HomeMy WebLinkAboutLOS ANGELES TIMES, INC.A- fix. + rG 3
AGREEMENT
THIS AGREEMENT, is made and entered into this S—r'4 day of January, 1993 by
and between the CITY OF SANTA ANA, a municipal corporation of the State of California
("City"), and THE LOS ANGELES TIMES, (The Times) a division of the Times Mirror Company,
a Delaware corporation.
RECITALS
WHEREAS, Orange County Holiday Parade, Inc., ("OCHP)" is a nonprofit organization
that produces the annual "Times Orange County Holiday Parade" in the City of Santa Ana;
WHEREAS, OCHP has secured a loan in the amount of $150,000 from First Interstate
Bank of California ("Bank") that must be satisfied by January 5, 1994 and such financing was
obtained based on the representation that OCHP's obligation to Bank would be guaranteed by
City and by the The Times;
WHEREAS the City has executed a guaranty in the form set forth in Exhibit A,
attached hereto and incorporated herein by reference (the "Guaranty") and subject to the
terms of this Agreement, The Times has agreed to guarantee a maximum of $150,000 of the
amount paid by City, in accordance with the terms of the Guaranty.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, the parties do hereby agree as
follows:
1. City's obligations.
(a) City shall be primarily responsible for any claim or liability which arises
from or is connected to the City's liability assumed under the Guaranty.
(b) City shall promptly serve written notice upon The Times of any claim
made pursuant to the Guaranty.
2. The Times' Obligations, If City is obligated to pay any amount under the
Guaranty, The Times' obligation shall be strictly limited to:
(a) Promptly reimburse the amount paid by City under the Guaranty, but not
exceeding $150,000 inclusive of any and all interest, penalties or other sums owing under
the Guaranty; and
(b) Each and every obligation of the Times pursuant to this Agreement shall
terminate at 5:00 p.m. on January 5, 1994, which termination shall not be extended or
otherwise affected by any notice received from the City pursuant to paragraph 1 or from any
other person.
3. Notices: All notices to be given by any party under this Agreement, shall be in
writing and addressed as follows;
{
If to The Times: Los Angeles Times
Times Mirror Square
Los Angeles CA 90053
Attention: William A. Furlow
If to the City: City of Santa Ana
P.O. Box 1988
Santa Ana CA 92702
Attention: David N. Ream, City Manager
4. Entire _Agreement, This Agreement constitutes the entire understanding
between the parties with respect to the subject matter hereof, superseding all negotiations,
prior discussions and preliminary agreements made prior to the date hereto.
5. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of California.
6. Severabilit . If any provision of this Agreement shall be held invalid, or
unenforceable, the remaining provisions small nevertheless continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this agreement the date and
year first above written.
ATTEST:
anice C. Guy
Clerk of the Council
APPROVED AS TO FORM:
Edward J. C op r
City AttoMU
APPROVED
David N. Ream
City Manager
THE CITY OF SANTA ANA
r
by:
I H. IYoung
Mayor
LOS ANGELES TIMES ORANGE
COUNTY EDITION
William A. Furlow
Director of Marketing