW.
Dated: _____ _
ATTEST:
City Clerk
APPROVED AS TO FORM:
JACK L. WHITE, CITY ATTORNEY
By: __________ _
JOHN E. WOODHEAD, IV
Assistant City Attorney
"LICENSOR"
CITY OF ANAHEIM.
a municipal corporation and charter city
8y: __________ _
Mayor
"LICENSEE"
OGDEN ENTERTAINMENT, INC..
~ />"
B ~~
y: -d~~T~h<;---
18 f.j( 1.A..l YC'p- (<-
State of California )
) ss.
County of N f '" 'I,r j( )
On to { ct· Mi"Ct f 23. 199 -'L before me, (' YN'l'H ,Pc Sflv\I\IiCN". N~IAk'l !-,CdLI C. {name, m/e %fficer, e,g., Jane Dle, Sotor;. Puhfic"J
personally appeared _____ .:." .,!'H...:,:,:I\Ii:::.:.,I<c:....;'c:.. _.1f:..!,_l!...· ~(-...:':.:'~--:-,-___________ _ (flamers) 0/ slgneds))
o personally known to me --OR-
o proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in hislher/their authorized capacity/is, and that by hislher/their signature(s) on the instrument the person(s), or the entity upon WiVilf j£;M' person(s) acted, executed the instrument. ...., ;..." State of New -
No.~778559
Witness my hand and official seal.
QuoIIIIId In w..lChester Countl'l
C ' .. EaI*" "",U 30, 199...4.-
Capacity claimed by signer: (This section is OPTIONAL.) 0 Individual
0 Corporate Officer(s):
0 Partner( s):
o General o Limited
0 Attorney-in-fact
0 Trustee(s)
0 Guardian/Conservator
0 Other:
Signer is representing:
{name o/person{s} or enriryflsll
Attention Notary: Although the information requested below is OPTIONAL. it could prevent fraudulent attachment of this certificate to an unauthorized document.
THIS CERTIFICATE
Ml:ST BE A TT ACHED
TO THE DOCUMENT
DESCRIBED AT RIGHT:
Title or Type of Document
Number of Pages Date of Document
Signer(s) Other than Named Above
A TT ACHMENT NO. I
Ma p of S ports town Site
Attachment No. 1
NO SCALE I
OESC~ F~ co,,;
Attachment
to
L
Il
COLLEGE ~l BOULEVARD
POINT OF BEGINNING
EXISTING PL
SB9'OB'2'"E
415.30'
"Tinseltown"
~C; .• NEil CONSTRL,CT:O,
PSOMAS
r. __ ... _ .....
n_, .... ,,, ",,,,0 0 ....... ............ ... 11·,.,.,,_ .. -,. ....... - ...... 23"12'46"
1000,00'
405.14'
5:- ::E:I
SCALE , .... :0
DRAFTED:
c ... '_ ••• CHECKED, _ .. , ... " ...... JOB
NUMBER;
"
~
"-
Of 2
SCA!....f
PRA
JLE
2TUR 1 00 1.0'
ATTACHMENT NO. 2
Legal Description of Sportstown Site
Attachment NO.2·
Order No: 7305396 M08
PARCEL 1:
THAT PORTION OF ,"OT 4 OF TRACT n, IN THE CITY OF ANAHEIM, COUNT'{ OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 10, PAGE 22 OF MISCELLANEOUS MAPS, RECORDS OF SAID OPANGE COUNTY, DESCRIBED AS FOLLOWS:
B£GI~l1H~rG AT A ?S:~;7 :1:~J THE =:.~.3TERLI =-':)E O? STATE C,):":"=::8S 30t;L=:·/~.D, 106 rEE':' I~ :tlIDTH, 5;"':D ?::;:~~'T 3SING A'"': TEE NOP.:'HERL'! TERMINUS O? Tt-t;..-:' eSRTAIN COUESE "~ORTH 6';) 08' OC" :';:::5T, 1417.30 FEET", .~3 SHO"NN ON A i"!r.P OF RECORD OF SlJ'R?EY, FILED IN BOOK 72, ?AGE 18 OF ?£COEDS OF SUR'IEY I RECOR:JS OF SAIJ COUNTY; THENCE A:"CNG SA!D EASTER:"! LINE ON A 3EA...!{I:JG cOR ?tJR?OSES OF :'E:i:S DESCRIPTION OF SOu7H a" 40' 27" WEST, .". DISTANCE OF 1407.61 FEET TO A POINT IN THE NORTHERLY LINE OF AN EASEMENT FOR MIL;;AY PURPOS2:S AS DESCRIBED IN A..'1 INSTRUMENT RECORDED JUNE 17, 1960 IN BOOK 5292, PAGE 508, OFFICIAL RECORDS OF SAID COUNTY, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE ALONG THE NORTHERLY AND WESTERLY LINES OF SAID RAIL;;AY EASEMENT, SOUTH 89" 11' 33" EAST, 757.02 FEET; THENCE NORTH 0° 48' 27" 2:AST, 5.00 FEET TO A POINT ON ." NON-TANGENT CURVE CONCAVE NORTHWESTERL'{ AN;:) ~VING A R.A:)IUS 0" 344.265 FEET, A RADIAL OF SAID CURVE TO SAID POINT BEARS SOUTH 0° 48' 27" WEST; T'lENCE NORTHEASTERLY ."LONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90° 08' 00" A..'1 ARC DISTANCE OF 54l. 57 FEET TO A POINT; THENCE ALONG THE PROLONGATION OF A RADIAL OF SAID CURVE THROUGH LAST SAID POINT SOUTH 89° 19' 33" EAST, 5.00 F2:ET; THENCE CONTINUING ALONG THE WESTERLY LINE OF SAID RAILROAD EASEMENT AND THE WESTERLY LIN2: OF THE RAILROAD EASEMENTS DESCRIBED IN INSTRUMENTS RECORD2:D IN BOOK 4698, PAGE 205 AND IN BOOK 5606, PAGE 365 OF SAID OFFICIAL RECORDS, NORTH 0" 40' 27" EAST, 1215.51 FEET; THENCE SOUTH 89° 10' 48" EAST, 1268.55 FEET; THENCE SOUTH 18° 34' 31" EAST, 119.77 FEET; THENCE SOUTH 89° 29' 45" EAST, 157.30 FEET TO A POINT IN THAT CERTAIN COURSE "NORTH 18° 34' 31" WEST, 21l.92 FEET", DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA RECORDED IN BOOK 6775, PAGE 759 OF SAID OFFICIAL
RECORDS, SAID POINT BEING DISTANT ALONG LAST SAID LINE FROM THE NORTHERLY TERMINUS THEREOF SOUTH 18° 37' 02" EAST, 78.28 FEET SAID POINT ALSO BEING THE SOUTHWESTERLY TEru~INUS OF THE NORTHWESTERLY LINE OF DOUGLASS STREET AS SHOWN ON
THE RIGHT OF WAY MAP OF THE DIVISION OF HIGHWAYS OF THE STATE OF CALIFORNIA HAVING A DATE OF AUGUST 22, 1966 AND FILE NUMBER OF F 1661-8 BEING LAST REVISED ON DECEMBER 2, 1976; THENCE ALONG SAID NORTHWESTERLY LINE OF DOUGLASS STREET AS SHOWN ON LAST SAID MAP NORTH 65° 08' 28" EAST, 159.66 FEET; THENCE NORTH 70° 51' 06" EAST, 133.67 FEET TO A POINT ON THE WESTERLY LINE OF THE ROUTE 57 FREEWAY AS SHOWN ON LAST SAID MAP, SAID POINT BEING ON A NON-T.'-NGENT CURVE CONCAVE E.o.STERLY AND HAVDIG A RADIUS OF 4000.00 FEET, A RADI."L ON SAID CURVE TO SAID POINT BEARS SOUTH 5 5 ° 11' 2 7" '"EST, THENCE SOUTHERLY ALONG LAST SAID '"ESTERLY LINE AND SAID CURVE THROUGH A CENTRAL .'-NGLE OF 0° 02' 59" AN ARC DIST.'-NCE OF
3.47 FEET; THENCS SOUTH 24° -la' 33" E!l.ST, 59.93 FEET TO THE SOUTHEASTERL'{ LINE OF SAID DOUGLASS STrt2E'I'; ':'HE~CE ALONG SAID SOUTHEAS':'EKLY LINE SOUTH 59° 25' 50" 'tiEST, 133, 67 FEE':'; TH=:NCE SOL;:':i 65 0 08 ' :2 8" 'tiES':', 169, 5 J ?EET; ':'HENCE A:"ONG THE SOUTHtiESTERL'{ PROLCNGAT:ON 0: ;".3O'JE 5.;;:::1 SCGT:-J:=:;'STERLY L:NE 02 DOUGL.o.SS STREE:' SOU7H 65° 08' 28" '~'ES:', 27.52 ?EET; TH2NCE SOO'I':-f 1:265.65 ?EET; THE~CE E.:;ST 355.30 FEET TO T:iE 'ti:=;STERLY :"':)12 OF TEE S.:...NT,:; .:;"\iA ?_!'IE~ PER :JEED RECORDED !~r 300K 57-18, P;'GE 21 J, OFFICI.~ RECORDS 0:' SA:;:~ COUNT'!, .:;S SAI::J ~';ESTERLY LINE IS SHOWN ON ABOVE S.".ID RECORD OF SURVEY; THENCE ALONG SAID WESTERLY LINE SOUTH 18° 48' 11" WEST, 86-1.13 FEET; THENCE NORTH 89° 15' 45" WEST, 142.54 FEET TO THE ATTACHMENT NO. 2 to
P 1\ Rl( T ~1'" T T ""0.1"" U'
1 Order No; 7305396 M08
BEGINNING OF A TANGENT CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 1115.00 FEET, THENCE WESTERLY ALONG LAST SAID CURVE THROUGH A CENTRAL ANGLE OF 190 17'16" AN ARC DISTANCE OF 375.35 FEET TO A POINT OF REVERSE CURVE CONCAVE SOUTHERLY AND HA?ING A RADIUS OF 1285.00 FEET, A RADIAL OF LAST SAID REVERSE CURVE TO LAST SAID POINT BEARS NORTH 20° 01' 31" EAST; THENCE WESTERLY ALONG LAST SAID REVERSE CURVE THROUGH A CENTRAL ANGLE OF 3° 09' 09" AN ARC DISTANCE OF 70.70 FEET TO A POINT ON A CURVE CONCA'lE NORTHWESTERL'{ AND HA'lING A RADIUS OF 34. SO FEET I h. P....=...oV\L OF LAST SA::;:' CL'"R~IE TO LAST SAID POINT BEAr.S SOUTH 27 0 12' 58" EAST I THE:-ICE NORTHEASTERL'{ ALONG LAST SAID CWVE THR()UGH A CENTRAL A.c'JGLE OF 410 09' 09" ~! ARC DISTANCE OF 2-1.78 FEET TO A POINT 0,," REVERSE CURVE CONCAVE SOUTHEASTEPL'{ AND HAVING A P.O.:JIUS OF 150.50 FEET, A RADIAL Of" SAID REVERSE CURVE TO LAST SAID POINT BEARS NORTH 68° 22' 07" WEST; THENCE NORTHEASTERLY ALONG SAID REVERSE CURVE THROUGH A CENTRAL ANGLE OF 68° 22' 07" AN ARC DISTANCE OF 179.59 FEET; THENCE EAST 319.22 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 84.50 FEET; THENCE NORTHEASTERLY ALONG LAST SAID CURVE THROUGH A CENTRAL ANGLE OF 86° 28' 00" AN ARC DISTANCE OF 127.52 FEET; THENCE NORTH 3° 32' 00" EAST, 266.62 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 149.50 FEET; THENCE NOR~HERLY ALONG LAST SAI~ CURVE THROUGH A CENTRAL ANGLE OF 3° 32' 00" AN ARC DISTANCE OF 9.22 FEET, THENCE NORTH 130.39 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 44.50 FEET; THENCE NORTHWESTERLY ALONG LAST SAID CURVE THROUGH A CENTRAL ANGLE OF 90° 00' 00" AN ARC DISTANCE OF 69.90 FEET TO A POINT OF TANGENCY OF LAST SAID CURVE ON THE EASTERLY PROLONGATION OF THAT CERTAIN COURSE "WEST 1016.61 FEET" AS DESCRIBED IN EXHIBIT "A" OF THE SITE LEASE RECORDED AUGUST 31, 1978 AS INSTRUMENT NO. 46390 IN BOOK 12822, PAGE 1188, OFFICIAL RECORDS OF SAID ORANGE COUNTY, THENCE
ALONG SAID EASTERLY PROLONGATION AND ALONG SAID CERTAIN COURSE AND THE WESTERLY PROLONGATION THEREOF, WEST 1394.59 FEET TO A POINT ON THE LINE SHOWN ON ABOVE SAID RECORD OF SURVEY AS "NORTH 0° 08' 00" WEST, 622.79 FEET"; THENCE ALONG LAST SAID LINE OF SAID RECORD OF SURVEY NORTH 0° 40' 27" EAST, 2.66 FEET, THENCE NORTH 89° 11' 53" WEST, 250.56 FEET TO A POINT ON A NON-TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 344.265 FEET, A RADIAL OF SAID CURVE TO SAID POINT BEARS NORTH 77° 43' 56" WEST; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 19° 49' 42", AN ARC DISTANCE OF 119.14 FEET; THENCE NORTH 32° OS' 46" EAST, 8.51 FEET TO THE BEGINNING OF A CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 3672.29 FEET; THENCE NORTHERLY ALONG LAST SAID CURVE THROUGH A CENTRAL ANGLE OF 0° 57' 19", AN ARC DISTANCE OF 61.23
FEET TO A POINT OF CUSP WITH A CURVE CONCAVE WESTERLY, HAVING A RADIUS OF 374.265 FEET, A RADIAL OF SAID CURVE TO LAST SAID POINT BEARS SOUTH 58° 51' 33" EAST; THENCE SOUTHERLY ALONG LAST SAID CURVE THROUGH A CENTRAL ANGLE OF 43° 23' 25", A.c'1 A..'<C DISTANCE OF 283.43 FEET TO A POINT ON THE SOUTH LINE OF SAID RECORD OF SURVEY, A RADIAL OF SAID CURVE TO SAID POINT BEARS SOUTH 15° 28' 08" EAST, THENCE NORTH 89° 11' 33" WEST, 861.90 FEET TO SAID EASTERLY LINE OF STATE COLLEGE BOULEVA..':;!.D; THENCE ALONG SAID E.~STERLY LINE NORTH 0 0 40 ' 27" EAST, 10.00 FEET TO THE TRUE POINT OF BEGINNING.
PARCE:" 2:
ALL THAT LAND IN THE CITY OF ANAHEli'-'!, COUNTY o=- ORANGE, STATE OF C.zu.IFORNIA, BEING THAT PORTION OF LOTS 4 AND 5 OF TRACT NO. 71, AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 10, PAGE 22 OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE 2 Order No, 7305396 M08
COUNT"{, DESCRIBED AS FOLLOWS,
BEGINNING AT A POINT IN THE EASTERL'{ LINE OF STATE COLLEGE BOULEVARD, 106 FEET
IN WIDTH, SAID POINT BEING AT THE NORTHERLY TERMINUS OF THAT CERTAIN COURSE "NORTH 0° 08' 00" WEST, 1417.30 FEET", AS SHOWN ON A MAP OF RECORD OF SURVEY FILED IN BOOK 72, PAGE 18 OF RECORDS OF SURVEY, RECORDS OF SAID COUNTY; THENCE
ALONG SAID EASTERLY LINE ON A BEARING FOR PURPOSES OF THIS DESCRIPTION OF SOUTH 0° 40' 27" '.-lEST, A :JISTA.l'KE OF 14 0 7.61 E'EET TO THE NORTHERL'{ LINE OE' A.'! EASEMENT F'OR RAILilA'{ PURPOSES AS DESCRIBE:J IN A.'! INSTRUMENT RECORDED JUNE 17, 1960 IN BOOK 5292, PAGE 508, OF'CICIAL RECORDS OF SAID COUNT"{; THENCE ALONG THE NORTHERLY AND WESTERLY LINES OF' SAID RAILWAY EASEMENT, SOUTH 89° 11' 33" EAST, 757.02 FEET; THENCE NORTH 0° 48' 27" EAST, 5.00 FEET TO A POI~T ON A NON-TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 344.265 FEET, A RADIAL OF SAID CURVE TO SAID POINT BEARS SOUTH 0° 48' 27" WEST; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90° 08' 00" AN ARC DISTANCE OF 541.57 FEET TO A POINT; THENCE ALONG THE PROLONGATION OF A RADIAL OF SAID CURVE THROUGH LAST SAID POINT SOUTH 89° 19' 33" EAST, 5.00 FEET; THENCE
CONTINUING ALONG THE WESTERLY LINE OF SAID RAILROAD EASEMENT AND THE WESTERLY LINE OF THE RAILROAD EASEMENTS DESCRIBED IN INSTRUMENTS RECORDED IN BOOK 4698, PAGE 205 AND IN BOOK 5606, PAGE 365, OFFICIAL RECORDS OF SAID COUNTY, NORTH 0° 40' 27" EAST, 1215.51 FEET TO THE WESTERLY TERMINUS OF THAT CERTAIN COURSE "SOUTH 89° 10' 48" EAST, 1268.55 FEET", DESCRIBED IN EXHIBIT "A" OF THE SITE LEASE RECORDED AUGUST 31, 1978 AS INSTRUMENT NO. 46390 IN BOOK 12822, PAGE 1188, OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG THE NORTHERLY LINE OF SAID SITE LEASE SOUTH 89° 10' 48" EAST, 460.21 FEET; THENCE NORTH 0° 49' 12" EAST, 480.04 FEET; THENCE NORTH 19° 56' 26" EAST, 150.00 FEET TO THE SOUTHWESTERLY
RIGHT OF WAY LINE OF THE ATCHISON, TOPEKA AND SANTA FE RAILROAD AS SHOWN ON ABOVE SAID RECORD OF SURVEY; THENCE ALONG SAID RAILROAD RIGHT OF WAY, NORTH 70° 03' 34" WEST, 398.95 FEET TO THE SOUTHEASTERLY LINE OF KATELLA AVENUE, 100 FEET WIDE, AS DESCRIBED IN THE FINAL ORDER OF CONDEMNATION, CASE NO. 71365 IN THE
SUPERIOR COURT OF THE STATE OF CALIFORNIA, IN AND FOR THE COUNTY OF ORANGE, A CERTIFIED COPY OF SAID ORDER BEING RECORDED JULY 8, 1960 IN BOOK 5321, PAGE 397, OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG SAID SOUTHEASTERLY LINE SOUTH 49° 42' 02" WEST, 164.66 FEET TO THE EASTERLY LINE OF THE LAND DESCRIBED IN THE DEED RECORDED JANUARY 17, 1927 IN BOOK 62, PAGE 45, OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG LAST SAID EASTERLY LINE SOUTH 0° 40' 27" WEST, 13.24
FEET TO THE SOUTHEASTERLY LINE OF SAID KATELLA AVENUE AS SHOWN ON ABOVE SAID RECORD OF SURVEY; THENCE ALONG LAST SAID SOUTHEASTERLY LINE SOUTH 49° 42' 02" WEST, 74.78 FEET TO A TANGENT CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 1060.00 FEET; THENCE WESTERLY ALONG SAID CURVE THROGH A CENTRAL ANGLE OF 22° 52' 05" AN ARC DISTANCE OF 423.07 FEET TO A Poe>!T ON A LINE 695.00 FEET EASTERLY OF AND PA.~LEL WITH THE ABOVE SAID EASTERLY LINE OF STATE COLLEGE BOULEVARD, 106 FEET IN WIDTH, A RADIAL OF LAST SAID CURVE TO LAST SAID POINT BEA-''-S SOUTH 170 25' 53" EAST; THENCE ALONG SAID PARALLEL LINE SOUTH 0° 40' 27" WEST, 531.82 FEET TO THE SOUTHERLY LI~E OF ABOVE SAID LAND DESCRIBED IN DEED RECORDED IN BOOK 62, PAGE 45, OF'FICIAL RECORDS OF SAID COUNTY, AS LAST SAID SOUTHERLY LINE IS SEOWN ON .r;. MAP OF' RECORD OF SURVEY, FILED IN BOOK 51, PAGE 38 OF' RECORDS OF SUR'/E'!, RECORDS OF SAID COUNTY; THENCE ALONG LAST SAID SOUTHERLY :..orNE NORTH 89° 10' -!S" '''';EST, 695.00 FEET TO THE POINT OF BEGINNING.
PARCEL 3,
3 Order No, 7305396 M08
THAT PART OF LOTS 4 AND 5 OF TRACT NO. 71, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 10, PAGE 22, MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY, DESCRIBED AS
FOLLOWS,
BEGINNING AT A POINT IN THE SOUTH LINE OF THAT CERTAIN PROPERTY DESCRIBED IN REGISTRAR'S CERTIFICATE OF TITLE NUMBER 4852, SAID POINT BEING THE SOUTHEAST
CORNER OF THAT CERTAIN PROPERTY DESCRIBED IN REGISTRAR'S CERTIFICATE OF TITLE NUMBER 5724, AND RUNNING THENCE FROM SAID POINT OF BEGINNING, NORTH 0° 08' WEST 800.40 FEET TO THE NORTHEAST CORNER OF SAID PROPERTY DESCRIBED IN REGISTRAR'S CERTIFICATE OF TITLE NUMBER 5724, SAID NORTHEAST CORNER BEING IN THE NORTHEASTERLY LINE OF LOT 5 OF SAID TRACT NO. 71; THENCE SOUTHEASTERLY ALONG THE SAID NORTHEASTERLY LINE OF LOT 5 TO THE NORTHEASTERLY CORNER OF SAID LOT 5; THENCE SOUTH 0° 01' EAST TO THE SOUTHEAST CORNER OF SAID LOT 5; THENCE SOUTH 13° 53' 45" WEST ALONG THE EASTERLY LINE OF LOT 4 OF SAID TRACT NO. 71, 221.95 FEET
TO THE SOUTHEAST CORNER OF PROPERTY DESCRIBED IN SAID REGISTRAR'S CERTIFICATE OF TITLE NUMBER 4852; THENCE WEST ALONG THE SOUTH LINE OF SAID PROPERTY, 717.45 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM THOSE PORTIONS LYING WITHIN PARCELS 1 AND 2 DESCRIBED ~O~.
ALSO EXCEPTING THEREFROM ANY PART THEREOF WITHIN THE RIGHT OF WAY OF THE
ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY.
ALSO EXCEPTING AND RESERVING THEREFROM ALL MINERAL, OIL, GAS AND OTHER HYDROCARBONS WHICH LIE VERTICALLY 500 FEET BELOW THE SURFACE OF THE GROUND; HOWE~R, RELEASING AND SURRENDERING THE SURFACE RIGHTS TO THE PARCEL OF LAND ~O~ DESCRIBED TO THE CITY OF ANAHEIM FOR A DISTANCE OF NOT MORE THAN 500 FEET IN DEPTH, AS RESER~D BY AEROC, INC., A CALIFORNIA CORPORATION IN A DEED RECORDED JUNE 23, 1966 IN BOOK 7969, PAGE 905, OFFICIAL RECORDS. 4 ATTACHMENT NO.3
Tinseltown Legal Description
Attachment No. 3
Attachment No.3
That portion of Lot 5 of Tract 71 in the City of Anaheim, County of Orange, State of Cali fomi a, as sho\\-l1 on the map filed in Book 10, Page 22 of Miscellaneous Maps, in the office of the County Recorder of said County, described as follows:
Beginning at the centerline intersection of State College Boulevard and Katella A venue, as sho\\l1l on the Record of Survey filed in Book 72, Page 18 of Records of Surveys, records of said County, said intersection being also the Northeast comer of Section 26, TA.S., R.IO.W, as shown on the Record of Survey filed in Book 44, Pages 43 and 44 of said Records of Surveys; thence South 89"59'53" East 416.35 feet along the centerline of said Katella Avenue to the beginning of a tangent curve concave Northwesterly and having a radius of 1000.00 feet; thence Northeasterly along said curve and said centerline through a central angle of 31°59'54", a distance of 558.48 feet to a point hereinafter referred to as Point "A"; thence radial to said curve South 31°59'47" East 125.16 feet, to the TRUE POINT OF BEGINNrNG; thence North 80'36'35" East 168.42 feet to a point which bears South 71'18'17" East 245.43 feet Irom said Point "A"; thence South 9'23'25" East 150.17 feet; thence South 80"36'35' West 21,.92 feet; thence South 9"23'25" East 15.38 feet; thence South 80'36'35" West 2.33 feet; thence South 9'23'25" East 5.15 feet; thence South 80'36'35" West 30.83 feet; thence South 9'23'25" East 13.46 feet; thence South 80'36'35" West 1.21 feet; thence South 9'23'25" East 7.50 feet; thence South 80'36'35" West 8.67 feet; thence North 9'23'25" West 7.50 feet; thence South 80°36'35" West 12.42 feet; thence South 9'23'25" East 5.50 feet; thence South 80'36'35" West 11.67 feet; thence North 9'23'25" West 5.50 feet; thence South 80°36'35" West
74.88 feet; thence South 9'23'25" East 22.00 feet; thence South 80"36'35" West 28.83 feet; thence South 9'23'25" East 4.04 feet; thence South 80'36'35" West 36.50 feet; thence North 9°23'25" West
4.04 feet; thence South 80'36'35" West 39.50 feet; thence South 49°23'52" West 9.95 feet to the beginning of non-tangent curve concave Northeasterly having a radius of 189.70 feet, a radial line to said beginning bears South 49°23'52" West; thence Northerly along said curve through a central angle of29°42'05", a distance of98.34 feet; thence South 80°36'35" West 7.92 feet to the beginning of a tangent curve concave Easterly having a radius of 5.00 feet; thence Northw'estcrly and Northeasterly along said curve through a central angle of 180°00'00", a distance of 15.71 feet; thence North 80°36'35" East 7.92 feet to the beginning of a non-tangent curve concave Easterly having a radius of 189.70 feet, a radial line to said beginning bears South 82°07'12" West; thence Northerly along said curve through a central angle of 29°42'17", a distance of 98.35 feet; thence South 68°46'46" East 5.03 feet; thence North 80"36'35" East 104.51 feet; thence North 9'23'25" West
17.25 feet to the true point of beginning.
Containing an area of 1.252 acres, more or less.