1 PARKING LICENSE AGREEMENT
This Parking License Agreement (this "Agreement"), dated for purpos es of identification only this ________ day of ____________________, 2024 (the "Date of Agreement"), is entered into by and between the City of Anaheim, a municipal corporation and charter city, (the "Licensor") and OC Sports & Entertainment, LLC, a California limited liability company (the "Licensee").
RECITALS
A. Licensor is the owner of that certain approximately forty (40) acres of real property and improvements commonly known as the Grove of Anaheim ” located at 2200 East Katella Avenue, in the City of Anaheim, California (the "Facility"), depicted on the map which is attached hereto as Attachment No. 1 and incorporated herein by this reference.
B. Licensor holds fee title to portion of that certain real property located within the City of Anaheim, California generally known as the “Sportstown Site,” within which the Facility is located.
C. Licensor issued a Request for Proposals (“RFP”) on May 10, 2024, including subsequent addendums thereto, for the management of the Facility, which includes the operation/management of the vehicular parking surface spaces located adjacent to the Facility.
D. Licensor and Licensee are entering into this Agreement for the operation/management of 550 vehicular surface parking surface spaces located adjacent to the Facility and subject to Section 2.2.1.
E. Licensor shall participate in semi-annual Sportstown’s Association Meetings.
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 limited liability company formed, existing and in good standing under the laws of the State of California.
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 thi s Agreement. The License is not intended to grant a fee interest, leasehold interest or easement in the Premises.
2.2 Premises; Use of Premises.
The Parties acknowledge and agree that there are five hundred fifty (550) segregated parking spaces within the Sportstown Site and located in close proximity to the Facility, further depicted in Attachment No.1, attached hereto and incorporated herein by refernce (the “Premises”). Licensee and its empl oyees, agents, representatives, permitees and invite es have the right to use all or any pa rt of the P remises at any time, and from time to time, subject to Section 2.2.1, and throughout the Term (as hereinafter defined in Section 2. 3 below) for the purpose of conducting vehicular parking for the Facility on a non-exclusive basis.
2.2.1 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, Mondays through Fridays; (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 , Mondays through Fridays; 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.
2.3 Term.
The term of this License (the “Term") commences on January 1, 2025 (the "Commencement Date") and continues in effect to and including December 31, 2027, unless sooner terminated as provided in Section 2.4 below.
So long as Licensee is not in default of any of its material obligations under this Agreement, Licensor and Licensee shall have the option to extend this Agreement for two (2) additional one (1) year periods on the same terms and conditions set forth herein, subject to all the terms and conditions of this Agreement. Licensor shall notify Licensee 3 not less than six (6) months prior to end of the Initial Term of its intent to renew the Agreement. Licensee shall have not more than thirty (30) days to accept or reject such extension of Agreement.
2.4 Revocability and Termination.
(a) 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 “Event of Default" (as such term is hereinafter defined in Section 12.1 immediately upon written notice to Licensee. (b) This Agreement may be terminated by Licensor on not less than one hundred eighty (180) days written notice concurrently with the closing of the sale of the Facility by Licensor to a third party only if i) the purchaser is not in the business of operating comparable venues, ii) after the closing of the sale, the Facility will be used primarily for purposes other than concerts and private events as currently used or will be demoli shed; and, iii) on the Accounting Date following the termination. Licensor pays to Licensee the Early Termination Amount. (c) Except as otherwise provided below, this Agreement may be terminated by Licensor on not less than twelve (12) months written not ice (the "Termination Notice"), in the event Licensor determines that a Termination Event (as defined below) either (i) has occurred or (ii) is expected to occur prior to or within twelve (12) months following the designated Termination Date. As used herein, "Termination Event" means any of the following: (1) Sale or lease of the Facility (but not the underlying land on which it is constructed, referred to as the "Land") to a third party who is not in the business of operating comparable venues and who will use the Facility primarily for purposes other than concerts as it is currently used; OR (2) sale, ground lease or long -term lease of the Land together with the Facility for development or redevelopment of the Land and/or Facility for any purpose; OR (3) development or redevelopment of the Land and/or Facility under the Licensor's ownership and direction, for any purpose; OR (4) sale, lease or license of the Facility for use as a performing arts center under the direction of the Licensor, a non -profit corporation or foundation promoting the arts, or any public agency, including any venture in which the Licensor or a public agency of the State of California is a partner with a non -profit or for-profit entity, for such purposes. "Termination Date" means the date identified by the Licensor in the Termination Notice as the date on which the Termination Event is expected to occur, whether or not the Termination Event actually occurs on such date.
Section 3. License Fee.
3.1 Amount of Annual License Fee. Licensee sha ll pay to Licensor an annual license fee (the "Annual License Fee") equal to Two Hundred Sixty-Five Thousand Dollars ($265,000). 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) year of the Term.
Commencing upon the second (2nd) year of the Term, and in each year of the Term thereafter, the Annual License Fee shall be increased by an amount equal to the increase in the Consumer Price Index (“CPI”). The CPI shall mean the Consumer Pric e Index (All Items, Base 1982-84 = 100) as published by the United States Department of Labor, Bureau of Labor Statistics for All Consumers for the Los Angeles -Riverside-Orange County Area, or if such index shall be discontinued, the successor index, or if there shall be no successor index, such comparable index as mutually agreed upon by the Parties. The CPI adjustment will be calculated on an average twelve (12) month time frame from January 1 of the preceding year to January 1 of the current year.
3.2 Place of Payment. Licensee shall pay the Annual License Fee to Licensor at 800 W. Katella Avenue, Anaheim, CA 92802 to the attention of the Executive Director by check from an account in lawful money of the United States payable to Licensor or such other p erson or entity and/or 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 int erest in such portion of the Annu al 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 The Facility a nd Premises are part of the Sportstown Owner’s Association (Association). LICENSOR owns the Facility and Premises. The Association manages the common areas of the Premises, including but not limited to all areas of parking area up to where the asphalt touches the exterior walls and/or the curbside of the Facility. The Association is not responsible for any portion of the Facility within the footprint of the building and/or the curbside. Notwithstanding the above and in further ance of the obligations contained herein and within th at certain Concessions Agreement entered into by and between LICENSOR and LICENSEE , LICENSEE shall maintain the Premises and Common Area in a clean condition, including sweeping and trash removal, provided that LICENSEE shall not be responsible for capital repairs to the Premises; but shall promptly notify LICENSOR of any conditions requiring such repairs. Licensee further agrees to leave the parking area in a clean condition no later than 8am the morning immediately following an event at the Facility.
Section 5. Ownership of Premises and FF&E.
During the entire Term of the L icense and thereafter, the Premises and all changes, alterations, improvements and additions thereto, shall be owned by and shall be considered the property of Licensor. All furniture, fixtures and equipment (collectively, the “FF&E") that are made, constructed or place d in or on the Premises (the “FF&E"), and al l changes, alterations , 5 improvements and additions thereto, shall also be owned by and shall be considered the property of Licensor. U pon termination of the License, all of the FF&E in or on the Pre mises 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 d ecrees (collectively “Laws and Reg ulations") with respect to its activities in the Premises.
Notwithstanding of the foregoing, Licensor, at its sole cost and expense, shall obtain any and all permits. licenses or approvals which may be required by any of the 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, stora ge 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. 2 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 material,” “hazardous waste” or “hazardous chemicals”, shall have the meanings as those terms are used in CERCLA (42 U.S.C. § 9601(14)) or SARA (42 U.S.C. § 110211(e)) or any similar Federal, State, or local law, statute, ordinance, regulation or order, or otherwise determined by City, to be brought upon, left, used or abandoned on the Premises.
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 affirmativ e 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 bx Licensee. This provision constitutes written notice to Lic ensee pursuant to California Revenue and Taxation Code Section 107
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 Li censor's prior written consent, which consent may be granted or withheld in the Licensor' s sole discretion. Notwithstanding the foregoing. Licensee may, upon rea sonable notice to the Licensor, assign its interest in this Ag reement without the Licensor's consent to a person or entity which is a permitted transferee of Licensee.
Section 9, INTENTIONALLY OMMITTED.
Section 10. Indemnities.
10.1 As respects acts, errors or omissions in the performance of professional services, LICENSEE agrees to indemnify and hold harmless LICENSOR, its officials, officers, and employees from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature, arising out of LICENSEE’s (or LICENSEE’s contractors’ or subcontractors’, if any) negligent acts, errors or omissions in the performance of professional services under this Agreement.
10.2 As respects all acts, errors or omissions which do not arise directly out of the performance of professional services, including but not limited to those acts, errors or omissions typically covered by ISO-based general and automobile liability insurance coverage, LICENSEE agrees to indemnify, defend (at LICENSOR's option), and hold harmless LICENSOR, its officials, officers, employees agents, and representatives from and against any and all claims,
7 losses, damages, defense costs, or liability, of any kind or nature (collectively referred to hereinafter as “Claims”), arising out of or in connection with LICENSEE’s (or LICENSEE's contractors’ or subcontractors ’, if any) acts, errors, omissions, or work, relative to this Agreement; except for those Claims which arise out of the sole negligence or willful misconduct of LICENSOR.
10.3 The obligations set forth in this indemnifica tion provision (i) shall be in effect without regard to whether LICENSOR, LICENSEE, or any other person maintains, or fails to maintain, insurance coverage, or a self -insurance program, for any such Claims; and (ii) shall survive the termination of this Agreement.
Section 11. Insurance.
11.1 Without limiting LICENSOR’s right to indemnification, it is agreed that LICENSEE shall secure, prior to commencing any activities under this Agreement, and maintain, during the term of this Agreement, insurance coverage as follows:
.01 Workers’ Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $1,000,000 per occurrence. .02 Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, and Independent Contractor ’s Liability (if applicable), in an amount not less than $2,000,000 per occurrence, $4,000,000 annual aggregate, written on an on an occurrence form.
Any deductible or self-insured retention in excess of $10,000 must be disclosed to LICENSOR, in writing, at the inception of this Agreement and is subje ct to the approval of the City ’s Risk Manager.
.03 Automobile Liability Coverage including-as applicable-owned, non-owned, and hired autos, in an amount not less than $2,000,000, combined single limit, as required by California law.
.04 Professional Liab ility Insurance, inclusive of Cyber liability where required, in an amount not less than $2,000,000 per claim, and LICENSEE shall maintain such coverage for at least one (1) year from termination of this Agreement. Any deductible or self-insured retention in excess of $10,000 must be disclosed to LICENSOR, in writing, at the inception of this Agreement and is subject to the approval of the City’s Manager.
11.2 Each insurance policy required by this Agreement shall contain the following clause or shall otherwise provide for the following conditions: “This insurance shall not be voluntarily cancelled, or limited in scope or coverage, until after thirty (30) days prior written notice has been given to the City Clerk, City of Owner, 200 S. Anaheim Blvd., Anahei m, CA 92805, except in the event of cancellation for non -payment of premium which shall provide for not less than ten (10) days’ notice.”
11.3 Each insurance policy required by this Agreement, excepting policies for Professional Liability and Workers’ Compensation, shall contain the following clauses or shall otherwise provide for the following conditions:
.01 “ It is agreed that any insurance maintained by LICENSEE, pursuant to this Agreement, shall be primary to, and not contribute with, any insurance or self -insurance maintained by the City of Anaheim.”
.02 “ The City of Anaheim, its officers, agents, employees, representatives and ANAHEIM-designated volunteers are added as additional insureds as respects the acts, omissions, operations and activities of, or on behalf of, the named insured, in regard to products supplied to, or work or services performed for, or related to, the City of Anaheim.”
11.4 Prior to commencing any work under this Agreement, LICENSEE shall deliver to LICENSOR insurance certificates confirming the existence of the insurance required under this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, LICENSEE shall provide LICENSOR: (i) endorsements to the insurance policies which add to these policies the applicable clauses referenced above; or (ii) in lieu of said endorsements, documentation acceptable to LICENSOR evidencing that the coverage, terms, and conditions set forth in the above-referenced clauses are otherwise included in said insurance policies. Insurance required hereunder shall be placed with insurers: (i) admitted to write insurance in California; (ii) possessing an A. M. Best’s rating of A VII or higher; or (iii) otherwise acceptable to LICENSOR, with prior written permission from LICENSOR. In the event that a claim or other legal action is filed against LICENSOR, and if LICENSOR, in its good faith opinion, believes it may have coverage under any of the insurance required herein, then LICENSOR has the right to demand, and to receive within a reasonable time period, copies of the insurance policies related to such required insurance; provided, howeve r, that this provision shall not apply if the Parties agree that LICENSEE shall fully defend, hold harmless, and indemnify LICENSOR against any such claim or other legal action.
11.5 In addition to other remedies LICENSOR may have if LICENSEE fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, LICENSOR may, at its sole option:
.01 Order LICENSEE to stop work under this Agreement and/or withhold any payment(s) which become due to LICENSEE hereunder until LICENSEE demonstrates compliance with the requirements hereof; or
.02 Terminate this Agreement.
9 Exercise of any of the above remedies, however, is an alternative to other remedies LICENSOR may have and is not the exclusive remedy fo r LICENSEE’s failure to maintain insurance or secure appropriate endorsements.
11.6 Nothing herein contained shall be construed as limiting in any way the extent to which LICENSEE may be held responsible for payments of damages to persons or property resulting from LICENSEE’s (or LICENSEE’s contractors/subcontractor, if any) performance of the work covered under this Agreement, provided, however, that in no event shall LICENSEE’s liability to LICENSOR under this provision exceed the greater of (i) the total amount of the fees paid to LICENSEE for such work or services, or (ii) the amount of valid and collectible insurance carried by, maintained by, or otherwise available to LICENSEE (or LICENSEES’s professional staff, contractors, or sub -contractors), which is applicable to any claim, loss, costs, defense, or liability arising out of this agreement.
11.7 In the event LICENSEE hires other persons or firms to perform some of the work related to this Agreement, LICENSEE shall ensure, and certify to LICENSOR in writing that: (i) the acts or omissions of such persons or firms are covered under the above -referenced liability insurance; or (ii) such firms maintain insurance equal to or better than, and subject to the same limits, terms and conditions as, the insura nce required of LICENSEE under this Agreement (except for firms which are not performing professional services-such firms shall not be required to carry the above-referenced professional liability insurance); and in either instance, LICENSEE shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to LICENSOR.
11.8 LICENSOR’s Risk Manager is hereby authorized to reduce the requirements set forth herein in the event she determines that such reduction is in LICENSOR’s best interest.
Section 12. Default and Remedies.
12.1 Defaults of Licensee.
Each of the following shall constitute an event of default on the part of Licensee (each, a "Potential Default," and following the expiration of the applicable cure period, an "Event of Default").
(a)Failure to pay any amounts required to by paid by Licensee to Licensor under this Agreement with in five (5) calendar days following notice from Licensor. (b)Except as provided in clause (a) above, the failure to cure, after thirty (30) days' notice to Licensee, any other breach or default by Licensee under this Agreement, provided that in the event the cure cannot be completed within such thirty (30) day period, the cure period shall be extended so long as is reasonably required to complete such cure, to a maximum of an additional one hundred and eighty (180) days, so long as the cure has been commenced within such thirty (30) day period a nd is diligently carried out to completion. Notwithstanding the preceding, Licensee shall not be in default under this Agreement in the event of a bona fide dispute with a vendor or other third party as to amounts payable by Licensee so long as Licensee continues to use commercially reasonable efforts to diligently resolve the dispute and has paid all undisputed amounts, unless clause (d) below otherwise applies.
(c)Licensee's becoming insolvent or bankrupt or becoming unable or ceasing to pay its debts as they mature, or making an arrangement with or for the benefit of its creditors, or consenting to or acquiescing in the appointment of a receiver, trustee or liquidator for its obligations under this Agreement or for any substantial part of its property, o r any bankruptcy, reorganization or insolvency or similar arrangement or proceeding instituted by or against the Licensee under the Laws of any jurisdiction which has not been stayed or dismissed within ninety (90) days.
(d)Licensee's causing or allowing a lien or encumbrance not existing as of the Effective Date or relating to operations at the Facility prior to the Effective Date to be imposed against all or any portion of the Facility unless the same is removed or expunged within ten (10) days of Licensee's becoming aware of the existence of such lien or encumbrance.
12.2 Remedies of Licensor.
On the occurrence of an Event of Default as described above, Licensor may terminate this Agreement effective on the date specified in a written Notice of Termination delivered by Licensor to Licensee in accordance with this Section and exercise all other remedies available to it at law or in equity on account of such default.
12.3 Licensor Default; Remedies of Licensee.
In the event Licensor fails to pay any amount due under this Agreement from Licensor to Licensee within five (S) calendar days following notice from Licensee fails to cure any other breach or default by Licensor under this Agreement after thirty (30) days notice to Licensor (or, if such cure cannot be completed within such thirty (30) day period, within such period of time as is reasonably required to complete such cure, to a maximum of an additional one hundred eighty days, so long as the cure has been commenced within such thirty (30) days period and diligently carried out to completion, or Licensor becoming insolvent or unable to pay its obligations when due), Licensee may terminate this Agreement by w ritten notice given to Licensor and exercise all other remedies available to it at law or in equity on account of such default.
11 Section 13. Notices.
All notices hereunder must be in writing and, unless otherwise provided herein, shall be sent by registered or certified mail, postage prepaid, retum receipt requested, ovemight 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:
With a copy to:
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 No. (714) 765-5123
OC Sports & Entertainment, LLC
2695 E. Katella Avenue
Anaheim, CA 92806
Attention: General Manager
OC Sports & Entertainment, LLC
2695 E. Katella Avenue
Anaheim, CA 92806
Attention: Legal Department
Email: [email protected]
Section 14. Miscellaneous Provisions.
14.1 Licensor's Representations and Warranties. 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 L icensor'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 the City Attorney of Anaheim on the basis of information actually known to them without further inquiry, diligence or investigation of any kind.
(e) No agreement, document or instrument to which the Licensor is a party or is bound limits or restricts t he rights, powers, 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.
14.2 Attorneys' Fees. Licensor and Licensee agree that in the even t 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.
14.3 Nondiscrimination. 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 activities hereunder. To the extent this Agreement provides that Licensee
offer accommodations or s ervices to the public, such accommodations or services shall be offered by Licensee to the public on fair and reasonable terms.
14.4 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.
14.5 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.
14.6 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 joint venture between the Parties, it being understood and ag reed that Licensee shall not, in any way, be considered to be an officer, agent or employee of Licensor.
14.7 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 any one (l) remedy by Licensor or Licensee shall not exclude the exercise of any other remedy.
14.8 Effect of Invalidity. If any term or provision of this Agreeme nt 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 bee n 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.
14.9 Successors and Assigns. This Agreement and the covenants and conditions contained herein shall be binding upon and inure to the benefit of and shall a pply 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 Party.
14.10 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 writing signed by Licensor and Licensee.
14.11 Authority. Each individual executing this Agreement on behalf of a corp oration, nonprofit corporation, partnership or other entity or organization, represents and warrants that he or she is duly authorized to execute and deliver this Ag reement on behalf of such entity or organization and that this Agreement is bindi ng upon the same in accordance with its terms.
Licensee shall, at Licensor' s request, deliver a certified copy of it governing board’s resolution or certificate authorizing or evidencing such execution.
14.12 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 th e interests of any corporation, partnership or association in which he or she is directly or indirectly interested.
14.13 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.
14.14 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 defau lt 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 1 542 and hereby waives an y and all rights thereunder to the extent of this release, if such Section 1 542 is applicable. Section 1542 of the Civil Code provides as follows “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, if known by him must have materially affected his settlement the debtor.”
14.15 Controlling La w. This Agreement shall be govern ed by and construed in accordance with the laws of the State of California.
14.16 Captions. The captions set forth herein are for convenience of reference only and shall not affect the interpret ation of this Agreement or limit or amplify any of its terms or provisions.
14.17 Recordation of License. This Agreement may be recorded by eit her Party. Upon the termination of this Agreement. Licensee shall provide Licensor with a recordable quitclaim deed releasing all of Licensee's interest in the Premises.
IN WITNESS WHEREOF, THE PARTIES HA VE EXECUTED THIS AGREEMENT AS OF THE RESPECTIVE DATES SET FORTH BELOW.
CITY OF ANAHEIM,
a municipal corporation
Date of Execution: By:________________________________
_______________
"LICENSOR"
ATTEST:
By:________________________
Theresa Bass
City Clerk
Date of Execution
_________________
Date of Execution
________________ OC Sports & Entertainment, LLC
By: _______________________________
Bill Foltz
Chief Executive Officer
"LICENSEE"
APPROVED AS TO FORM
ROBERT FABELA, CITY ATTORNEY
By: _______________________________
Bryn M. Morley
Deputy City Attorney
153165.5
ATTACHMENT NO. 1
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