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HomeMy WebLinkAboutSIGNATURE SPORTS 1, LLC�n' SCE NOT REQUIRED 411 WORK MAY PRO(,EED CLERK Of C0LWM COMPLIANCE AGREEMENT N-2021-175 )�x�nl""lo��� his Compliance Agreement (hereinafter "Agreement") is made and entered into on this 4—day of July 2021 ("Effective Date') by and between CITY OF SANTA ANA, a charter City and municipal corporation, and THE PEOPLE OF TEE STATE OF CALIFORNIA, by the City Attorney for the City of Santa Ana (hereinafter "City"), and SIGNATURE SPORTS 1, LLC, a California limited liability company (hereinafter "Buyer"). City and Buyer are also collectively referred to as "the Parties" herein. RECITALS WHEREAS, the City of Santa Ana has determined the property, which encompasses 904, 914, and 936 East 2nd Street, as well as two parcels without addresses, is located on Assessor's Parcel Numbers (APN) 398-473-04, 398-473-08, 398-473-09, and 398-473-12 (the "Property") to be a public nuisance and is being maintained in violation of the Santa Ana Municipal Code ("SAMC"), requiring immediate rehabilitation and/or r-pairs; and WHEREAS, on October 29, 2020, the City filed an action against the property owner, CARL P. & MARION B. STEVENS TRUST, under declaration of trust dated September 15,1989; RON STEVENS, as co -trustee; and JUDY WISLOCKI as co -trustee ("Defendants") in the Superior Court of the State California, County of Orange, Central Justice Center District known as City of Santa Ana, et al. v. CARL P. & MARION B. STEVENS TRUST, et al., Case No. 30-2020- 01167808-CU-MC NJC (the "Action"). The City's complaint in the Action includes a prayer for injunctive relief, civil penalties, attorneys' fees and costs, and other equitable relief against Settling Defendants; and WHEREAS, Defendants are the Co -Trustees of the Carl P. & Marion Stevens Trust (the "Trust") and, as such Co -Trustees, intend to distribute the Property to a beneficiary of the Trust, James Stevens. James Stevens intends to then transfer the Property to SIGNATURE SPORTS 1, LLC, a California limited liability company ("Buyer'). Buyer understands and agrees that it will assume all liabilities and claims associated with the Action; and WHEREAS, Buyer acknowledges that the Property contains multiple Santa Ana Municipal Code ("SAMC") violations and understands and acknowledges that these violations must be abated in order for the Property to be in compliance with the SAMC; and WHEREAS, the Parties seek to enter into this Agreement to ensure that Buyer will bring the Property into compliance with State laws and SAMC; and WHEREAS, concurrently with this Agreement, Defendants have entered into an agreement with City to settle the Action as set forth in Exhibit "A" and incorporated herein by this reference ("Settlement Agreement"); and WHEREAS, this Agreement is a condition prey lent to settle all disputes with Defendants with respect to the Action. 4 NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows: SECTION 1. RECITALS. The Recitals above are true and correct and incorporated into the body of this Agreement by this reference. SECTION 2. COMPLIANCE WITH IMPOSI3D SETTLEMENT CONDITIONS. This Agreement fulfills the requirement set forth in paragraph 2 of the Settlement Agreement. Buyer accepts and shall fulfill all conditions set forth in the Settlement. Buyer shall pay the Penalties, Reasonable Attorneys Fees, and Abatement Costs provided in paragraph 3 of Settlement Agreement, as well as all additional conditions and requirements in this Agreement. SECTION 3. TERMS AND CONDITIONS. The terms and conditions of this Agreement are provided herein and attached hereto as Exhibits "B" incorporated herein by this reference. SECTION4. PROPERTY MAINTENANCE' ENFORCEMENT BY THE CITY OF SANTA ANA. A. Ongoing ORerational/Maintenance Conditions. Buyer, on behalf of itself, its successors and assigns and any subsequent owner of the Property, hereby agrees to maintain and repair the following elements of the Property: 1. The Property shall be maintained in conformance with the standards generally applicable to comparable commercial businesses located within the City. The Property shall comply with operational conditions of the Santa Ana Municipal Code (SAMC) applicable during any period(s) of construction or major repair (r,.g., proper screening and securing of the construction site; implementation of proper erosion control, dust control and noise mitigation measure; adherence to approved project phasing etc.). 2. Ongoing maintenance, repair and upkeep of the Property and all improvements located thereupon shall be provided by the Buyer (including but not limited to controls on the proliferation of trash and debris about the Property; the proper and timely removal of graffiti; landscaping and related landscape improvements and the like, as applicable). 3. The Buyer shall ensure that the Property remains free from abandoned, wrecked, dismantled or inoperative vehicles or parts. This Section shall not apply to the Certified Auto Salvage that operates in the following Assessor's Parcel Numbers: 398-473-04; 398- 473-08; and 398-473-09. 4. The materials, products or equipment stored outdoors of the Property shall not be piled higher than the height of the current fence and :must not be visible from anywhere in the public right-of-way. Public right-of-way means that area of the street, roadway, parkway, or sidewalk, that is owned, maintained, or controlled by the city. I I P B. Notice of Maintenance Deficiencies Upon any failure by Buyer to perform any of the maintenance and repair obligations referenced in Section 4.A. (such failure hereinafter referred to as a "Maintenance Deficiency"), the City shall issue written notice of such Maintenance Deficiency to Buyer, as provided in Section 15 of this :Agreement. C. Maintenance Deficiencies. Buyer shall comply with any issuance of a Notice of Maintenance Deficiency within the timeframe specified by the Code Enforcement Division to cure the Maintenance Deficiency identified in such Notice. Within the timeframe specified by the Code Enforcement Division in the notice of a MaintenanceDeficiency, Buyer may submit a written request to the City seeking additional time to cure the Maintenance Deficiency. Each such written request for additional time shall describe and specify in detail (i) which tasks require additional time to complete the cure of the Maintenance Deficiency and the reason why such additional time is needed under the circumstances; (ii) what steps Buyer have already taken to commence the cure of the Maintenance Deficiency. The City, in its reasonable discretion, may grant, conditionally grant or deny any written request for additional time as determined by the Code Enforcement Manager. The City shall be under no obligation to consider untimely submitted time extension requests or requests which fail to provide any of the infbrmation required above. D. Removal of Graffiti. Buyer, on behalf ofitsolf, its successor and assigns hereby further covenants and agrees in favor of the City to keep the exterior surfaces of all structures, fixtures or other improvements located on the Property free and clear of graffiti. Graffiti shall be removed within twenty-four (24) hours following the time of its application. A failure by Buyer to remove graffiti within twenty-four (24) hours following its application on any structure, fixture or other improvement located on the Property shall be deemed to be a Maintenance Deficiency for which no farther notice under Section 4.B. needs to be given by the City. E. City May Cure Maintenance Deficiency. 1. In the event Buyer fails to cure a Maintenance Deficiency within the time allowed, the City may initiate a hearing pursuant to Chapter 3 of the Santa Ana Municipal Code. At such a hearing the hearing officer shall consider such evidence and testimony of interested persons as may be relevant to the matter. If upon the conclusion of a hearing, the hearing; officer makes a written finding that a Maintenance Deficiency exists and that'', there appears to be non-compliance with the maintenance and repair obligations referenced in Section 4.A. of this Agreement, the City shall have the right to record the notice described in Section 4.G. of this Agreement and thereafter the City may enter upon or otherwise access the Property for the purpose of curing the Maintenance Deficiency without further notice to Buyer. 2. The foregoing notwithstanding, the City, without notice to Buyer, shall have the right to enter the Property and remove graffiti, solid waste, trash, or other debris under the following two circumstances:' (i) a failure by Buyer to remove graffiti within twenty-four (24) hours following its application on any structure, fixture or other improvement located on the Property that is visible from an adjacent or contiguous public right-of-way; or (ii) a failure by Buyer to remove the accumulation of solid waste, trash, or other debris that is visible for a duration of '4 twenty-four (24) hours from an adjacent or contiguous public right-of-way or from a designated fire lane on the Property. Any sum expended by the City for the removal of graffiti, solid waste, trash, or' other debris pursuant to this Section 4.E.2. of the Agreement shall become a lien on the Property in accordance with Section 4.F. and the City shall have the right to E riforce such lien in the manner provided in Section 4.G. F. Qy's Lien Authority. Any sums expended by the City in enforcing, maintaining, repairing or replacing, curing any element of the Property as authorized in Section 4 for which a Maintenance Deficiency has been declared by the City to exist under Section 4.E, shall become a lien on the Property. The powers conferred upon City pursuant to this Section 4.F. are in addition to all other remedies which the City may have to enforce this Agreement, or any building or development project permit under other law including public nuisance abatement proceedings or any other action at law or equity. G. Enforcement of Liens by the Cif 1. The rights conferred upon the City by Buyer under Section 4 of this Agreement expressly include the power to establish. and enforce a lien or other encumbrances against the Property or any portion thereof, subject to all then existing other liens and encumbrances on the Property, in an amount reasonably necessary to reimburse the City for its reasonable costs of the necessary and reasonable costs incurred by the City under Section 4.C. to restore the Property to the maintenance standard required under this Section 4, including reasonable attorney's fees and costs of the prevailing party associated with the correction of the Maintenance Deficiency in connection with such action. If the amount of any such lien as relates to a Maintenance Deficiency is not paid within thirty (30) calendar days after written notice by the City to Buyer, demanding such payment, the City shall have the right to enforce its lien in accordance with the statutory authority referenced under this Section 4.G.1, The prevailing party in a collection or other lien enforcement action authorized by this Section 4.G. shall also have the right to collect its reasonable attorney's fees, costs and expenses associated with any action or proceeding to enforce or defend its rights hereunder. 2. In the event that the City makes a written finding that a Maintenance Deficiency exists on the Property as provided in Section 4.E, then in addition its lien powers under Section 4.G.1., the City may record a notice of correction of Maintenance Deficiency be recorded against the Property. Such a notice of Maintenance Deficiency shall refer to Section 4.E, of the Agreement, be signed by the Executive Director of the Planning and Building Agency and shall have a duration following the date of its recordation until such date the Maintenance Deficiency is corrected. H. No approval by Buyer shall be necessary for the City to establish and foreclose a lien for non-payment of amounts expended by the City to cure a Maintenance Deficiency under Section 4 of this Agreement. No failure by the City to enforce any default pertaining to the maintenance, repair or replacement of any element of the Property under Section 4 shall be deemed to be a waiver of the right or power of the City to enforce any ubsequent default thereof by Buyer. I. Priority of City Ordinances and Other Laws. Notwithstanding any provision in this Agreement to the contrary, the approval and acceptance of this Agreement by the City shall not be deemed a waiver or release of any applicable provision of any building permit or development project permit issued by the City for the improvement of the Property, or of any other applicable ordinance or law or the general police power of the City. In the event of any conflict or inconsistency between any provision hereof and any ordinance, law, or the general police power of the City, the latter shall prevail. SECTION 5. LIQUIDATED DAMAGES. In the event the City is required to bring legal action based on nuisance conditions on the Property and/or breach the terms of this Agreement within three (3) years of its execution, the Parties stipulate the imposition of a Twenty -Five Thousand ($25,000) "liquidated damages" provision awarded to City, in addition to actual fees and costs authorized by statute. Such damages shall only be awarded following a judgment with an express finding of fact that Defendants, or any of them, or their assignees, are liable and responsible for such nuisance conditions. SECTION 6. TERMINATION of AGREEM) ;NT. This Agreement shall commence on the Effective Date for a five (5) year term. This Agreement shall terminate and be of no further force or effect upon the mutual written termination of this Agreement by Buyer and City. City agrees that if Buyer (or Buyer's successors or assigns) performs all of its obligations under this Agreement with no violations that remain uncured following written notice and expiration of any applicable cure period, this Agreement shall terminate. SECTION 7. LEGAL ADVICE. Each Party represents and warrants to the other the following: they have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or having knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and they have freely signed this Agreement without any reliance upon any agreement, promise, statement, or representation by or on behalf of the ether Party, or in their respective agents, employees or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise. SECTION 8. REPRESENTATION AND WARRANTIES OF BUYER. Buyer represents and warrants for the benefit and reliance for the City as follows: A. Buyer validly exists under the laws of the State of California and is authorized to conduct business in California and is authorized to curry on its business being conducted as contemplated in this Agreement; B. Buyer has the power and authority to enter into this Agreement; C. This Agreement shall be a legal, valid and binding obligation of Buyer, enforceable against Buyer and its successors and assigns in interest in the Property, and each portion thereof, in accordance with its terms, subject to bankruptcy and other equitable principles. SECTION 9. ASSIGNMENT. This Agreement shall further provide that any Party responsible for complying with its terms shall not assign its ownership interest in the Property or any interest in any lease, sublease, license or sublicense;, unless the prospective assignee agrees in writing to assume all of the duties and obligations and responsibilities set forth under this Agreement. SECTION 10. TIME OF THE ESSENCE. Time is expressly made of the essence with respect to the performance by City and Buyer of each and every obligation and condition of this Agreement. SECTION 11. ATTORNEY'S FEES. In addition to any other remedies provided herein or available under applicable laws, if either Party to this Agreement commences an action against the other Party arising out of, or in connection with this Agreement, the prevailing Party shall be entitled to recover from the non -prevailing Party its costs of suit, including, but not limited to, its reasonable attorney's fees, expert witness fees, and costs of investigation. SECTION 12. INTEGRATION. This Agreement contains the entire understanding between the Parties relating to the transaction contemplated by this Agreement, except as otherwise provided. All prior contemporaneous agreements, understandings, representations and statements, oral or written, are merged in this Agreement and shall be of no further force or effect. Each Party is entering into this Agreement based solely upon the representations set forth herein and upon each Party's own independent investigation of any and all facts such Party deems material. This Agreement constituted the entire understanding and agreement of the Parties, notwithstanding any previous negotiations or agreements between the Parties or their predecessors in interest with respect to all or any part of the subject matter hereof. SECTION 13. SEVERABILITY. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. SECTION 1.4. AMENDMENT. No amendment, modification or supplement of this Agreement shall be valid or binding unless executed in writing and signed by both Parties, subject to City approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver shall be void and invalid. SECTION 15. NOTICES. All notices permitted or required under this Agreement shall be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose: N-2021-175 BUYER: Signature Sports 1, LLC Christopher Bryan, Chief Executive Officer 5319 University Drive hvine, CA 92612 CITY: City of Santa Ana City Attorney's Office, M-29 PO Box 1988 Santa Ana, CA 92702 Attn: Jose Montoya SECTION 16. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which together shall constitute one document. IN WITNESS WHEREOF, this Agreement is executed on the dates set forth below. CITY: Dated: d/ 14 CITY OF SANTA ANA, a charter law city and municipal corporation, duly organized and existing under the Constitution and laws of the State of California MLtine 'dge, Cary ATTEST: CITY OF SANTA ANA, a charter law city and municipal corporation, duly organized and existing under the Constitution and laws of the State of California Dated: By: Daisy Gomez, Clerk of the Council HTA Dated: APPROVED AS TO FORM: Dated: 9/9/2021 SIGNATURE SPORTS 1, LLC, a California limited liability company Astopr Bryan, Chief Exec ve Officer SONIA R, CARVALHO CITY ATTORNEY City of Santa Ana Jose Montoya Deputy City Attorney Attorney Ior Plaintiff CITY OF SANTA ANA 0 - A 02 wim SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS This Settlement Agreement and Release of All Claims (hereinafter "Agreement") is made and entered into by and between CITY OF SANTA ANA, a charter City and municipal corporation (the "City"), and THE PEOPLE OF THE STATE OF CALIFORNIA, (hereinafter "Plaintiffs"), and CARL P. & MARION B. STEVENS TRUST, under declaration of trust dated September 15, 1989; RON STEVENS, as co -trustee; and JUDY WISLOCKI as co -trustee (hereinafter "Defendants"). Plaintiffs and Defendants are also collectively referred to as "the Parties" herein or individually as a "Party." WHEREAS, the City is a city organized under the laws of the State of California, witha duty and interest in protecting the public health, safety, and welfare within the city; and WHEREAS, the Defendants are the current owner of property within Santa Ana, which encompasses 904, 914, and 936 East 2nd Street, as well as two parcels without addresses, is located on Assessor's Parcel Numbers (APN) 398-473-04, 398-473-08, 398-473-09, and 398- 473-12 (the "Property"); and WHEREAS, RON STEVENS and JUDY WISLOCKI are the current trustees of the CARL P. & MARION B. STEVENS TRUST (the "Trust"), but JAMES STEVENS, also served as a Co -Trustee of the Trust from the death of MARION B. STEVENS on August 23, 2019, up until his resignation on November 4, 2020, at which time JUDY WISLOCKI began serving as a Co -Trustee; and WHEREAS, Plaintiffs filed an action against Defendants, in the Superior Court of the State California, County of Orange, Central Justice Center District known as City of Santa Ana, et al. v. CARL P. & MARION B. STEVENS TRUST, et al., Case No. 30-2020-01167808-CU-MC- NJC (the "Action"). The City's complaint in the Action includes a prayer for injunctive relief, civil penalties, attorneys' fees and costs, and other equitable relief against Defendants; and WHEREAS, Defendants are the Co -Trustees of the Carl P. & Marion Stevens Trust (the "Trust") and, as such Co -Trustees, intend to distribute the Property to a beneficiary of the Trust, James Stevens. James Stevens intends to then transfer the Property to SIGNATURE SPORTS 1, LLC, a California limited liability company ("Buyer"). Plaintiffs and Defendants further understand (but do not represent) that Buyer intends to assume all liabilities and claims associated with the Action and will bring the Property into compliance with State laws and City of Santa Ana Municipal Codes; and WHEREAS, this Agreement is conditioned on the Buyer obtaining title to the Propertyand executing a Compliance Agreement (defined below) with the City; and WHEREAS, the Parties desire to avoid the expense, inconvenience, and uncertainties of further litigation and, therefore, the Parties have agreed, with no admission of liability by any Party, to enter into a complete and final settlement of all disputes, Claims (as defined in paragraph 3 below), and differences between them with respect to the Action; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, and to avoid unnecessary litigation, it is hereby agreed by and between the Parties as follows: TERMS OF SETTLEMENT AGREEMENT 1. Stipulation for Dismissal of Action and Request for Court to Retain Jurisdiction to Enforce Settlement Agreement. Within five (5) business days of the later to occur of the following events, the City will file a dismissal with prejudice of the Action: (a) delivery by Buyer of an executed copy of the Compliance Agreement in accordance with paragraph 2, below; (b) delivery by Defendants of an executed copy of this Agreement to Deputy City Attorney Jose Montoya; and (c) payment of the amounts identified in paragraph 3, below. 2. Compliance Agreement. Concurrently with this Agreement, the City will execute a Compliance Agreement ("Compliance Agreement") with Buyer to ensure the proper compliance with the operational restrictions, maintenance, and upkeep of the Property, improvements, and permitted uses. A copy of the Compliance Agreement is attached hereto for reference purposes only as Exhibit "A". The execution of the Compliance Agreement by Buyer is a condition precedent to satisfy the mutual release of Plaintiffs and Defendants by the other of all Claims as provided by paragraphs 6 and 7, below. The Parties aclmowledge and agree that following the full execution of the Compliance Agreement any issues related to the performance by Buyer under the terms of the Compliance Agreement shall not involve Defendants and Defendants shall have no responsibility or liability for said performance or for any other issues related to the Compliance Agreement. 3. Penalties, Reasonable Attorney's Fees, Abatement Costs. In consideration for the final settlement of this Action, and in accordance with the terms of this Agreement and Compliance Agreement, Defendants stipulate and agree that the City of Santa Ana will be paid a total of Eleven Thousand Six Hundred and Twenty Five U.S. Dollars ($11,625). This payment maybe made by Defendants or Buyer. This payment shall be made payable to the City within thirty (30) days of the execution of this Agreement. The Settlement Payment shall be made to "City of Santa Ana" as follows: City of Santa Ana, Santa Ana City Attorney's Office, 20 Civic Center Plaza, M29, P.O. Box 1988, Santa Ana, California 92702. Defendants agree that a donation of five Thousand Dollars ($5,000) will be made to Boys & Girls Club of Santa Ana, a non-profit organization. This donation may be made by Defendants or Buyer. Defendants will provide proof to the City within sixty (60) days of the making of such donation. 4. Withdraw of Lis Pendens. Upon the payment of monies outlined in paragraph 3, City agrees to withdraw the recorded Notice of Pendency of Action filed at the Orange County Clerk -Recorder's Office against the Property on December 10, 2020 so the Buyer can proceed with the purchase of the Property. 5. Transfer of Ownership. In the event that the Buyer cannot close escrow on or before September 17, 2021, Buyer cannot obtain title to the Property, and/or the Defendants retain ownership of the Property, this Agreement shall be null and void and the Action shall continue. 6. Release. (a) Notwithstanding the provisions of Civil Code section 1542, Defendants hereto hereby irrevocably and unconditionally release and forever discharge Plaintiffs and each and all of Plaintiffs' officers, agents, directors, supervisors, employees, agents, representatives, and Plaintiffs' successors and assigns and all persons acting by, through, under, or in concert with Plaintiffs from any and all charges, complaints, claims, violations and liabilities of any kind or nature whatsoever, known or unknown suspected or unsuspected ( hereinafter referred to as a "Claim" or "Claims") which Defendants at any time heretofore had or claimed to have or which Defendants at any time now or hereafter may have or claim to have, which relates or pertains to the Property in any manner and/or to the allegations contained in the complaint filed in the Action. (b) Notwithstanding the provisions of Civil Code section 1542, Plaintiffs hereto hereby irrevocably and unconditionally release and forever discharge Defendants and each and all of Defendants' officers, agents, directors, supervisors, employees, agents, representatives, trustees, prior trustees (including, without limitation, JAMES STEVENS, in his capacity as a co -trustee and former trustee), all persons acting by, through, under, or in concert with Defendants from any and all Claim or Claims which Plaintiffs at any time heretofore had or claimed to have or which Plaintiffs at any time now or hereafter may have or claim to have, which relates or pertains to the Property in any manner and/or to the allegations contained in the complaint filed in the Action. (c) The releases found in this paragraph 6 are not applicable against Buyer, on behalf of itself, its successors and assigns and any subsequent owner of the Property. 7. California Civil Code Section 1542 Waiver. With respect to the released Claims set forth herein, the Parties, and each of them, acknowledge that they have been advised by legal counsel and are familiar with theprovisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." THE SETTLING PARTIES, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVE ANY RIGHTS THEY MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT PERTAINING TO THE RELEASED CLAIMS. The Parties, and each of them, represent and warrant to the other that they execute this Agreement with full knowledge of any and all rights which they may have by reason of any of the matters described herein and they have received herein. Each Party hereby further assumes the risk of mistake of fact in connection with the true facts involved in connection with the matters described herein, and with respect to any facts which are now unknown to them relating thereto, and agrees that this Agreement shall be in all respects enforceable and not subject to termination or rescission by any such difference in facts. 8. Predecessors, Successors and Assigns. This Agreement and all terms, conditions, and obligations contained herein, including, but not limited to, the release of Claims set forth herein, are binding upon all persons having or acquiring any right or title in the Property, including any leasehold interest, or any partthereof, and any assigns and successors -in -interest of the Parties. 9. Warranty. Each of the Parties represents and warrants that none of the Claims or causes of action being released herein has been transferred, assigned, or otherwise conveyed to any other person or entity, and each of the Parties is the holder of the Claims being released by that Party. 10. Representations. Each Party further represents and warrants, as to itself, but not as to any other Party, as follows: (a) Each Party has received or has had the opportunity to receive independent legal advice from attorneys of such Party's choice with respect to the advisability of executing this Agreement and the releases provided for herein, and prior to the execution of this Agreement by each Party, that Party's attorney, if any, reviewed this Agreement and discussed the Agreement with such Party, and the Party has made all desired changes. (b) Except as expressly stated in this Agreement, each Party represents and warrants that it has not made any statement or representation to any other Party regarding any facts relied upon by said other Party in entering into this Agreement, and each Party specifically does not rely upon any statement, representation, or promise of any other Party in executing this Agreement or in making the settlement provided for herein, except as expressly stated in this Agreement. (c) Each Party and its attorney(s), if any, has had a full and fair opportunity to investigate and evaluate the transactions, documents, facts, circumstances, and disputes out of which this Agreement arises prior to entering into this Agreement, and each Party hereto and their respective attorney(s), if any, have made such investigation of the facts pertaining to this Agreement, and all of the matters appertaining thereto, as they deem necessary. (d) The terms of this Agreement are contractual and not a mere recital. (e) By signing this Agreement, each Party represents and warrants that such Party has carefully read this Agreement, that the contents hereof are known and understood by such Party, and that this Agreement is signed freely by such Party. 4 (f) Each Party executing this Agreement in a representative capacity represents and warrants that it is empowered to do so. 11. Enforcement of Settlement. The Parties agree that this Agreement may be enforced pursuant to California Code of Civil Procedure Section 664.6. 12. Attorney's Fees. Should any Party hereto institute any legal action or proceeding to enforce any provision of this Agreement or for damages by reason of any alleged breach of any provision of this Agreement, the prevailing Party shall be entitled to recover from the non -prevailing Party all costs and expenses, including, without limitation, reasonable attorney's fees, court costs, and disbursements actually and reasonably incurred in connection with said proceeding. Without limiting the generality of the immediately preceding sentence, the Parties acknowledge and agree that actions to enforce the performance of the Compliance Agreement shall not be considered an action to enforce this Agreement. 13. No Admission. This Agreement is executed pursuant to a compromise and settlement entered into by each of the Parties hereto without any admission of liability to each other, but solely for the purpose of avoiding costly litigation on disputed claims and avoiding further uncertainty, controversy, and legal expense. Without limiting the foregoing, neither the settlement of the dispute nor any consideration provided by any Party, nor anything contained in this Agreement, shall be taken or construed to be an inference or admission by any of the Parties or as evidencing or indicating in any degree the truth or correctness of any claims or defenses asserted in the Action. 14. Choice of LawNenue. This Agreement shall be governed by and construed under the laws of the State of California. If any provision of this Agreement is invalid or contravenes California law, such provision shall be deemed not to be a part of this Agreement and shall not affect the validity or enforceability of the remaining provisions. Nothing contained herein shall be construed so as to require the commission of any acts contrary to law, and wherever there is a conflict between any provisions of this Agreement and any present or future statute, law, ordinance, or regulation, the former shall be curtailed and limited only to the extent necessary to make it comply with such statute, law, ordinance, or regulation. Any action arising out of this Agreement, or the matters addressed herein, shall be brought within the Superior Court for the State of California, County of Orange. 15. Integrated Agreement. This Agreement constitutes a single integrated written contract expressing the entire agreement of the Parties. There are no other agreements, written or oral, express or implied, between the Parties, and/or their successors and assigns, with respect tothe matters released herein, except the Agreement set forth herein. Each Party to this Agreement has substantial experience with the subject matter of this Agreement and each has fully participated in the negotiation and drafting of this Agreement and has been advised by counsel of its choice with respect to the subject matter hereof. Accordingly, this Agreement shall be construed without regard to the rule that ambiguities in a document are to be construed against the drafter. 16. Section Headings. The section headings contained in this Agreement are for convenience only and shall in no way enlarge or limit the scope or meaning of the various and several sections hereof. 17. Gender and Number. Within this Agreement, words of any gender shall be held and construed to include any other gender, and words in the singular number shall be held and construed to include the plural, unless the context otherwise requires. 18. Counterpart Execution. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which together shall constitute one document. Delivery of an executed counterpart of a signature page to this Agreement or any of its exhibits by facsimile or electronic mail will be effective as delivery of a manually executed counterpart of this Agreement or any of its exhibits. 19. Severability. If any material portion of this Agreement is held to be unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect. 20. Amendments. This Agreement may be amended only by written agreement signed by all of the Parties hereto, or their respective successors or assigns. [Signatures on the following page] IN WITNESS WHEREOF, this Agreement is executed on the dates set forth below. PARTIES: Dated: CITY OF SANTA ANA, a charter law city and municipal corporation, duly organized and existing under the Constitution and laws of the State of California, and for The People of the State of California By: Kristine Ridge, City Manager ATTEST: CITY OF SANTA ANA, a charter law city and municipal corporation, duly organized and existing under the Constitution and laws of the State of California, and for The People of the Dated: State of California PROPERTY OWNERS Dated: Dated: By: Daisy Gomez, Clerk of the Council Ron Stevens, co -trustee of the Carl P. & Marion B. Stevens Trust Judy Wislocki, co -trustee of the Carl P. & Marion B. Stevens Trust [Signatures Continued on the following page] 7 APPROVED AS TO FORM: Dated: Dated: Dated: SONIA R. CARVALHO CITY ATTORNEY City of Santa Ana Jose Montoya Deputy City Attorney Attorney for Plaintiff CITY OF SANTA ANA George B. Piggott Law Offices of George B. Piggott Attorney for Ron Stevens, co -trustee of the Carl P. & Marion B. Stevens Trust Marc H. Richards, Esq. Marc H. Richards Law, APC Attorney for Judy Wislocki, co -trustee of the Carl P. & Marion B. Stevens Trust EXHIBIT B 1. Potential Buyer has expressed intent ito develop the property and remove all structures on the property, which encompasses 904, 91.4, and 936 East 2nd Street, as well as two parcels without addresses, is located on Assessor's Parcel Numbers (APN) 398-473-04, 398-473- 08, 398-473-09, and 398-473-12 (the "Property"). Structures as defined herein means anything constructed or erected which requires permanent location on the ground, or attached to something having permanent location on the ground, including signs and billboards, but not including fences or walls used as fences, six (6) feet in height or less. 2. Buyer shall remove all structures on the Property within three (3) months of the close of escrow. The City Manager or their designee may grant additional three (3) month extensions if the Buyer can demonstrate that significant progress, as determined at the City's discretion, is being made towards removing the structures on the Property. 3. If Buyer is unable to remove all structures as provided in paragraphs 1, Buyer agrees, at its own costs, to submit all necessary plans acid obtain any and all permits from the City for the installation of a block wall within sixty (60) days from the expiration of time allowed for compliance, including any extension periods granted. pursuant to paragraph 2. Buyer shall complete all required work within ninety (90) days of the issuance of permits. The City Manager or their designee may grant additional one (1) month extensions if the Buyer can demonstrate that significant progress, as determined at the City's discretion, is being made towards construction of the wall. The wall shall be built by Buyer in accordancie with paragraph 4. 4. Block Wall. Requirements. The block wall shall be at least eight feet tall around the perimeter of all 4 parcels of the Property that are violating Santa Ana Municipal Code (SAMC) Sections 8-1951(c) and 41-473(c). A greater height may be required depending on the height of materials stored on the Property. The materials, products or equipment stored outdoors shall not be piled higher than the height of the block wall and must not be visible from anywhere in the public right-of-way. Public right-of-way means that area of the street, roadway, parkway, or sidewalk, that is owned, maintained, or controlled by the city. The block wall shall be built of uniform height and material on all parcels of the Property and must conform with SAMC Chapter 41 and the Citywide Design Guidelines (e.g. setback requirements, height, landscaping, emergency egress, visibility triangles, etc.).