HomeMy WebLinkAboutContracts & Agreements_37-1993_CCv0001.pdf Recording Requested By
After Recording Return to
Wells Fargo Bank, N.A.
Corporate Properties Group
Suite 840
333 South Grand Avenue
Los Angeles, CA 90071.
Att: Frady W. Joe, Esq.
TERMINATION OF LEASE ANIS RELEASE
THIS AGREEMENT OF TERMINATION OF LEASE AND RELEASE
("Agreement") is entered into as of the 15th day of September, 1993
by and between THE PROGRESS GROUP, a California limited
partnership by Redlands Redevelopment Agency, its successor in
interest, herein referred to as "Landlord" , and WELLS FARGO BANK,
N.A. , successor in interest to Crocker National Bank, herein
referred to as "Tenant" .
THE PARTIES ENTER THIS AGREEMENT on the basis of the
following facts, intentions and understandings:
A. On June 19, 1975, Landlord entered into that certain
Lease ("the Lease" or "Lease") , with Tenant, for a term of twenty
(20) years, for certain space within the retail shopping center
known as Redlands Plaza, situated in the City of Redlands, County
of San Bernardino and State of California, located at 2 East
Citrus, Redlands, California ("The Premises") . See description
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attached hereto and made a part hereof as Exhibits A, B and C.
The expiration date of the Lease is December 12, 1994.
B. Tenant has purchased another location to which it
desires to relocate its business operations and it therefore no
longer desires to be subject to the terms, conditions and
agreements established by the Lease, and consequently it desires
to terminate its obligations thereunder. Accordingly, it is the
purpose and intent of this Agreement to terminate said Lease and
to set forth the terms and provisions by which Tenant will
surrender The Premises to the Landlord for Landlord's acceptance.
Upon the surrender and acceptance, the obligations of both
parties under the Lease shall be deemed terminated and both
parties shall be released from any and all future liability
arising out of the terms and provision of the Lease.
C. There have been no amendments to the lease.
D. The Lease is presently in full force and effect,
neither Landlord nor the Tenant is in violation or breach of any
of the terms and provisions thereof and there is no rent past due
or other monetary obligation owing by Tenant to the Landlord.
NOW, THEREFORE, for good and valuable consideration,
including the mutual promises of the parties herein contained,
the Landlord and Tenant agree as follows:
1. TERMINATION OE LEASE AND SMEWL)ER OF- PREMISES.
Subject to the terms and conditions set forth in this Agreement,
Tenant's right to possess The Premises shall terminate on the
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date on which this Agreement is executed by
the last party
required to sign (the "Effective tate") . Tenant agrees to vacate
and surrender The Premises and deliver possession of The Premises
to Landlord free and clear of any subleases, tenancies or other
possessory interests on the Effective gate (the "Surrender") , and
Landlord accepts the Surrender as of the Effective Date and
releases Tenant from any and all liability arising under or out
of the Lease after said date. Tenant may obtain an extension of
time to vacate the Premises upon a written request for an
additional thirty (3o) day period.
CONSIDIRATIoN. The consideration for the termination of
.
this lease by Landlord is based upon the mutual covenants and
promises herein set forth. Tenant shall not be required to pay
monetary compensation but it shall continue to pay all rent and
other charges which may be owing or come due up to and including
the Effective Date.
a. As of the Effective gate of this Agreement, Tenant
shall have no further obligation to the Landlord for payment of
any Minimum Annual Rental or other rental, taxes, utility
charges,
insurance premiums, common area maintenance charges, or
other monetary obligations imposed upon Tenant which became due
or owing after the Effective Bate of this Agreement under any
term or condition of the Lease or arising by reason of any act or
omission of Tenant.
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b. Nothing in this Agreement shall limit or affect
Tenant's indemnity of Landlord or Landlord's indemnity of Tenant,
as set forth in the Lease, for action, events, or liability
arising prior to the Effective Date of this Agreement.
3. RELEASE OF TENANT FROM ORLIGATION TO RE-MOVE FIXTURES.
Except as is provided in the Lease, Tenant shall have no other
obligation to remove fixtures and improvements, or to clean and
restore The Premises.
4. WARRANTIES. Landlord and Tenant warrant and covenant
that as of the date of this Agreement, and as of the date of the
Effective Date, the following warranties are and shall be true
and correct in each and all respects:
a. Tenant possesses full power and authority to
convey the entirety of Tenant's interest under the Lease without
the necessity of consent from any person not a party to this
Agreement.
b. No person not a party to this Agreement has any
right, title or interest in or to Tenant's interest in the Lease,
whether contingent or vested.
C. The Premises will be surrendered by Tenant to
Landlord free and clear of any rights of possession by Tenant,
and free and clear of any and all liens, encumbrances, claims or
interests of any nature or kind; placed or caused to be placed
thereon by Tenant.
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d. To the best of its knowledge, Tenant is not in
default under, nor in breach of, any term or provision of the
Lease, and The Premises are in good order and repair as required
by and in full conformity with the terms of the Lease.
e. The Landlord as named herein has the full power
and authority to enter into this Agreement, accept the
consideration as herein set forth, and to terminate the Lease and
all obligations of Tenant thereunder and to release the Tenant
from any and all future liability for performance of any of the
obligations set forth in the Lease or arising out of said Lease.
f. To the best of its knowledge, Landlord is not in
default under, nor in breach of any term or provision of the
Lease.
5. TERMINATION. The lease shall terminate as of the
Effective Date and both parties hereto shall be fully and
unconditionally released and discharged from their respective
obligations to perform the terms, covenants and conditions set
forth in the lease after said date except as otherwise set forth
herein.
6. RELEASE. Both Landlord and Tenant release and
discharge the other from any and all claims, demands, actions,
proceedings, judgments and expenses of whatever nature, type or
legal theory, including attorneys' fees and expenses of
litigation arising out of the negligence of either party or a
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violation or breach by either party of the terms and provisions
of this Agreement or the Lease after the Effective Date.
Landlord agrees and covenants to hold Tenant harmless
from any claims, demands, actions, proceedings, judgments and
expenses of whatever nature, type or legal theory, including
attorneys' fees and expenses of litigation which may arise or
occur pursuant to the terms and provisions of the Lease or
arising therefrom, after the Effective Date not resulting from
Tenant's conduct or negligence after said date.
Tenant agrees and covenants to hold Landlord harmless
from any claims, demands, actions, proceedings, judgments and
expenses of whatever nature, type or legal theory, including
attorneys' fees and expenses of litigation which arose or
occurred during the term of the Lease and arising out of said
Lease, its terms and provisions or relating thereto, prior to the
Effective Date.
Without in any way limiting the foregoing, Tenant
agrees and covenants to hold Landlord free and harmless from all
claims, costs and expenses relating to relocation benefits,
payments or assistance to Tenant or any person or entity claiming
through or under Tenant arising out of the termination of the
Lease and the relocation of Tenant (or any other person or
entity) from the Premises pursuant to this Agreement.
Except as provided in Sections 2 (a) and 2(b) , it is the
intention of both Landlord and Tenant that this release shall be
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effective with respect to each and every claim, demand,
liability, judgment, cause of action or expense specified above,
whether known or unknown, and in furtherance of this intention,
both parties waive all rights and benefits under Section 1542 of
the Civil Code of the State of California which provides:
"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, WHICH IF KNOWN By
HIM MUST HAVE AFFECTED HIS SETTLEMENT WITH THE DEBTOR. "
7. SURRENDER. As of the Effective Date, Tenant shall
surrender possession of the Premises to Landlord, in the
condition required pursuant to the Lease.
S. MISCELLANEOUS.
a. Attorney -Fees. In any action or proceeding which
Landlord or Tenant may be required to prosecute to enforce its
respective rights hereunder, the unsuccessful party therein
agrees to pay all costs incurred by the prevailing party therein,
including reasonable attorneys' fees to be fixed by the court,
and said costs and attorneys, fees shall be made part of the
judgment in said action.
b. Entire Agreement. This agreement contains all of
the covenants, conditions and agreements between the parties and
shall supersede all prior correspondence, agreements and
understandings, both oral and written.
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C. Authority. Each individual executing this
agreement on behalf of a corporate entity, partnership or
association represents and warrants that he or she is duly
authorized to execute and deliver this agreement on behalf of
said entity, and to thereby bind such entity to this agreement.
d. Paj:ggr9Rh-Headings. The paragraph headings used
in this Agreement are for purposes of convenience only, and shall
not be construed to limit or to extend the meaning of any part of
this Agreement.
e. Notices. Any notice, demand, approval, consent,
or other communication ("Notice") required or desired to be given
under this Agreement in writing shall be personally served or
given by certified or registered mail, deposited in the United
States Mails, postage prepaid, addressed to the party at the
address set forth below. Any Notice given by certified or
registered mail as aforesaid shall be effective upon receipt or
attempted delivery as shown by the return receipt. Personal
service may be by messenger, courier, express service, such as,
but not limited to, Federal Express or telegram. Either party
may change its address for Notice by notice to the other as is
herein provided.
To Landlord: To Tenant:
The Progress Group Wells Fargo Bank
c/o Redlands Redevelopment Agency Corporate Properties Group
P. G. Box 3005 333 South Grand Avenue
Redlands, CA 92373 Suite 840
Attention: Gary Luebbers Los Angeles, CA 90071
Attention: Manager
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ME
ti
f. S10 ss S� This Agreement and all of its
r
terms, covenants, and conditions shall be binding upon and inure
to the benefit of the successors and assigns of Landlord and
Tenant.
g• ;cat;O This Agreement may
be modified,
amended, or rescinded only by a written agreement executed by
each party and only to the extent set forth therein.
h. o> ernncs bac . This Agreement shall be governed
by and construed in accordance with the lags of the State of
California.
i` everab' 1iy. In the event any of the
provisions, or any portions thereof, of this Agreement are held
to be unenforceable or invalid by any court of competent
Jurisdiction, the validity and enforceability of the remaining
provisions, or portions thereof, shall not be affected thereby.
9. EXEC IC31. This Agreement may be executed in several
duplicate counterparts, all of which shall constitute one
instrument and each of which shall constitute an original of this
Agreement for all purposes. For reference purposes this
Agreement shall be dated as of the date of the last party to
sign,
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IN WITNESS WHEREOF, the parties hereto have executed this
agreement as of the date set forth opposite their signatures.
LANDLORD TENANT
THE PROGRESS GROUP WELLS FARGO BANK, N.A.
By: Redlands Relevelopmant Ey
Agency w `
Eye name printed
rlesC%�B ry Its
name printed
Its Chairman Ey
name printed
Ey:j '
Its
Lor-r e Poyzer /`.
name printed
Dated:
Its Secretary
Dated: September 16, 1993
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a
STATE OF CALIFORNIA }
ss.
COUNTY OF SAN BERNARDINO )
On Sept. 16, 1993 , before me, B. Sanchez
_ Notary Public , personally appeared Charles G. Depjr yn
and Lorrie Po zer , personally known to
me (or proved to me on the basis of satisfactory evidence) to be
the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the
same in his/her/their authorized capacity(ies) , and that by
his/her/their signature(s) on the instrument the persons)
the entity upon behalf of which the s or
erson
the instrument. P ( ) , acted, executed
WITNESS my hand and official seal.
;O;F:�TXCIAL szu.Signature NCHEZ
�' • N �I� CJ�L1FQpHiAP0NO COUNTYMp m.Iowm*.lp.!
STATE OF CALIFORNIA )
ss.
COUNTY OF LOS ANGELES )
On , before me,
personally appeared
me or , Personally known to
( proved to me on the basis of satisfactory evidence) to be
the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the
same in his/her/their authorized capacity(ies) , and that by
his/her/their signature(s) on the instrument the persons)
the entity upon behalf of which the s or
erson
the instrument. p ( ) , acted, executed
WITNESS my hand and official seal.
Signature
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