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HomeMy WebLinkAboutPOPULAR MEDICAL CLINIC & POPULAR PHARMACY & GASTON & RUTH CILLIANI LIVING TRUST 1 - 2007 )iiSUfI,lt"i Ii: , 'Ie v :.' .,I(jCLL.: eLl.:!,,\ Of CUvr\1ClJ. DATE: APR 1 0 2007 , Nit (;iI) This BUSINESS RELOCA nON AGREEMENT (hereinafter "Agreement"), entered into on O. A(ffi 1"2 ,2007, between the City of Santa Ana, as charter city and municipal U(. :Ji:lVj~ corporation duly organized under the Constitution and laws of the State of California (hereinafter "City"), and Popular Medical Clinic, a California corporation (hereinafter "Clinic"), and Popnlar Pharmacy, a sole proprietorship owned by Diana Nguyen (hereinafter "Pharmacy"), and the Gaston and Ruth Cilliani Living Trust, dated February 31,1991 (hereinafter "Owner" or "Trust"), by and through Gaston and Ruth Cilliani, Co-Trustees ofthe Trust. The City, Clinic, Phannacy and Trust shall be collectively referred to as the "Parties", and the Clinic and Pharmacy, together, shall collectively be referred to as "Relocation Benefit Claimants" or "Claimants". A-2007-076 BUSINESS RELOCA nON AGREEMENT RECITALS A. Clinic operates a business commonly known as the Popular Medical Clinic, and is an occupant of real property and improvements located at 420 S. Bristol Street, Santa Ana, California, more specifically described in Exhibit "A", attached hereto (hereinafter "Property") . B. Pharmacy operates a business commonly known as Popular Pharmacy, and is an occupant of real property and improvements located at the Property. C. The Property is located within the Area of the Bristol Street Widening Project from Pine Street to McFadden A venue and the City intends to acquire a portion of the Property for a public use. D. The Parties' rights and obligations with regard to the Relocation Benefits associated with and pertaining to the acquisition of the Property by City are in dispute. The Parties desire to establish their respective rights and obligations with regard to the Parties' Relocation Benefits pertaining to the acquisition of the Property by City upon the terms and conditions set forth below. NOW, THEREFORE, in addition to the compensation to be paid by City to Owner, as referenced in the Purchase and Sale Agreement and Bilateral Escrow Instructions (hereinafter "PSA"), the Parties agree as follows: A. The Claimants, collectively, are entitled to Relocation Benefits in the total sum of Two Hundred Fourteen Thousand and NO/lOO Dollars ($214,000). B. Relocation benefits referenced in paragraph A, above, shall be paid to Owner. Owner and Claimants agree that these monies shall be used to prepare Claimant's replacement site and shall be used to move Claimant's business property into the replacement site. C. Payment of relocation benefits referenced in paragraph A & B, above, shall constitute the full and complete payment of any and all relocation benefits owed by City to Owner and/or Claimants. D. Payment by City to Owner will be paid upon the occurrence ofthe following: Business Relocation Agreement Page I of5 ]. Claimants shall submit to the City a claim for the relocation of Claimants, and upon receipt and approval by City of said claim, the Claimants shall be paid $] 2,000 for planning costs associated with the move. 2. The Claimants have completed, signed and delivered to City the City's "Claim for Re- establishment Expense Form" for $10,000. 3. The Claimants have completed, signed, and delivered to City the City's "Claim for Moving Expense Form" for $190,000. 4. The Claimants have completed, signed, and delivered to City the City's "Claim for Searching Expense Form" for $2,000. E. The claims for payment as referenced above shall be submitted within eighteen (18) months of the date Claimants move from the Property. F. Owner shall construct a new building site at its sole cost and expense, which shall be ready for Claimants to move in to with no "down time" and shall execute rental agreements with Claimants containing the same rental terms, conditions and contract rents as are currently reflected in the existing rental agreements between Owner and Claimants. G. Neither City, nor any employee, officer, or agent of City, shall be responsible, or held liable for any damage or liability occurring by reason of any act or omission to act by Claimants under or in connection with th is Agreement. It is also understood and agreed by the Parties hereto that the Claimants shall fully indemniry, defend, and hold harmless City and its consultants and Agents, from any and all liabilities created due to injury or damage to the Property, which may occur by reason of any act or omission to act by Claimants in connection with this Agreement. H. Pharmacy agrees to forever waive any and all rights or claims it may now or in the future have against City to compensation for business goodwill and/or severance damages. I. All notices, requests, demands and other communications required or permitted to be given under this Agreement shall be in writing and shall either be delivered personally or be sent by telegram, facsimile, or by regular or certified first class mail, postage prepaid, deposited in the United States mail, and properly addressed to the recipient Party at its address set forth below, or at any other address that the Parties may designate by written notice to the other Party: To City: City of Santa Ana Public Works Agency 20 Civic Center Plaza M-36 Santa Ana, CA 92702 Attention: Souri Amirani To Clinic: Popular Medical Clinic, Inc. Attn: Gaston and Ruth Cilliani 2544 S. Wilson Tustin, CA 92701-1268 Business Relocation Agreement Page 2 of5 To Pharmacy: To Owner: With copy to: Popular Pharmacy Alln: Diane Nguyen 420 S. Bristol Street Santa Ana, CA 92702 The Gaston and Ruth Cilliani Trust dated February 31, 1991 Alln: Gaston and Ruth Cilliani, Co-Trustees 2544 S. Wilson Tustin, CA 92701-1268 Gaston and Ruth Cilliani 2544 S. Wilson Tustin, CA 92701-1268 Business Relocation Agreement Page 3 of5 '. J. This Agreement may be executed in counterparts, each of which 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. IN WITNESS WHEREOF, the Parties to this Agreement have executed this Agreement as of the date first written above. CLINIC: Popular Medical Clinic, a California corporation By:/~a~__ ffi Date__ Its: . PHARMACY: Popular Pharmacy, a California sole proprietorship By: ,/ /tt {,/ Its: Date ~( {( D Y OWNER: The Gaston and Ruth Cilliani Living Trust, dated February 31, 1991 By: ~z. t~~-; Date Gaston Cilliani, Co-Trustee c2zl ~ B~ "\ Date1J3-0b-o?- /Ruth Cilli ni, ~stee CITY OF SANTA ANA ~. City Manager Date APPROVAL TO FORM: Joseph W. Fletcher City Attorney Business Relocation Agreement Page 4 of 5 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF SANTA ANA, AND IS DESCRIBED AS FOLLOWS: The easterly 35 foot-wide strip of land Lot 1 of the Sepulveda Tract, as shown on a map recorded in Book 31, Page 197 of Deeds, in the Office of the County Recorder of Los Angeles County, California, described as follows: Beginning at the Southeast corner of said Lot 1, said point being on the East line of Section 14, Township 5 South, Range 10 West, in the Rancho Santiago De Santa Ana; thence North 0 17' East, 146.70 feet along the East line of said Section; thence Westerly 176.03 feet to a point which is North 143.50 feet from the South line of said Lot 1; thence Southerly 143.50 feet to a point on the South line of said Lot 1, said point being West 176.00 feet from the Southeast corner of said Lot 1; thence East 1760.00 feet to the point of beginning. PORTION OF APN: 007-302-22