Loading...
HomeMy WebLinkAboutLEE'S LAWNMOWERS .. N-2000-0 62 1::SUt\I:C~ NOT REQUIRED/WAIVED WORK MAY PROCEED THE CITY OF SANTA ANA, CALIFORNIA CLERK OF COUNCIL DATE::'J-' / ;r -UJ /,0 C l .A foil J!) AGREEMENT FOR RELOCATION OF BUSINESS THIS AGREEMENT is entered into between the CITY OF SANTA ANA, a charter city, hereinafter referred to as the "City" and PAUL X. LE and LY THI PHAN dba LEE'S LAWNMOWERS, a sole proprietorship hereinafter called "Lee's Lawnmowers" regardless of number or gender; WHEREAS, Lee's Lawnmowers was a business operator in buildings located at 810 South Bristol Street, 1345 South Bristol Street and 1415 South Bristol Street in the City of Santa Ana (hereafter collectively referred to as "the relocation sites"); and WHEREAS, by way of previous written agreements the City has acquired title to the real property at the relocation sites; and WHEREAS, the City allowed Lee's Lawnmowers to remain in place for approximtely twenty (20) months at the 1345 South Bristol Street address without rent, which the parties have factored into the compensation to be paid to Lee's Lawnmowers pursuant to this paragraph 1 of this Agreement and which does not represent an additional offset; and WHEREAS, the City and Lee's Lawnmowers have reached a full and complete agreement, including a full release of all claims together with dismissal with prejudice of the lawsuit entitled Paul X. Le and Ly Thi Phan v. City of Santa Ana, OCSC Case No. 76 33 48, which agreement excludes only Lee's Lawmowers' claims regarding relocation of business from the relocation sites; and WHEREAS, in order to finalize the transaction between the parties, each party desires to enter into this Agreement in order to resolve any and all claims related to the relocation of the business from the relocation sites; Accordingly, the parties hereto agree as follows: - 1 - '. 1. Consideration. a. City agrees to pay to Lee's Lawnmowers, and Lee's Lawnmowers agrees to accept from City, as and for full consideration and in satisfaction for any and all claims regarding the relocation of the business from the relocation sites, including without limitation, relocation assistance, relocation benefits, business goodwill, loss of business goodwill, compensation for personal property, furniture, fixtures & equipment, damages of any kind or nature, and any and all other claims known or unknown relating to the relocation of Lee's Lawnmower the total sum of FORTY THOUSAND DOLLARS AND NO CENTS ($40,000.00). b. Lee's Lawnmower shall execute a Quitclaim Deed in favor of the City, relinquishing, releasing and forever quitclaiming all right, title and interest in and to the relocation sites, including any and all improvements pertaining to the realty, improvements, furniture, fixtures and equipment, free and clear of all recorded and unrecorded encumbrances, liens, assessments, leases and taxes. Lee's Lawnmowers agrees to execute this Quitclaim Deed upon execution of this Agreement, but in no event later than June 1,2000. c. City agrees to disburse this sum to Lee's Lawnmowers no later than ten (10) working days after the following conditions are met: (i) execution of this Agreement by Lee's Lawnmowers and the City; and (ii) execution of a Quitclaim deed by Lee's Lawnmowers relating to the improvements, furniture, fixtures and equipment that were left behind at it prior tenant spaces at the relocation sites, as set forth in greater detail in paragraph 1.b., above. d. The City's payment will be made by warrant payable and delivered to Ruzicka, Snyder & Wallace, client trust account, at 130 Newport Center Drive, Suite 1000, Newport Beach, California 92660, in trust for Lee's Lawnmowers. - 2 - 2. Waiver of All Claims. a. Vacation of the Former Properties. Lee's Lawnmowers agrees that it has previously vacated its business at the relocation sites, and further agrees and warrants that as of this date it has completely vacated these properties and returned possession thereof to the City. b. Full and Complete Settlement. Lee's Lawnmowers hereby acknowledges that the consideration paid to it pursuant to this Agreement constitutes the full and complete settlement of any and all claims that Lee's Lawnmowers has or may have against the City, its officers, employees or agents relating to the City's acquisition of the relocation sites and by reason of the City's participation in the widening of Bristol Street and Lee's Lawnmowers relocation to 2115 South Bristol Street, specifically including but not limited to relocation benefits and/or assistance, and the property rights and interests so taken by the City, which include but are not limited to all improvements, all improvements pertaining to the realty, claims for loss of business goodwill, increased or lost rent, severance damages, precondemnation damages, attorneys' fees, interest, costs and any and all compensable interests or damages of any kind or nature which are in any way related to the City's acquisition of the relocation sites or the relocation of Lee's Lawnmowers. c. Release. Lee's Lawnmowers, for itself, its agents, assigns and related entities, fully releases without limitation the City, its officers, directors, attorneys, and agents and all entities related to the City (including the City of Santa Ana Community Redevelopment Agency) from all rights, claims, demands, actions or causes of action which Lee's Lawmowers knows has or may have against these released parties related in any way to the City acquisition of the relocation sites or the relocation of Lee's Lawnmower. d. Waiver of Unknown Claims. The parties hereto each hereby knowingly, voluntarily and expressly waive its or their rights under Civil Code Section 1542, which reads as follows: 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 materially affected his settlement with the debtor. - 3 - 3. Modification in Writing. This Agreement may not be modified or amended except in writing signed by the Lee's Lawnmowers and the City. 4. Severability Clause. Any provision of this Agreement that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this Agreement shall have not effect, but all the remaining provisions of this Agreement shall remain in full force. 5. Captions. Captions and headings in this Agreement, including the title of this Agreement, are for convenience only and are not to be considered in construing this Agreement. 6. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 7. Integration Clause. This Agreement contains the entire agreement between the parties respecting the subject matter of this Agreement and supersedes all prior understandings and agreements, whether oral or in writing, between the parties respecting the subject matter of this Agreement. 8. Fair Reading. The provisions of this Agreement shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 9. No Third Party Beneficiary. This Agreement is intended to benefit only the parties hereto and no other person or entity has or shall acquire any rights hereunder. 10. Further Documents. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this Agreement, without cost. 11. Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties to this Agreement. - 4 - . . 12. Recording. Recordation of any documents delivered through this transaction is authorized, if necessary and proper. 13. Authority To Sign. Each signatory to this Agreement represents and warrants to the others that they are authorized to execute this Agreement on behalf of their respective party and to make the releases and waivers contained herein. 14. Additional Documents. There parties agree to execute and file and join in the execution and filing of any and all agreements, consents or other documents reasonably necessary to effect this full and complete settlement. 15. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and, when taken together with the other signed counterparts shall constitute one Agreement, which shall be binding upon and effective as to all parties. 16. Compliance With All Laws. Nothing in this Agreement is intended, nor shall it be interpreted, to allow Lee's Lawnmowers to violate any local or state law. City acknowledges that Lee's Lawmowers has the right to conduct its business at its 2115 South Bristol Street location, and Lee's Lawnmowers acknowledges that it is obliged to comply with all local or state laws relating to the conduct of its business, including but not limited to the City's Municipal Code. 17. No Offsets. The consideration paid pursuant to paragraph 1 of this Agreement is the full amount of compensation owing to Lee's Lawnmowers and does not reflect any offsets; all offsets have already been factored into this consideration. The parties have executed this Agreement as of the as date last written below. LEE'S LAWNMOW RS DATED: 1/1~/ (1) DATED Lf/i-1/&7 z7 .LE ~k,,- L Y TRI PRAN.- - 5 - . . [signatures continued from prior page] CITY OF SANTA ANA, DATED: r--18~o.) ~ City Manager ATTEST: /...~ . . riv ~~---~ \ PatriciaE. Healy Clerk of the Council APPROVED AS TO FORM: Joseph W. Fletcher, City Attorney es Ross, Executive Director blic Works Agency - 6 -