4863-8491-1259v2/200391-0026
LICENSE AGREEMENT
THIS LICENSE AGREEMENT (“Agreement”), dated for purposes of identification only as of __________, 2024 (the “Date of Agreement”) is entered into by and between the City of Anaheim acting as Successor Agency to the Anaheim Redevelopment Agency, a public body, corporate and politic (the “Successor Agency”) and the City of Anaheim, a charter city and municipal corporation duly organized and existing under the laws of the State of California (the “City”) (individually referred to herein as “Party” and collectiv ely referred to as “Parties”) and is made with reference to the following facts:
RECITALS
A. On March 5, 1999, Katella Operating Properties, LLC (“KOP I”), as Optionee, entered into an “Option Agreement” with Southern California Edison Company (“Edison”), as Optionor, with reference to an approximately nine (9) acre parcel located at Claudina Way (both east and west side) north of Interstate 5 and east of South Anaheim Boulevard in the City of Anaheim (the “ Property”).
KOP I assigned its rights and interes t in the Option Agreement to Katella Operating Properties II, a California limited liability company (“ KOP II”) , which assignment was consented to by Edison on November 8, 2000. A redacted form of the Option Agreement is attached hereto as Exhibit “A” and incorporated herein by reference. The legal description of the Property is attached to the Option Agreement as Exhibit “B” and incorporated herein by reference.
B. On April 30, 2001, KOP II, as sublicensor/sublessor, and the Agency, as sublicensee/sublessee, entered into that certain Sublicense/Sublease Agreement (the “Sublicense/Sublease”) pursuant to which the Agency licensed the Property from KOP II subject to the terms and conditions of the Option Agreement and the Sublicense/Sublease. Edison consen ted to the Sublicense/Sublease pursuant to that certain letter dated February 20, 2001, a copy of which is attached hereto as Exhibit “C”.
C. On March 1, 2003, the Anaheim Redevelopment Agency (“Agency”) entered into a Sublicense/Sub-Sublease Agreement wit h G.D. Heil, Inc. with respect to a portion of the Property consisting of approximately 1.51 acres (the “G.D. Heil Lease Site”) .
D. Successor Agency , as successor in interest to the Agency’s rights under the sublicense/sublease, is willing to permit the C ity to use the remainder of the Property, as show n on Exhibit B attached hereto and incorporated by reference (the “Site”) for the purpose of marshalling trucks in connection with the City’s operation of the Anaheim Convention Center (the “Permitted Activity”), subject to the Option Agreement.
AGREEMENT
1. The Parties acknowledge the following with respect to the Option Agreement. a. KOP II had previously licensed the Property from Edison pursuant to (1) the Option Agreement and (2) the authority and upon and subject to the conditions prescribed by General Order No. 69-C of the California Public Utility Commission (“CPUC”) dated and effective July 10, 1985, a copy of which is attached hereto as Exhibit “E” and incorporated herein by reference. b. CPUC General Order No. 69-C required that all licenses in effect on Edison’s operating property be made conditional upon the right of Edison either upon order of the CPUC or 2 4863-8491-1259v2/200391-0026
upon Edison’s own motion, to commence and resume the use of the property in question, whenever, in the interest of its service to its patrons or consumers, it shall appear necessary or desirable to do so.
Alternatively, Edison might obtain authorization to lease such operating property, through order of the CPUC, by filing an application thereof in accordance with Section 851 of the California Public Utilities Code. Edison filed such application and received the required authorization pursuant to CPUC Decision D-03-01-040, dated and effective January 16, 2003, a copy of which is attached hereto as Exhibit “F” and incorporated herein by reference (“CPUC Decision”). Pursuant to Article II and Section 3.1 of the Option Agreement, KOP II’s license from Edison was thus converted to a forty (40) year lease, deemed to commence on M arch 1, 2003, and to end on February 28, 2043. Pursuant to Section 1(d) of the Sublicense/Sublease, Agency’s sublicense from KOP II, was then converted into a sublease. KOP II and Agency subsequently entered into a First Amendment to Sublicense/Sublease Agreement, dated October 15, 2003, which acknowledged the conversion of the license under the Option Agreement into a lease and extended the term of the Sublicense/Sublease to February 28, 2043. c. As of the date of the Option Agreement, March 5, 1999, Edison intended to add a transmission line at the Site which may have required one or more additional tower(s) or pole(s) or a modification to the existing tower(s) or pole(s) collectively described as “Transmission Modifications”. If Edison were to determine t o add a Transmission Line it would develop a detailed plan depicting the transmission modifications plan (“Transmission Modifications Plan”) and thereafter construct the Transmission Modifications which were originally expected to be completed on or about December 31, 2000 (“Transmission Modification Completion Date”). Edison and KOP II agreed that the Transmission Modification Completion Date was an estimate only and might be extended at Edison’s sole discretion. Edison has not as of the date hereof submitted a Transmission Modifications Plan to KOP II.
d. Except as set forth in Article 2 below, with respect to the Site, the terms of the Option Agreement and the Sublicense/Sublease shall be applicable as between the Successor Agency as licensor, and City as licensee, as though the Successor Agency were the “Optionor” or “Sublessee” (as the case may be) and the City the “Optionee” or “Sublessee” (as the case may be) thereunder. e. ARTICLE I and ARTICLE II are hereby made inapplicable. (1) The “Term” of this Agreement shall commence on _______ __, 2024. (2) The initial Term shall expire five (5) years from the commencement of the Term (unless earlier terminated due to the termination or expiration of the Option Agreement, the Sublicense/Sublease, or as otherwise provided herein).
(3) Provided the City is not otherwise in default of any provisions of this Agreement at the time of the exercise of the option provided herein, or at any time prior to the commencement of the option term, the City shall have two (2) consecutive five (5) year options to extend the Term hereof only by providing prior written notice to the Successor Agency no more than six (6) months nor less than three (3) months prior to the expiration of the Term or a ny properly extended term. Failure of the City to exercise any option provided herein shall cause such option, together with any remaining options to extend, to immediately cease and terminate. f. The City accepts the Site in an “AS IS” condition. The Succe ssor Agency expressly disclaims any warranty or representation with regard to the condition (including, without limitation, the environmental condition of the Site), safety or security of the Site , or the suitability of 3 4863-8491-1259v2/200391-0026
the Site for the City’s intended use. All references in the Option Agreement to the Property are deemed “Site” herein.
g. Section 3.1 is inapplicable. The rent shall be determined and payable as follows:
(1) During the initial Term of five (5) years:
(i) The initial monthly Rent for the Property, com mencing in the first year of the Term, shall be Twenty Thousand Dollars ($20,000), (ii) The monthly Rent shall increase thereafter, in each subsequent year, at the rate of three percent (3%) annually.
(2) Should the City opt to extend the lease term pursuant to Sec tion 2 above, during either of the two (2) optional extended terms, the monthly Rent shall as show in Exhibit H, Monthly Rent Schedule.
(3) All Rent payable hereunder shall be net to the Successor Agency and the City shall be responsible for all taxes, assess ments and other costs associated with the Property, including, without limitation, all property taxes, assessments, license fees, public charges levied, assessed or imposed on the City’s business operation, fixtures or other personal property on the Site , utilities and all other operating costs.
(4) Rent shall be payable by the City to a trustee (the “Trustee”) selected by the Successor Agency in accordance with the Sublicense/Sublease, to which Trustee will be instructed by the Successor Agency to remit funds in the following order: (i) first amounts due Edison under the Option Agreement, (ii) second to discharge any other financial obligation of KOP II to third parties, if any, under the Option Agreement relating to the Site , (iii ) third, to discharge any oth er financial obligation of the Successor Agency to KOP II, if any, under the Sublicense/Sublease, and (iv) fourth, any balance to the Successor Agency.
h. Section 5.1 is inapplicable. The City shall use the Site for the purpose of marshalling trucks in connection with the City operation of the Convention Center. i. Section 6.1 is inapplicable.
j. Section 9.9 is inapplicable.
k. Section 10.4 is inapplicable. The City may not assign, license or otherwise transfer its interest in or to the Site without the prior written consent of the Successor Agency, which consent shall not be unreasonably withheld.
l. In the event the City is entitled to compensation under the terms of the Option Agreement pursuant to Section 13.2(f) thereof, or otherwise, any such compensation shall be divided seventy-five (75%) percent to the Successor Agency (but not to exceed the actual “hard” construction costs incurred by Agency) and the balance to KOP II.
m. In all places in the Option Agreement where consent of the Optionor is required or where Optionor requires access of any kind (specifically Article XII), this shall apply to Edison unless the context expressly dictates otherwise.
4 4863-8491-1259v2/200391-0026
n. The City has heretofore completed any and all investigations of the Site. o. As a condition precedent to the commencement of the Term, the Parties must obtain consent from Edison pursuant to Article X of the Option Agreement.
2. Successor Agency hereby grants to City and its agents, contractors, subcontractors and their invitees a license to enter the Site for the purpose of conducting the Permitted Activity (the “License”) and for no other purposes without the prior written approval of Successor Agency . The License shall include such rights of ingress and egress over and through the Site as are reasonably necessary to implement the Permitted Activity. This Agreement shall run for a term commencing on the Effective Date and terminating upon the 5th Anniversary of the Effective Date with two (2) options to extend for addition five (5) year periods (the “License Term”).
3. The Parties shall diligently seek the Consent from Edison. In the event the Parties are unable to receive executed Consent from Edis on within six (6) months from the Date of Agreement, then this Agreement shall automatically terminate and City shall vacate the Site within thirty (30) days.
In the event this Agreement terminates pursuant to the provisions described in the immediately preceding sentence, the Successor Agency shall have no liability to City for any costs or expenses incurred by City hereunder.
4. The City will utilize the Site for the Permitted Activity.
5. Prior to commencing any activities under this Agreement, City shall secure all permits needed to carry out the actions to be performed on the Site pursuant to this Agreement.
6. With regard to actions performed on the Site under this Agreement, City shall not permit to be placed against the Site, or any part thereof, any design professional’s, mechanic’s, materialmen’s, contractor’s, or subcontractor’s liens (collectively, “Liens”). City shall indemnify, defend and hold harmless Successor Agency from all liability for any and all liens, claims and demands, together with costs of defense and reasonable attorneys’ fees, arising from any Liens.
Successor Agency reserve the right, at its sole cost and expense, at any time and from time to time, to post and maintain on the Site, or any portion thereof, or on the improvements on the Site, any notices of non-responsibility or other notice as may be desirable to protect Successor Agency against liability.
In addition to, and not as a limitation of Successor Agency’s other rights and remedies under this Agreement, should City fail, within ten (10) days of written request from Successor Agency, either to discharge any Lien or to bond for any Lien, or to defend, indemnify, and hold harmless Successor Agency from and against any loss, damage, injury, liability or claim arising out of a Lien, then Successor Agency, at its option, may elect to pay such Lien, or settle or discharge such Lien and any action or judgment related thereto and all costs, expenses and attorneys’ fees incurred in doing so shall be paid to Successor Agency by City upon written demand.
7. City shall, in all activities undertaken pursuant to this Agreement, comply and cause its contractors, agents and employees to comply with all federal, state and local laws, statutes, orders, ordinances, rules, regulations, plans, policies and decrees. Without limiting the generality of the foregoing, City, at its sole cost and expense, shall obtain any and all permits which may be required by any law for any activities City desires to conduct or have conducted pursuant to this Agreement.
Successor Agency shall provide reasonable assistance to City in obtaining such permits.
8. This License Agreement is not assignable.
5 4863-8491-1259v2/200391-0026
9. It is expressly understood that this Agreement does not in any way whatsoever grant or convey any permanent easement, lease, fee or other interest in the Site to City.
10. Any notices, requests or approvals given under this Agreement from one party to another shall be in writing and shall be personally delivered or deposited with the United States Postal Service for mailing, postage prepaid, by certified mail, return receipt requested, to the addresses of the other party as stated in this Section, and shall be deemed to have been received at the time of personal delivery or three (3) days after the date of deposit for mailing. Notices shall be sent to:
To City: City of Anaheim
200 South Anaheim Boulevard
Anaheim, California 92805
Attention: Executive Director
Copy to: City Attorney
with a copy to: Tom Morton, Executive Director
800 W. Katella Avenue, MS 13
Anaheim, California 92805
with a copy to: Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Attention: Thomas P. Clark, Jr.
Tel: 949-725-4140
To Successor Agency: Sergio M. Ramirez, Economic Development Director 200 South Anaheim Boulevard, 7th Floor
Anaheim, California 92805
Attention: Director
Copy to: City Attorney
With copies to: Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Attention: Thomas P. Clark, Jr.
Tel: 949-725-4140
11. This Agreement shall be governed by the laws of the State of California. Any legal action brought under this Agreement must be instituted in the Superior Court of Orange County, State of California, in an appropriate court in that county, or in the Federal District Court in the Central District of California.
12. This Agreement shall be interpreted as a whole and in accordance with its fair meaning and as if each party participated in its drafting. Captions are for reference only and are not to be used in construing meaning.
13. No modification, rescission, waiver, release or amendment of any provision of this Agreement shall be made except by a written agreement executed by Successor Agency and City. 6 4863-8491-1259v2/200391-0026
14. Successor Agency represent and warrant that Successor Agency has the authority to enter into this Agreement, but otherwise make no representations and warranties with respec t to the Site.
15. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one and the same instrument.
16. This Agreement shall take effect immediately upon the execution of this Agreement by City and approval by Edison and all required governmental entities (the “Effective Date”).
17. This License may be terminated by either party upon sixty (60) days written notice. [SIGNATURES ON FOLLOWING PAGE]
7 4863-8491-1259v2/200391-0026
IN WITNESS WHEREOF , the Parties have hereto executed this Agreement as of the respective dates set forth below.
Dated:
SUCCESSOR AGENCY:
CITY OF ANAHEIM, a public body, corporate
and politic
By:
Its:
ATTEST:
Theresa Bass, Agency Secretary
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
By:
Ryan O. Hodge, Deputy City Attorney
APPROVED AS TO FORM:
STRADLING YOCCA CARLSON &
RAUTH
By:
Thomas P. Clark, Jr.
Dated:
CITY:
CITY OF ANAHEIM, a charter city and
municipal corporation
By:
Its:
ATTEST:
Theresa Bass, Agency Secretary
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
By:
Ryan O. Hodge, Deputy City Attorney
A-1
4863-8491-1259v2/200391-0026
EXHIBIT A
A-2
4863-8491-1259v2/200391-0026
A-3
4863-8491-1259v2/200391-0026
A-4
4863-8491-1259v2/200391-0026
A-5
4863-8491-1259v2/200391-0026
A-6
4863-8491-1259v2/200391-0026
A-7
4863-8491-1259v2/200391-0026
A-8
4863-8491-1259v2/200391-0026
A-9
4863-8491-1259v2/200391-0026
A-10
4863-8491-1259v2/200391-0026
A-11
4863-8491-1259v2/200391-0026
A-12
4863-8491-1259v2/200391-0026
A-13
4863-8491-1259v2/200391-0026
A-14
4863-8491-1259v2/200391-0026
A-15
4863-8491-1259v2/200391-0026
A-16
4863-8491-1259v2/200391-0026
A-17
4863-8491-1259v2/200391-0026
A-18
4863-8491-1259v2/200391-0026
A-19
4863-8491-1259v2/200391-0026
A-20
4863-8491-1259v2/200391-0026
A-21
4863-8491-1259v2/200391-0026
A-22
4863-8491-1259v2/200391-0026
A-23
4863-8491-1259v2/200391-0026
A-24
4863-8491-1259v2/200391-0026
A-25
4863-8491-1259v2/200391-0026
A-26
4863-8491-1259v2/200391-0026
A-27
4863-8491-1259v2/200391-0026
A-28
4863-8491-1259v2/200391-0026
A-29
4863-8491-1259v2/200391-0026
A-30
4863-8491-1259v2/200391-0026
A-31
4863-8491-1259v2/200391-0026
A-32
4863-8491-1259v2/200391-0026
A-33
4863-8491-1259v2/200391-0026
A-34
4863-8491-1259v2/200391-0026
A-35
4863-8491-1259v2/200391-0026
A-36
4863-8491-1259v2/200391-0026
A-37
4863-8491-1259v2/200391-0026
A-38
4863-8491-1259v2/200391-0026
A-39
4863-8491-1259v2/200391-0026
A-40
4863-8491-1259v2/200391-0026
A-41
4863-8491-1259v2/200391-0026
A-42
4863-8491-1259v2/200391-0026
A-43
4863-8491-1259v2/200391-0026
A-44
4863-8491-1259v2/200391-0026
A-45
4863-8491-1259v2/200391-0026
A-46
4863-8491-1259v2/200391-0026
A-47
4863-8491-1259v2/200391-0026
A-48
4863-8491-1259v2/200391-0026
A-49
4863-8491-1259v2/200391-0026
A-50
4863-8491-1259v2/200391-0026
A-51
4863-8491-1259v2/200391-0026
A-52
4863-8491-1259v2/200391-0026
A-53
4863-8491-1259v2/200391-0026
A-54
4863-8491-1259v2/200391-0026
A-55
4863-8491-1259v2/200391-0026
A-56
4863-8491-1259v2/200391-0026
A-57
4863-8491-1259v2/200391-0026
A-58
4863-8491-1259v2/200391-0026
A-59
4863-8491-1259v2/200391-0026
A-60
4863-8491-1259v2/200391-0026
A-61
4863-8491-1259v2/200391-0026
A-62
4863-8491-1259v2/200391-0026
A-63
4863-8491-1259v2/200391-0026
A-64
4863-8491-1259v2/200391-0026
A-65
4863-8491-1259v2/200391-0026
A-66
4863-8491-1259v2/200391-0026
A-67
4863-8491-1259v2/200391-0026
A-68
4863-8491-1259v2/200391-0026
A-69
4863-8491-1259v2/200391-0026
A-70
4863-8491-1259v2/200391-0026
A-71
4863-8491-1259v2/200391-0026
A-72
4863-8491-1259v2/200391-0026
B-1
4863-8491-1259v2/200391-0026
EXHIBIT B
H-1
4863-8491-1259v2/200391-0026
EXHIBIT H
Monthly Rent Schedule
Year Monthly Rent
1 $20,000.00
2 $20,000.00
3 $20,000.00
4 $20,000.00
5 $20,000.00
6 $20,600.00
7 $21,218.00
8 $21,854.54
9 $22,510.18
10 $23,185.48
11 $23,881.05
12 $24,597.48
13 $25,335.40
14 $26,095.46
15 $26,878.33