TERMINATION AGREEMENT

Transcription

1 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT ("Termination Agreement"), is made and entered into as of this - day of, 200-, by and between Gil Perez and Manuela Perez (collectively, "Perez"), the City of Los Angeles, a municipal corporation duly organized and existing under its charter and the constitution and laws of the State of California, and the City of Long Beach, a municipal corporation duly organized and existing under its charter and the constitution and laws of the State of California (individually, a "City" and together, the "Cities"), by and through their respective Boards of Harbor Commissioners, who jointly own certain real property located in the County of Los Angeles. RECITALS: The Los Angeles and Salt Lake Railroad Company ("LA&SL"), a corporation of the State of Utah, and its lessee, the Union Pacific Railroad Company ("UPRR"), a corporation of the State of Utah, granted Lowell H. Sherratt and Arnbrose J. Sherratt, a partnership, doing business as Honeyville Grain and Elevator Company, a lease ("Lease") on July 27, 1962, identified as UPRR Audit # 88250, for that certain property ("Lease Area") at Mile Post of the San Pedro Branch railroad right of way in the county of Los Angeles, California, for the purpose of handling and storage of grain and for roadway access. The Lease has been amended, supplemented, extended and assigned from time to time. Perez is the most recent holder of the lessee's interest in the Lease. In 1987, UPRR became successor in interest to the Lease by virtue of a merger between the LA&SL and the UPRR. On December 22,1994, the Cities acquired the San Pedro Branch railroad right of way from the UPRR and became successors to the lessor's interest in the Lease by assignment. Perez has ceased use of the Leased Area and transferred interest in certain improvements located within the Leased Area to WC Auto Body of South Gate, Inc. ("WC Auto"). WC Auto has applied to the Cities for a Joint Revocable Permit ("WC Auto JRP") to utilize the Leased Area for an auto body shop and paint spray booth. Perez now wishes to terminate the Lease and provide for a payment plan for delinquent rent ("Delinquent Rent") due the Cities. AGREEMENT: NOW THEREFORE, pursuant to a recommendation adopted by the Board of Harbor Commissioners of the City of Los Angeles at its, 200- meeting, and Resolution No. HD adopted by the Board of Harbor Commissioners of the City of Long Beach at itsjan. 14,2005 meeting, the Cities and Perez hereby mutually agree to the following: Page 1 of 6 POLB Doc. No. HD- 7273

2 1. LEASE TERMINATION. The Lease will terminate effective the date the WC Auto JRP is executed. Termination of the Lease will not extinguish the obligation of Perez to pay the Delinquent Rent as herein provided. 2. ACKNOWLEDGEMENT OF DEBT. Perez jointly and severely acknowledge that the amount of the Delinquent Rent is Eight Thousand, Eighty-Six Dollars and Twenty-Five Cents ($8,086.25). 3. PAYMENT PLAN. Perez shall make payments ("Payment Plan Payments") toward the Delinquent Rent balance to the Cities in monthly payments of Three Hundred Thirty-Six Dollars and Ninety-Three Cents ($336.93) or more, due on the first of each month, until the Delinquent Rent balance due the Cities has been extinguished. Any invoice associated with the Delinquent Rent is a courtesy and Payment Plan Payments are due as herein provided without notice. Payment Plan Payments should be made payable to 'Paragon Partners Ltd. FBO Ports of Los Angeles and Long Beach' and sent to the'citiesy property manager, Paragon Partners Ltd. 4. LATE CHARGE; DEFAULT INTEREST. Perez acknowledges that if any payment required under this Termination Agreement is not paid within ten (10) days after the same becomes due and payable, the Cities will incur extra administrative expenses, in addition to expenses incident to receipt of timely payment, and the loss of the use of funds in connection with the delinquency in payment. Because, from the nature of the circumstances, the actual damages suffered by the Cities by reason of such extra administrative expenses and loss of use of hnds would be impracticable or extremely difficult to ascertain, Perez agrees that five percent (5%) of the amount of the delinquent payment or $ (whichever is greater), and the imposition of the default interest rate provided for below, shall be the amount of damages to which the Cities are entitled, upon such breach, in compensation therefor. Perez shall, therefore, in such event, without further notice, pay to the Cities liquidated damages in the amount of five percent (5%) of the amount of such delinquent payment or $ (whichever is greater) and interest as provided below. The provisions of this Paragraph are intended to govern only the determination of damages in the event of a breach in the performance of the obligation of Perez to make timely payments hereunder. Nothing in this Termination Agreement shall be construed as an express or implied agreement by the Cities to forbear in the collection of any delinquent payment, or be construed as in any way giving Perez the right, express or implied, to fail to make timely payments hereunder, whether upon payment of such damages or otherwise. The right of the Cities to receive payment of such liquidated and actual damages, and receipt thereof, are without prejudice to the right of the Cities to collect such delinquent payments and any other amounts provided to be paid hereunder or to declare a default hereunder. Further any Payment Plan Payments owing under this Termination Agreement and not paid when due shall bear interest a rate equal to ten percent (1 0%) per annum, payable monthly on the first day of each and every month. 5. NOTICE. Any notice, demand, request, consent or communication that any party desires or is required to give to the other parties shall be in writing and either be served personally, by facsimile transmission with electronic verification of transmission or sent by prepaid, certified mail, addressed as follows: Page 2 of 6 POLB Doc. No. HD

3 To the Cities: And: With copies to: Executive Director Long Beach Harbor Department Post Office Box 570 Long Beach, California Fax No.: (562) Executive Director Los Angeles Harbor Department 425 South Palos Verdes Street San Pedro, California Fax No.: (310) The Port of Long Beach 925 Harbor Plaza Drive Long Beach, California Attention: Director of Properties Fax No.: (562) The Port of Los Angeles 425 South Palos Verdes Street Post Office Box 15 1 San Pedro, California Attention: Director of Property Management Fax No.: (3 10) Paragon Partners Ltd Bolsa Avenue, Suite 201 Huntington Beach, CA Attn: Ports ' Property Manager Fax No.: (714) Or such other Property Management firm as may be designated by the Cities from time to time. To Perez: Gil Perez and Manuela Perez 2828 Cudahy Street Huntington Park, CA Telephone: (323) Any party may change its address by notifying the other parties of the change of address in accordance with this Paragraph. Notice shall be deemed communicated upon delivery ifpersonally served or given by facsimile transmission and within seventy two (72) hours from the time of mailing if mailed as provided in this Paragraph. POLB Doc. No. HD Page 3 of 6 POLA Doc. No. LAHD

4 6. MISCELLANEOUS PROVISIONS. 6.1 Effect of Waiver. No waiver by any party at any time of any terms or conditions of ths Termination Agreement shall be a waiver at any subsequent time of the same or any other term or condition. 6.2 Governing Law; Venue. This Termination Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to the conflicts of law rules and principles of such State. The parties agree that all actions or proceedings arising in connection with this Termination Agreement shall be tried and litigated exclusively in the State and Federal courts located in the County of Los Angeles, State of California, in the judicial district required by court rules. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to or arising out of this Termination Agreement in any jurisdiction other than that specified in this Paragraph, except that the Cities or either of them may in their sole and absolute discretion file and pursue actions in other forums in order to obtain such relief as the Cities or either of them deem appropriate. 6.3 Construction; Headings. The language in all parts of this Termination Agreement shall be in all cases construed simply according to its fair meaning and not strictly for or against any of the parties. Paragraph headings in this Termination Agreement are solely for convenience of reference and shall not govern the interpretation of any of the provisions of this Termination Agreement. Whenever required by the context of this Termination Agreement, the singular shall include the plural, the plural shall include the singular and the masculine, feminine and neuter genders shall each include the other. References in this Termination Agreement to days shall mean calendar days unless otherwise expressly provided. 6.4 Severability. Each provision of this Termination Agreement shall be interpreted so as to be effective and valid to the fullest extent possible. In the event, however, that any provision contained herein shall for any reason be held invalid, illegal or unenforceable in any respect, then, in order to effect the purposes of this Termination Agreement it shall be construed as if such provision had never been contained herein. 6.5 Amendments; Waiver. No provision of this Termination Agreement shall be altered, amended, revoked or waived except by an instrument in writing signed by the party to be charged with such alteration, amendment, revocation or waiver. 6.6 Manager; Representatives. The Cities may designate one or more property managers, representatives, designees or employees to serve as their respective contact person or persons for purposes of this Termination Agreement. Page 4 of 6 POLB Doc. No. HD-7273

5 This Termination Agreement shall be effective upon the date of last execution by the Executive Directors. ACCEPTED this day of,200-. "PEREZ" Gil Perez and Manuex krez 7 By: b df-/ ~ame:-~anuela Perez 0 "CITIES" THE CITY OF LONG BEACH, a municipal corporation, acting by and through its Board of Harbor Commissioners... L&..,2ow G Richard D. Steinke, Executive Director Harbor Department Approved as to form this V,$ifiP Attorney Deputy City Attorney Page 5 of 6 POLB Doc. No. HD-7273

6 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California personally appeared personally known to me Moved to me on the basis of satisfactory evidence to be the i e subscribed to the within instrument and acted, executed the instrument. Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Corporate Officer - Title(s): Partner - Limited General Attorney-in-Fact Guardian or Conservator Signer Is Representing: Nallonal Nolary Assoclalion De Solo Ave., P.O. Box Chatswoflh, CA w.nationalnotafy.org Prod. No Reorder: Call Toll-Free

7 THE CITY OF LOS ANGELES, a municipal corporation, acting by and through its Board of Harbor Commissioners,200- By: Geraldine Knatz, Ph.D., Executive Director Los Angeles Harbor Department Approved as to form this 3~ day of rjmbz%, 2007 ROCKARq J. DQLGADILLO, City Attorney By: ity Attorney Page 6 of 6 POLB DOC. NO. HD-7273

8 Pro~osed Perez Termination Aareement Notes: -_"e Premises located northeast of 5648 S Atlantic Blvd, South Gate Fe8I YI-I..MII TI@,@@ (I