Seventh Amendment License Agreement (2024-27) Page 1
SEVENTH AMENDMENT TO LICENSE AGREEMENT
BETWEEN
CITY OF REDONDO BEACH
AND
NORTHROP GRUMMAN SYSTEMS CORPORATION
FOR USE OF AVIATION PARK GYMNASIUM
THIS SEVENTH AMENDMENT TO LICENSE AGREEMENT BY AND BETWEEN THE CITY OF REDONDO BEACH AND NORTHROP GRUMMAN SYSTEMS CORPORATION (this “Seventh Amendment”) is entered into between the City of Redondo Beach, a chartered municipal corporation (“City”), and Northrop Grumman Systems Corporation, a Delaware corporation (“NGSC”), as successor-in-interest to Northrop Grumman Space & Missions Systems Corp., an Ohio corporation (“NGS&MSC”).
WHEREAS, NGS&MSC and the City entered into that certain License Agreement between the City of Redondo Beach and Northrop Grumman Space & Mission Systems Corp. for Use of Aviation Park Gymnasium, (the “Original License Agreement”) between the City and NGS&MSC dated April 7, 2009, as amended by that certain First Amendment to License Agreement between City of Redondo Beach and Northrop Grumman Systems Corporation for Use of Aviation Park Gymnasium (the “First Amendment”) between the City and NGSC dated May 1, 2012, as further amended by that certain Second Amendment to License Agreement between City of Redondo Beach and Northrop Grumman Systems Corporation for Use of Aviation Park Gymnasium (the “Second Amendment”) between the City and NGSC (collectively, the “Parties”) dated April 16, 2013, as further amended by that certain Third Amendment to License Agreement between City of Redondo Beach and Northrop Grumman Systems Corporation for Use of Aviation Park Gymnasium (the “Third Amendment”) between the Parties dated August 6, 2013; as further amended by that certain Fourth Amendment to License Agreement between City of Redondo Beach and Northrop Grumman Systems Corporation (the “Fourth Amendment”) between the Parties dated February 17, 2015; as further amended by that certain Fifth Amendment to License Agreement between City of Redondo Beach and Northrop Grumman Systems Corporation (the “Fifth Amendment”) between the Parties dated March 20, 2018; as further amended by that certain Sixth Amendment to License Agreement between City of Redondo Beach and Northrop Grumman Systems Corporation (the “Sixth Amendment”) between the Parties dated October 6, 2020 (collectively, the Original License Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment and Sixth Amendment are hereinafter referred to as to the “ License Agreement”); WHEREAS, NGS&MSC assigned and NGSC assumed all of NGS&MSC’s right, title and interest to lease agreements, including, without limitation the License Agreement as of January 1, 2010; WHEREAS, the Parties wish to enter into this Seventh Amendment to amend the License Agreement which currently expires on March 31, 2024 in order to (1) memorialize NGSC’s exercise of its option to extend the term of the License Agreement for a three-year period commencing April 1, 2024, and (2) grant NGSC two additional 3-year options to extend the term of the License Agreement, as more particularly set forth herein.
NOW, THEREFORE, for the mutual promises herein contained and other good and valuable consideration, the Parties agree as follows:
Seventh Amendment License Agreement (2024-27) Page 2
1. Incorporation of Recitals; Definitions.
The recitals set forth above shall be incorporated herein as a substantive part hereof.
Capitalized terms used herein and not otherwise defined herein shall have the meanings given thereto in the License Agreement.
2. Term. Section 4 of the Original Agreement, as amended by the First Amendment, the Fourth Amendment, the Fifth Amendment and the Sixth Amendment, regarding Term shall be revised as follows:
“4. “Term. The term of this Agreement shall be extended for a period of three (3) years past its current expiration date; the new expiration date shall be March 31, 2027 unless terminated earlier by either party upon one hundred twenty (120) days prior written notice.”
3. Options to Extend. Section 5 of the Original Agreement, as amended by the First Amendment, the Fourth Amendment, the Fifth Amendment and the Sixth Amendment, regarding Options to Extend shall be revised as follows:
“5. “Options to Extend. The City hereby grants to NORTHROP GRUMMAN options to extend the Term of this License Agreement for two (2) additional periods of three (3) years each commencing from the then-applicable Expiration Date, as may have previously been extended. The option must be exercised, if at all, by written notice delivered to the City at least six (6) months prior to the expiration of the then current term. The exercise of an earlier option is required in order to exercise a later option. Each of the Option Terms shall be upon the same terms covenants, and conditions as set forth in this License with respect to the initial License Term, except the amount of the monthly Fee (as defined in Section 6 below) for each such Option Term, if exercised, shall be mutually agreed upon by the parties in their sole and absolute discretion, but shall be bargained for in good faith, promptly following the City’s receipt of NORTHOP GRUMMAN’s written notice of exercise of the option to extend.”
4. Fees. Effective April 1, 2024, Section 6 of the Original License Agreement, as amended by First Amendment, the Fourth Amendment, the Fifth Amendment and the Sixth Amendment, regarding Fees shall be deleted and replaced with the following:
“6. “Fees. For the period April 1, 2024 through March 31, 2027, NORTHROP GRUMMAN shall pay a total monthly fee (each a “Fee”) in the following amounts:
Period Dates Monthly Fee
Year 1 April 1, 2024 – March 31, 2025 $10,156.12
Year 2 April 1, 2025 – March 31, 2026 $10,359.00
Year 3 April 1, 2026 – March 31, 2027 $10,566.00
The Fee set forth above shall be all inclusive for the Base license fee for the exclusive use of the Fitness Center (G-7, G-8 and G-9); Maintenance fee for use of the Restroom/Locker Room area; and License fee for use of the Large and Small Gyms and Dance Room during the days and hours set forth below except holidays.
Seventh Amendment License Agreement (2024-27) Page 3
Monday Tuesday Wednesday Thursday Friday
Large and
Small Gyms
11:30am –
1:30pm
11:30am –
1:30pm
11:30am –
1:30pm
11:30am –
1:30pm
11:30am –
1:30pm
Dance
Room (G-3)
12:00 –
1:00pm
4:45 –
5:45pm
12:00 –
1:00pm
5:30 –
6:30pm
12:00 –
1:00pm
4:45 –
5:45pm
12:00 –
1:00pm
4:45 –
5:45pm
12:00 –
1:00pm
5:30 –
6:30pm
The Fee for each month is due no later than ten (10) days after the beginning of such month and shall be paid by check made payable to:
City of Redondo Beach
Community Services Department
1935 Manhattan Beach Blvd.
Redondo Beach, CA 90278
Attention: Robert Pierce
In the event the Fee is not paid within thirty (30) days of receipt of invoice, there shall be a late charge of five percent (5%) of the monthly Fee due.
Such charge shall be imposed not as a penalty, but as a compensation for the administrative costs resulting from such delay.”
5. Utilities, Custodial, Keys. Section 7 of the Original License Agreement, as amended by the First Amendment and the Second Amendment, regarding Utilities, Custodial Service, Keys shall be deleted, renamed and replaced with the following:
“7. Utilities, Custodial Service, Keys/Card Reader Device, Fiber Optic Line/PVC Conduit. Except as otherwise set forth herein, the City shall, at no additional charge to NORTHROP GRUMMAN, furnish electrical, light, water and heat to the Licensed Premises. The City shall furnish daily custodial services Monday through Friday for the Large and Small Gymnasiums, Dance Room and Restroom /Locker Room portion of the Licensed Premises. NORTHROP GRUMMAN shall provide custodial services to the Fitness Center (Rooms G-7, G-8 and G-9).
NORTHROP GRUMMAN shall pay for all costs associated with the continued use of the Heating, Ventilating and Air Conditioning (“HVAC") unit added to the Fitness Center portion of the Licensed Premises in 2008.
Commencing April 1, 2024, NORTHROP GRUMMAN shall reimburse the City for the electrical usage of the HVAC unit at a rate of $300.00 per month (“Monthly HVAC Reimbursement”). Northrop Grumman shall pay the Monthly HVAC Reimbursement in addition to the Monthly Fee during the Term.
Promptly following the full execution and delivery of this Seventh Amendment but in no event later than May 1, 2024, NORTHROP GRUMMAN shall reimburse the City in the amount of $8,100.00, payable Seventh Amendment License Agreement (2024-27) Page 4
in lump sum, for cost of NORTHROP GRUMMAN’s actual electrical usage of the HVAC unit for the Fitness Center portion of the Licensed Premises for the period of the Term beginning April 1, 2019 through March 31, 2024 (“Past HVAC Reimbursement”). This lump sum payment shall be the full and final payment of the Past HVAC Reimbursement and shall constitute the full and final settlement of a disputed sum.
All HVAC equipment installed by NORTHROP GRUMMAN shall be 100% maintained by NORTHROP GRUMMAN for the term of the License Agreement. All HVAC equipment, LED lighting, and overhead fans installed as part of the Fitness Center portion of the Licensed Premises shall be left in place and become the sole property of the City of Redondo Beach upon expiration or termination of the License Agreement or any extension or follow-on thereto.
The City acknowledges NORTHROP GRUMMAN installed a card reader which restricts access to the Fitness Center portion of the Licensed Premises to those possessing NORTHROP GRUMMAN issued key cards in accordance with the diagram attached as Exhibit “A” to the Third Amendment. NORTHROP GRUMMAN paid all costs associated with the installation, operation and maintenance of the card reader. NORTHROP GRUMMAN also paid all costs of installation of the fiber optic line, PVC conduit, new overhead fans, and replacement of the existing lighting with LED lighting, including, but not limited to, all construction costs, permit fees, the preparation and recordation of an easement, plan check fees and any other fees or costs associated with such installation. The installation of the card reader, fiber optic cable, PVC conduit, new overhead fans, and LED lighting by NORTHROP GRUMMAN shall comply with any and all requirements from the City's Community Development, Public Works, Fire, Police and City Attorney's Departments as well as all applicable City, State and Federal legal requirements. Upon termination or expiration of this Agreement, NORTHROP GRUMMAN shall remove the card reader and fiber optic line, but not the LED lighting, overhead fans or PVC conduit which was placed in order to operate the card reader. The PVC conduit, LED lighting and overhead fans shall be left in place and become the sole property of the City. NORTHROP GRUMMAN shall be responsible for all costs associated with the removal of the card reader and fiber optic line.”
6. Notices. Section 13 of the Original License Agreement, as amended by the Sixth Amendment regarding Notices shall be deleted and replaced with the following:
“13. Notices. Except as expressly provided in this Agreement, any notices required or permitted to be given under the terms of this Agreement (“Notice” or “Notices”), shall be given by either party to the other hereunder in writing, and shall be effective if: (A) delivered by a nationally recognized overnight courier, or (B) delivered personally. Any Notice shall be sent and delivered to the City or NORTHROP GRUMMAN at the appropriate addresses set forth below, or to such other place as the City or NORTHROP Seventh Amendment License Agreement (2024-27) Page 5
GRUMMAN from time to time may designate in a Notice to the other. Any Notice shall be addressed as follows:
If to NORTHROP GRUMMAN:
Mandatory copies to:
Northrop Grumman Systems Corporation
2980 Fairview Park Drive
Falls Church, Virginia 22042-4511
Attention: Law Department – Real Estate Legal Notices
and
Northrop Grumman Systems Corporation
One Space Park, M/S: D2
Redondo Beach, CA 90278
Attention: Corporate Real Estate – Legal Notices
Any Notice to the City shall be addressed as follows:
City of Redondo Beach
Department of Recreation & Community Services
1922 Artesia Blvd.
Redondo Beach, CA 90278
With copies to:
City Attorney
City of Redondo Beach
415 Diamond Street
Redondo Beach, CA 90277”
7. Insurance. Section 11 of the Original License Agreement shall be deleted and replaced with the following:
“11. Insurance. NORTHROP GRUMMAN shall, at its own cost and expense, maintain during the term hereof General Liability Insurance issued by an insurance company acceptable to City. Said Liability Insurance shall cover Bodily Injury, Property Damage, and Personal Injury with limits of not less than $2,000,000 for each occurrence, insuring Seventh Amendment License Agreement (2024-27) Page 6
against all liability of NORTHROP GRUMMAN arising out of and in connection with NORTHROP GRUMMAN’s use of the Licensed Premises.
Said policies of Liability Insurance shall include the following:
a. An endorsement naming the City, its elected officials, officers, employees, agents, and members of boards and commissions as additional insureds. b. An endorsement providing that such insurance as is afforded under the policy is primary insurance as respects NORTHROP GRUMMAN and that any other insurance maintained by NORTHROP GRUMMAN is excess and non-contributing with the insurance required hereunder.
c. A provision waiving any right of subrogation against the City, its elected officials, officers, employees, agents, and members of boards and commissions.
NORTHROP GRUMMAN shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this Section. Standard ISO forms which shall be subject to City approval and amended to conform to the City’s requirements may be acceptable in lieu of City-authorized forms. All certificates of endorsements are to be received and approved by the City as a condition of this Seventh Amendment to the Original License Agreement.
In the event that NORTHROP GRUMMAN fails to pay the required premiums, the City, at its option, may do so and the amount of such premiums paid by the City shall be deemed additional rent. Nothing in this Section limits or modifies NORTHROP GRUMMAN’s indemnity obligations as set forth in the License Agreement.
8. Except as modified herein, all other terms and conditions of the License Agreement shall remain in full force and effect. The License Agreement, as amended herein, shall constitute the entire agreement between the Parties and supersede any previous written or oral agreement. In the event of any inconsistency between the terms of this Seventh Amendment and the terms of the License Agreement, the terms of this Seventh Amendment shall govern.
[Signatures on Following Page]
Seventh Amendment License Agreement (2024-27) Page 7
AS14221.0862592 4882-7262-8364v8
IN WITNESS WHEREOF, the City and Northrop Grumman have entered into this Seventh Amendment as of this 2nd day of April, 2024.
CITY OF REDONDO BEACH NORTHROP GRUMMAN SYSTEMS
CORPORATION
James A. Light. Mayor A.J. Paz
Corporate Director of Real Estate
Attest:
Eleanor Manzano, City Clerk
Approved:
Diane Strickfaden, Risk Manager
Approved as to Form:
Michael W. Webb, City Attorney