1 THIRD A M E N D M E N T T O A G R E E M E N T
THIS THIRD AMENDMENT TO AGREEMENT, dated for purposes of
identification only this day of , 2024 is made and entered into
by and between the
CITY OF ANAHEIM, a municipal corporation,
hereinafter referred to as "ANAHEIM,"
A
N
D
AGC MANAGEMENT, LLC, a California limited liability company, hereinafter referred to as "CONTRACTOR."
W I T N E S S E T H:
WHEREAS, the parties have previously entered into a written agreement d ated January 1, 2020 (subsequently amended by a First Amendment to Agreement and Second Amendment) for Golf Course Operation Services, Golf Course Maintenance Services , and Food & Beverage Services at Anaheim Hills Golf Course and Dad Miller Golf Course (hereinafter, the “Agreement”); and
WHEREAS, the parties wish to amend the Agreement to extend the Term of the Agreement by an additional five (5) years and revise the Base Management Fee and Incentive Fee accordingly.
NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL
PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:
1. That Section 3 ("TERM") of the Agreement is hereby amended in its entirety to read as follows:
“3. TERM. The term of this Agreement shall commence on January 1, 2020, and shall terminate on June 30, 2029, unless terminated earlier as set forth herein
2 ("Initial Term"). The term of this Agreement may be extended for two (2) additional five (5) year terms (each a "Renewal Term") with the extensions to commence upon the expiration of the Initial Term or any Renewal Term, at ANAHEIM’s sole discretion (hereinafter the phrases "Initial Term" and "Renewal Term," if any, shall be collectively referred to as the "Term"). The Director of Community Services may extend this Agreement on behalf of ANAHEIM. “
2. Section 5.1 of the Agreement, “Base Management Fee,” is hereby amended in its entirety to read as follows:
“5.1 Base Management Fee. In consideration of CONTRACTOR’S Serv ices during the Term, ANAHEIM shall pay CONTRACTOR a “Base Management Fee” equal to Three Hundred Thousand Dollars ($30 0,000.00) per year, payable in twelve (12) monthly installments of $ 25,000.00. The Base Management Fee shall be paid to CONTRACTOR in accordance with Section 5.3 of this Agreement.
5.1.1 Changes in Base Management Fee. CONTRACTOR and
ANAHEIM agree that the Base Management Fee shall be negotiated with the change not to exceed changes in the Orange County Consumer Price Index (CPI) for the preceding 12-month period. The Base Management Fee monthly installment shall not vary from month to month.”
3. Section 5.2 of the Agreement, “Incentive Management Fee,” is hereby amended in its entirety to read as follows:
“5.2 Incentive Management Fee. Effective July 1, 2023, in addition to the Base Management Fee, ANAHEIM shall further pay to CONTRACTOR an “Incentive Management Fee” equal to fifteen percent (15%) (“Incentive Fee Percentage”) of Adjusted Net Operating Income (“NOI”), as defined herein , in e xcess of Four Million Dollars ($4,000,000.00) for any given Operating Year.”
4. That Section 5.2.1 of the Agreement, “Food & Beverage Incentive Fee,” is hereby deleted in its entirety.
3 5. Except as expressly amended hereby, all the remaining provisions of the Agreement, as amended, shall remain in full force and effect.
6. CONTRACTOR and CONTRACTOR's signators represent that the signators hold the positions set forth below their signatures and that the signators are authorized to execute th is Third Amendment to Agreement on behalf of CONTRACTOR and to bind CONTRACTOR hereto.
7. This Third Amendment to the Agreement shall be effective on the date on which this Third Amendment to Agreement is executed by ANAHEIM.
[Signatures Appear on Following Page]
4 IN WITNESS WHEREOF, the Parties hereto have caused this Third Amendment to Agreement to be executed on the dates hereinafter respectively set forth.
Date of Execution
CITY OF ANAHEIM
a municipal corporation
By:
ATTEST:
By:
Theresa Bass, City Clerk
“ANAHEIM”
Date of Execution
AGC MANAGEMENT, LLC, a California limited
liability company
By:
Printed Name:
Title:
“CONTRACTOR”
APPROVED AS TO FORM:
ROBERT FABELA, CITY ATTORNEY
By:
Bryn M. Morley
Deputy City Attorney
Dated:
150505