RIGHT OF ENTRY AND LICENSE AGREEMENT
(Accessible Parking Space)
This RIGHT OF ENTRY AND LICENSE AGREEMENT (Accessible Parking Space) (“Agreement”), dated for purposes of identification only as of ____________, 2025 (“Date of Agreement”), is entered by and between the ANAHEIM HOUSING AUTHORITY, a public body corporate and politic (“Authority”) and SPECIALISTS MANAGEMENT GROUP LLC , a California limited liability company (“Licensee”).
RECITALS:
A. The Authority owns the real property located at 151 S. Cenpla Way (formerly 120 S. State College Blvd.) in the City of Anaheim (“Authority Property”), depicted on the “Map of the Authority Property” which is attached hereto as Exhibit A and incorporated herein by this reference.
B. Licensee owns the real property located at 116 South State College Boulevard in the City of Anaheim (“Licensee Property”), which is developed with a Pizza Hut/WingStreet restaurant commonly known as Pizza Hut Unit 705412.
C. Pursuant to that certain written easement agreement dated May 5, 1956, recorded in the Official Records of Orange County, California on October 25, 1956, in book 3690, Page 204-210, as Instrument No. 143697, a right of way easement for ingress and egress (“Right of Way Easement”) was created for the benefit of the Licensee Property over the South line of Lot 13 of Tract No. 1843 as per map recorded in Book 53, Pages 45 and 46 of Miscellaneous Maps of record in Orange County, California, and as generally depicted in Exhibit B from the Settlement Agreement attached hereto and incorporated herein by this reference.
D. On or around September 12, 2006, litigation was filed in the Orange County Superior Court, Case No. 06CC09925, seeking injunctive and declaratory relief regarding the Authority Property and Licensee Property, which was resolved through the execution of a Settlement Agreement dated June 5, 2007, which delineated rights to the Right of Way Easement and Accessible Parking Space License (“Settlement Agreement”).
E. The Term of the Settlement Agreement has expired, and Licensee now seeks a License to enter and use a specified portion of the Authority Property for use as an Accessible Parking Space clear area (“Permitted Uses”), and Authority wishes to provide Licensee with such License in exchange for Licensee’s partial termination of the Right of Way Easement, as provided herein.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES,
COVENANTS AND AGREEMENTS CONTAINED HEREIN, AND FOR GOOD AND
VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS
HEREBY ACKNOWLEDGED, THE AUTHORITY AND THE LICENSEE AGREE AS FOLLOWS:
Section 1. Right of Entry. Authority agrees and acknowledges that Licensee and its agents and contractors shall be granted an exclusive license (“Accessible Parking Space License”) to use a small portion (not to exceed one (1) foot width by twenty (20) feet length) of the Right of Way Area (“License Area”) for the Permitted Uses (“Accessible Parking Space”) , as generally depicted in Exhibit C from the Settlement Agreement attached hereto and incorporated herein by reference.
This Right of Entry is granted for conducting the Permitted Uses and for no other purposes without the prior written approval of the Authority. The Authority shall have no duty to inspect the License Area to which this Agreement applies and no duty to warn any person of any latent or patent defect, condition or risk that might be encountered or incurred in entering the License Area. Licensee acknowledges that neither the Authority nor any employee, agent or representative of the Authority have made representations or warranties concerning the condition of the License Area. All persons entering the License Area under this Agreement do so at their own risk.
Section 2. Assignment of License. Licensee may transfer or assign the Accessible Parking Space License to the Licensee Property owner, or its successor in interest, a future tenant of the Licensee Property, whether by assignment or sublease, without the prior written consent of the Authority, provided that any such transferee or assignee assumes all of the obligations and responsibilities of the Licensees as provided in this Agreement. In addition, Licensee shall provide Authority with written notice at least thirty (30) days prior to any such transfer or assignment. Any other transfer of the Accessible Parking Space License shall require Authority’s prior written consent, which consent shall not be unreasonably withheld.
Section 3. Use of Accessible Parking Space License. Authority and Licensee agree that except for the painting of appropriate parking lines on the Accessible Parking Space, Licensee shall not improve the Accessible Parking Space in any other manner, including, without limitation, the installation of concrete in place of asphalt. Licensee shall be responsible for maintenance and repair of the License Area including removal of any trash, debris, weeds and graffiti on a daily basis.
Section 4. Term of Accessible Parking Space License. Provided that Licensee complies with all terms and requirements of this Agreement, Authority hereby grants the Accessible Parking Space License to Licensee commencing on the date first written above and terminating after fifty-five (55) years (“Term”), unless terminated earlier in accordance with other sections of this Agreement.
Section 5. Accessible Parking Space License Consideration. As good and valuable consideration for Authority’s granting of this Accessible Parking Space License, Licensee agrees to partial termination of the Right of Way Easement, as detailed in the separate Quitclaim Deed for Partial Termination of Easement executed by Authority and Licensee. The execution and recording of the Quitclaim Deed shall be a condition precedent for the effectiveness of the Accessible Parking Space License.
Section 6. Revocation of Accessible Parking Space License. The Accessible Parking Space License shall be immediately revoked and terminated in the event Licensee breaches any term, condition, or requirement in this Agreement, and fails to correct said breach within fifteen (15) days after written notice of default to Licensee.
Section 7. Condition for Accessible Parking Space. Upon the revocation or termination of the Accessible Parking Space License, Licensee shall have the responsibility to delete the painted parking lines thereon and restore the License Area to its original condition and remove any debris and trash at the conclusion of the Term. All such costs associated with such deletion of the painted lines for the Accessible Parking Space and restoration shall be borne by Licensee.
Section 8. Licensee’s Responsibilities. Licensee’s rights under this Agreement are and shall be subject to, and Licensee shall comply with and cause its employees, agents, subcontractors and anyone entering under this Agreement (“Licensee’s Representatives”) to comply with, the following:
8.1 Damage to Property. Licensee shall be liable for and shall pay to the Authority the cost of any damage of any kind whatsoever to any property of the Authority , including loss of use thereof, arising from or in any way related to (i) the acts or omissions of Licensee or Licensee’s Representatives, or (ii) any breach by Licensee of any of its obligations under this Agreement, except for the portion, if any, of any of the foregoing which are held by a court of competent jurisdiction to have been caused solely by the gross negligence or willful misconduct of the Authority.
8.2 Third Party Property Damage or Personal Injury. The Authority and the other “Indemnitees” (described below) shall not be liable for any damage of any kind whatsoever to any property belonging to or used by Licensee or any persons entering upon the License Area under this Agreement, including loss of use of any such property, or for any injury of any kind whatsoever to any person entering upon the License Area under this Agreement, arising from any cause whatsoever, and Licensee hereby waives all claims and demands relating thereto.
8.3 Indemnification. Licensee shall, to the fullest extent permitted by law, indemnify, defend and hold the Authority and its employees, officers, directors, agents and representatives and its successors and assigns (collectively, the “Indemnitees”) harmless from and against any and all claims, losses, liabilities, costs and expenses, including attorneys’ fees (collectively, the “Claims”) whether incurred by or made against any Indemnitee, for damage to real, personal, tangible or intangible property, including loss of use of any such property, and all Claims for bodily injury, sickness, disease or death of any person, arising from or in any way related to (i) any act, omission or entry upon the License Area or other activity under this Agreement by Licensee or Licensee’s Representatives (including but not limited to any Claim by any insurance company which has paid a claim and is subrogated to the rights of the claimant), and/or (ii) any breach by Licensee of its obligations under this Agreement; provided, however, that no Indemnitee shall be entitled to indemnification hereunder for the portion, if any, of any Claim which is determined by a court of competent jurisdiction to have been caused solely by the gross negligence or willful misconduct of such Indemnitee. Payment shall not be a condition precedent to recovery under such indemnification, and a finding of liability or an obligation to indemnify shall not be a condition precedent to the duty to defend.
Section 9. Certain Definitions. For the purposes of this Agreement, the following terms shall have the meanings herein specified:
“Environmental Law ” means (i) Sections 25115, 25117, 25122.7 or 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law)), (ii) Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) Article 9 or Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (vi) Section 311 of the Clean Water Act (33 U.S.C. §1317), (vii) Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. §6903) or (viii) Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §6901 et seq.
“Hazardous Materials” means any substance, material or waste which is or becomes, prior to the Closing, regulated by any local governmental authority, the State of California or the United States Government, including, but not limited to, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” or “restricted hazardous waste” under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law)), (ii) defined as a “hazardous substance” under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a “hazardous material,” “hazardous substance,” or “hazardous waste” under Section 25501 of the California Health and Safety Code, Division 20, Chapter
6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a “hazardous substance ” under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) friable asbestos, (vii) polychlorinated byphenyls, (viii) listed under Article 9 or defined as “hazardous” or “extremely hazardous” pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as “hazardous substances” pursuant to Section 311 of the Clean Water Act (33 U.S.C. §1317), (x) defined as a “hazardous waste” pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. §6903) or (xi) defined as “hazardous substances” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §6901 et seq.
Section 10. Compliance with Laws/Permits. Licensee 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, including, but not limited to, all Environmental Laws. Without limiting the generality of the foregoing, Licensee, at its sole cost and expense, shall obtain any and all permits, which may be required by any Environmental Law or other law for any activities the Licensee desires to conduct or have conducted pursuant to this Agreement. The Authority shall provide reasonable assistance to Licensee in obtaining such permits. In the event the Licensee or its agents or employees discover any substance on the License Area which they suspect might be Hazardous Materials, Licensee shall immediately notify or cause notice to be given to the Authority, and the Licensee and its agents and employees shall immediately stop all work upon the License Area until notified by Authority that work may be resumed.
Section 11. No Real Property Interest. 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 License Area to Licensee.
Section 12. Notices. 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:
If to Authority: Housing & Community Development Department Attn: Grace Ruiz-Stepter
201 S. Anaheim Boulevard, 10th Floor
Anaheim, California 92805
TEL No. (714) 765-4324
If to Licensee:
Section 13. Governing Law. The laws of the State of California shall govern this Agreement.
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.
Section 14. Interpretation. 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.
Section 15. Amendment of Agreement. No modification, rescission, waiver, release or amendment of any provision of this Agreement shall be made except by a wr itten agreement executed by the Authority and the Licensee.
Section 16. Attorneys’ Fees. In the event of a dispute between the parties with respect to the terms or conditions of this Agreement, the prevailing party shall be entitled to collect from the other its reasonable attorneys’ fees as established by the judge or arbitrator presiding over such dispute.
Section 17. Authority Representations, Indemnities and Covenants. Authority makes no representations and warranties with respect to the License Area.
Section 18. Authorization to Sign. The person(s) executing this Agreement on behalf of Licensee represents and warrants that they are duly authorized to execute same and that Licensee is bound by the terms and conditions hereof.
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IN WITNESS WHEREOF, THE AUTHORITY AND THE LICENSEE HAVE EXECUTED THIS AGREEMENT ON THE RESPECTIVE DATES SET FORTH BELOW.
“AUTHORITY”
ANAHEIM HOUSING AUTHORITY, a public
body corporate and politic
Dated: , 2025 By:
Grace Ruiz-Stepter
Executive Director
ATTEST:
THERESA BASS, AUTHORITY SECRETARY
By:
Theresa Bass
APPROVED AS TO FORM:
ROBERT FABELA, CITY ATTORNEY
By:
Ryan O. Hodge
Deputy City Attorney
“LICENSEE”
SPECIALISTS MANAGEMENT GROUP LLC, a
California limited liability company
Dated: , 2025 By:
EXHIBIT A
MAP OF AUTHORITY PROPERTY
EXHIBIT A
EXHIBIT B
RIGHT OF WAY EASEMENT
SIAIE COLlEG.E BOUJ:EVARD
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EXHIBIT C
LICENSE AREA