CONTRACT 3398 Other CLOSED{' e c
CITY OF EL SEGUNDO
AGREEMENT TO TERMINATE CONCESSION AND OPERATION AND
MAINTENANCE AGREEMENTS FOR THE EL SEGUNDO GOLF COURSE
This AGREEMENT TO TERMINATE CONCESSION AND OPERATION
AND MAINTENANCE AGREEMENTS FOR TH EL SEGUNDO GOLF COURSE
( "Agreement "), effective October 5, 2004, is entered into by and between the City of El
Segundo ( "City "), a California municipal corporation, and AGC LLC Holding
( "Operator "), a Delaware limited liability company.
RECITALS
WHEREAS, the City and Operator entered into a "MANAGEMENT
AGREEMENT FOR THE OPERATION AND MAINTENANCE OF THE EL
SEGUNDO GOLF COURSE AND RELATED FACILITIES" ( "Management
Agreement ") on or about July 14, 2004; and,
WHEREAS, the City and Operator entered into a "CONCESSION AGREMENT"
( "Concession Agreement ") with respect to the El Segundo Golf Course on or about July
14, 2004; and,
WHEREAS, the Operator never commenced operation under the Agreements
because it has not obtained a liquor license; and,
WHEREAS, the City and Operator mutually desire to terminate the Management
Agreement and Concession Agreement effective October 5, 2004 and all of the rights and
obligations associated with such Agreements:
NOW THEREFORE, the City and Operator do hereby covenant and agree as
follows:
1. Termination of Agreements. The Management Agreement and
Concession Agreement are terminated effective October 5, 2004 and the City and
Operator are relieved of all rights and obligations set forth in such Agreements.
Additionally, the City and Operator each agree to release any and all rights, if any, that
each may have or may acquire under or related to such Agreements, including but not
limited to claims or causes of action for damages or equitable relief of whatsoever kind or
nature (collectively "Claims "). In this connection the City and Operator also agree to
release any and all unknown Claims, if any, under the provisions of California Civil
Code section 1542, which reads:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUPSPECT TO EXIST IN HIS FAVOR AT THE
TIME OF EXECUTING THIS RELEASE, WHICH IF KNOWN BY HIM MUST
HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBOTOR.
3.7 9 .
2. Representation re Non-Assignment. The City and Operator each represent
and warrant they have not assigned, transferred or encumbered their respective rights
under the Management Agreement or the Concession Agreement.
3. Counterparts: This Agreement may be executed in counterparts, and by
facsimile, and when each party has signed and delivered at least one such counterpart,
each counterpart shall be deemed an original, and, when taken together with other signed
counterparts, shall constitute one Agreement, which shall be binding upon and effective
as to all parties.
WHEREFORE, the parties hereto have read all of the foregoing, understand such,
and agree to all of the provisions contained herein.
CITY OF EL SEGUNDO AGC LLC HOLDING, a Delaware
Limited Liability Company
1
Mayor
ATTEST:
gin
APPROVED AS TO FORM:
Mark D. Hensley, City Attorn
By
Its:
398,, j
2. Representation re Non-Assignment. The City and Operator each represent
and warrant they have not assigned, transferred or encumbered their respective rights
under the Management Agreement or the Concession Agreement.
3. Counterparts: This Agreement may be executed in counterparts, and by
facsimile, and when each party has signed and delivered at least one such counterpart,
each counterpart shall be deemed an original, and, when taken together with other signed
counterparts, shall constitute one Agreement, which shall be binding upon and effective
as to all parties.
WHEREFORE, the parties hereto have read all of the foregoing, understand such,
and agree to all of the provisions contained herein.
CITY OF EL SEGUNDO AGC LLC HOLDING, a Delaware
Limited Liability Company
Mayor
ATTEST:
Cindy Mortesen, City Clerk
By
Its:
Sep .30 04 02:40p
p.3
3j 9 g • . ,
2. Representation re Non-Assigment. The City and Operator each represent
and warrant they have not assigned, transferred or encumbered their respective rights
under the Management Agreement or the Concession Agreement.
3. Counterparts: This s Agreement and delivered
at leastlonecounterparts, counterpart,
facsimile, and when each party signed
each counterpart shall be deemed an original, and, when taken together with other signed
counterparts, shall constitute one Agreement, which shall be binding upon and effective
as to all parties.
WHEREFORE, the parties hereto have read all of the foregoing, understand such,
and agree to all of the provisions contained herein.
CITY OF EL SEGUNDO AGC LLC HOLDING, a Delaware
Limited Liability Company
Mayor
ATTEST:
!r
Cindy Mortesen, City Clerk
APPROVED AS TO FORM:
Mark D. Hensley, City Attorney
By
Its