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HomeMy WebLinkAbout25E - BRISTOL STREET CORRIDOR REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: FEBRUARY 16, 2010 TITLE: APPR'~VED PURCHASE AGREEMENTS FOR BRISTOL As Recommended STREET CORRIDOR (PROJECT NO. 08- 's Amended 17 0 0 ) L, Jrdinance on 151 Reading ? Ordinance on 2"d Reading ? Implementing Resolution ? Set Public Hearing For CONTINUED TO ~ _r ~7`c'~c FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize the City Manager and Clerk of the Council to execute the attached purchase and sale agreements, subject to nonsubstantive changes approved by the City Manager and City Attorney, with the following parties: • Purchase and sale Agreement for the property at 418 N. Bristol Street, owned by 1650 So State College LLC (El Comedor Restaurant), for $1,607,105. • Relocation Settlement Agreement with El Comedor Restaurant, relocated from 418 N. Bristol Street, for $592,895. • Relocation Settlement Agreement with Bristol Chiropractic, relocated from 716 N. Bristol Street, for $230,000. DISCUSSION On March 6, 2006, the City Council approved the cooperative agreement between the City and the Orange County Transportation Authority to fund Bristol Street improvements from Warner Avenue to Seventeenth Street. The first phase of the project, between Pine and McFadden, is currently under construction and is expected to be completed by July 2010. Public Works is currently acquiring property for the second phase of the project, between Third and Civic Center. To accommodate the widening for the second phase, acquisition of the entire property located at 418 N Bristol and relocation the El Comedor 25E-1 Purchase Agreements For Bristol Street Corridor February 16, 2010 Page 2 restaurant (Exhibit 1) is required. The City purchased the property at 716 N. Bristol in 2009 and the tenant, Bristol Chiropractic, needs to be relocated. The compensation amounts are the appraised values prepared by an appraiser licensed in the State of California. ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the proposed project has been determined to be adequately evaluated in the previously prepared Environmental Impact Report/Environmental Impact Assessment EIR No. 89-O1 approved by City Council in 1990. FISCAL IMPACT Funds are appropriated in the Select Street Construction Fund (account unit 05917661-66220). APPROVED AS TO FUNDS AND ACCOUNTS: ,~Q / Raul Godine II Francisco Gutierrez Executive D ector Executive Director Public Works Agency Finance & Management Services Agency 25E-2 LEGEND SUBJECT PROPERTIES ACQUIRED PROPERTIES MATCHLINE SEE BOTTOM RIGHT CIVIC C~VTER DR I i i i ------_i WA8FNCITON ST - i i i i i i ' 7TMgT i i i i i 12TH 8T I I I I KTB ---~--~-L-- I I I I ~ ~ 1 I II I I I I I I i ~ 1 - - - I I I I I I I I I 6TH ST fTrH ST I i I i I i --1 ~ i i i li i ~i i i - I I I I I I I I 5TH ST 10TH ~ I I I I I I I I I I I - r-1--~--L- -r--t--1 i i i i - - 911-18T 8ANTA ANA BLVD - i i i i i i i i i i I i i i i i i i i t--~--j 'r---~---~--i-~ I i i i i I i i i- I i i i i i i i i 3RD ST CIVIC CENTER DR • MATCHLINE SEE TOP LEFT EXHIBIT 1 0 ~A?'°N F,,~ S, SANTA ANA cm~ couNCi~ TITLE PURCHASE AGREEMENTS FOR ~ ~ W A AGENDA DATE BRISTOL STREET CORRIDOR ~ • • FEBRUARY 15, 2010 (PROJECT 08-1700-C) PUBLIC WORKS AGENCY 25E-4 r + PURCHASE AND SALE AGREEMENT FOR ACQUISITIONOF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS (Commercial) THIS AGREEMENT, entered into this _ day of 2010, by and between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter referred to as the "City" or "Buyer"), and 1650 So State College LLC (hereinafter called "Seller"), regardless of number or gender; WITNESSETH For and in consideration of their promises, covenants and agreements hereinafter set forth, and subject to the terms, conditions and provisions hereinafter set forth, Seller agrees to sell to City, and City agrees to purchase from Seller, all that certain real property (hereinafter referred to as "said real property") described as follows: All that certain real property located in the State of California, County of Orange, City of Santa Ana, described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 418 N. Bristol Street, Santa Ana, CA) Said purchase and sale of said real property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Convevance by Seller. Seller agrees to convey said real property to City, by Grant Deed, at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, within thirty (30) days from and after the date on which the City has approved this Agreement. 2. Title to be Conveyed. (a) Seller agrees that, except as may hereinafter be otherwise expressly provided, said real property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non-monetary, general or specific, including any and all leasehold interests), liens, clouds or defects in title except those exceptions shown in Paragraph 15 below. Seller hereby warrants that the title to said real property to be conveyed by Seller to City shall be free and clear as provided above. Seller further agrees that acceptance by City of any deed to said real property, with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance (whether monetary or non-monetary, general or specific, and including any and all leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by City of its right to the full and clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of the failure of Seller to convey title as hereinabove provided. 3. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of said real property to City, within the time and at the place hereinabove specified for said conveyance of said real property, a policy of title insurance to be issued by the above mentioned title company, with the City therein named as the insured, in the amount of ONE MILLION SIX HUNDRED SEVEN THOUSAND ONE HUNDRED FIVE AND NO/100 Dollars ($1,607,105) insuring the title of the City to said real property is free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non-monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting such specific ones as city may 1 25E-5 hereinafter expressly agree to take subject to. Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to City by reason of the failure of Seller to convey title or to provide title insurance as required in this Agreement. 4. Escrow. City agrees to open an escrow at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, (the Escrow Agent) within five (5) days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within 90 days of the City's execution of this Agreement. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "B" attached hereto and incorporated herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any transfer taxes, recording fees, cost of title insurance, reconveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of said real property to City. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Section 1265.240. The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Section 4, Section 6, Section 11 and Exhibit "B" of the General Provisions of this Agreement. 5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded and made uncollectible if unpaid by reason of Section 4986 of the Revenue and Taxation Code of the State of California. All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of said real property to City. 6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for said real property, fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages, the total sum of ONE MILLION SIX HUNDRED SEVEN THOUSAND ONE HUNDRED FIVE AND NO/100 Dollars ($1,607,105). City agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to Seller upon and after: (a) Conveyance of said real property by Seller to City as hereinabove provided; (b) Acceptance by City of a Grant Deed conveying said real property to City; (c) Delivery to City of the policy of title insurance as hereinabove provided; 2 25E-6 (d) Recordation of the Deed conveying said real property to City. 7. Possession. Seller agrees to deliver to City, on the date the Deed conveying said real property to City is recorded, quiet and peaceful possession of said real property, which shall be made free by Seller of all personal property. 8. Rental and Occunancv By Seller. Seller agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on a form furnished to Seller by Buyer and deliver same to Buyer within fifteen (15) days hereof with copies of any written leases or rental agreements attached. All rents will be prorated as of the close of escrow on the basis of a 30-day month/360- day year consistent with that statement, subject to approval of Buyer. Seller hereby agrees not to rent any units on the premises which are now vacant, or which may be vacated by present occupants prior to close of escrow. Seller agrees that any and all Tenant Security Deposits pertaining to the subject property collected by or in the possession of Seller prior to the close of escrow shall be transferred to and become the property of Buyer during escrow. Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements, tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller agrees to hold Buyer harmless from all liability from any such leases or agreements. Seller also warrants that there are no oral or written leases on all or any portion of the subject property exceeding a period of one month. 9. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 10. Heirs, Assigns, Successors in Interest. This Agreement, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective parties hereto. 11. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 12. Permission to Enter on Premises. Seller hereby grants City, and its authorized agents, permission to enter upon said real property at all reasonable times prior to close of escrow for the purpose of making necessary inspections. 13. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property and includes payment for fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages 14. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box 1988, in the City of Santa Ana 92702, County of Orange, State of California. The mailing address of the Seller is: 1650 So State College LLC c/o Mr. Demetrios Georgantopoulos 31581 Aguacate Rd. San Juan Capistrano, CA 92675 3 25E-7 15. Exceptions. City agrees to accept title to said real property subject to the following: NONE. 16. Entire Agreement. It is mutually agreed that the parties hereto have herein set forth the whole of their Agreement. Performance of this Agreement by City shall lay at rest, each, every, and all issue(s) that were raised or could have been raised in connection with the acquisition of said real property by City. 17. Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste", "extremely hazardous waste", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material", "hazardous substance", or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 et seg. (42 U.S.C. S6903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42. U.S.C. S9601 et sec . (42 U.S.C. S9601). 18. Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 19. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the 4 25E-8 Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). This indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow. 20. Contingency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitutes said acceptance and approval. 21. Modification and Amendment. This Agreement may not be modified or amended except in writing signed by the Seller and City. 22. Partial Invalidity. 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 no effect, but all the remaining provisions of this Agreement shall remain in full force. 23. 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. 24. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 25. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the divisibility of executing this Agreement and the meaning of the provisions hereof. 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. 26. 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. 27. Duty To Cooperate Further. 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. 28. Applicability of Agreement To Assignees. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties to this Agreement. 29. Authority to Execute Agreement. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 5 25E-9 30. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. The parties have executed this Agreement as of the date written below. SELLER: 1650 So State College LLC Name Title APPROVED AS TO FORM: BY: Dated Gary Weisberg, Seller Legal Counsel CITY/BUYER: CITY OF SANTA ANA BY: David N. Ream City Manager ATTEST: BY: Dated Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Joseph W. Fletcher City Attorney BY: Jose Sandoval Chief Assistant City Attorney 6 25E-10 EXHIBIT "A" IEGAI DESCRIPTION Real properly in the City of Santa Ana, County of Orange, State of California, described ~ follows: LOTS 1 AND 2, IN BLOCK A, OF THE GOLDSMITHS ADDITION, IN THE QTY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 31 PAGE 23 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. APN: 405-064-06 7 25E-11 EXHIBIT "B" GENERAL ESCROW PROVISIONS All disbursements shalt be made by Escrow's check. All funds received in this escrow shall be deposited in one or more of your general escrow accounts with any bank doing business in the State of California and may be transferred to any other general escrow account or accounts. The expression "close of escrow" means the date on which instruments referred to herein are filed for record. All adjustments are to be made on the basis of a 30-day month. Recordation of any instruments delivered through this escrow, if necessary or proper in the issuance of a policy of title insurance called for, is hereby authorized. There shall be no prorations of any existing insurance policies in this escrow. You are to furnish a copy of these instructions, amendments thereto, closing statements and/or any other documents deposited in this escrow to the lender or lenders, the real estate broker or brokers and/or the attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys. Should you before or after close of escrow receive or become aware of any conflicting demands or claims with respect to this escrow or the rights of any of the parties hereto, or any money or property deposited herein affected hereby, you shall have the right to discontinue any or all further acts on your part until such conflict is resolved to your satisfaction, and you shall have the further right to commence or defend any action or proceedings for the determination of such conflict. The parties hereto jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees, suffered or incurred by you in connection with, or arising out of this escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by you. In the event you file a suit in interpleader, you shall ipso facto be fully released and discharged from all obligations imposed upon you in this escrow. If for any reason funds are retained or remain in escrow, you are to deduct therefrom a reasonable monthly charge as custodian thereof of not less than $10.00 per month. Time is declared to be the essence of these instructions. If you are unable to comply within the time specified herein and such additional time as is required to make an examination of the official records, you will return all documents, money or property to the party entitled thereto upon satisfactory written demand and authorization. Any amendment of and/or supplement to any instructions must be in writing. The seller agrees to sell and the buyer agrees to buy the property herein described upon the terms hereof. These escrow instructions, and amendments hereto, may be executed in one or more counterparts, each of which independently shall have the same effect as if it were the original, and all of which taken together shall constitute one and the same instruction. 8 25E-12 1 ~ Cti~ ~ ~ n.r,>i, ~l~c:~,~l~>f~~r~~ ~>LTT.r,r;n~r;rl~T ~ca~~~l~>v~T I his Agrcer~lent ("Agzcen~ent is made b~~ and betwce.n tl~ic City of Santa Aiwa Public ~'i'orls ;~g~~ncy, a p~ub.lic body, cureorate acid holiii_c (".A.ge~.~c.y") and I3ristol Chiropractic (`°lcnan~'"). Th~° Agen~~y ane~ "I'enai~i are hereinafter sornci.imes ~rl~~rr~°,~ t.o collc~c~rt-cIy as the `1'~rtic5 ` IEI1.911't {7(lCi~~ll.±~ 3 t~llSillf'3,, G(JTI"ll.rlol~il,~~ I<~10A['ll aS ljil~~l~i l,hli-O~li"a.CfIC,, ~951(l' IS fhP. OC;~ ~~-)-),Lilt 1~:;a.l ~J'AOiJCit~~ 10C„atE;(1 Ftl I`'~ I1~ISf.01 ~)l., '~~311ta .Ait;t. ~(1"1 C; ,.i~iOIJC_,71 y..l I'1~ i'it,;,t5;y i~,.' been ~rgnireii l;;e f6 1p;eru:y fir il~irt Ir.°ic~i `~i~ei;i ~~h-'~flc~.ilirif~ ~'r~~~~~r,:~. 'I ~ i7,a~7J ~nir~;rnJt• iu•~u(u^~, 'ihc hir>l.~~ri~ tri).ric;i ~ 'r~.,~, i~liYl I~i,_,: 26 -.00~, nii~~ ,t i .~nn;iuliii i1'i rI rrtl :'';ii~~us,i I ~(ICII• ~I~ li ~~%~~m U'r.r~i ~r! litit~ 1 ;'(l;)i~ ann I! )!.i; tC_;lii; ii'.;;li~~i il. ~l r.:r, ~~ili:` li ti11' ~vfl(, ,~~'('nl - ~ ~ Il It i~i t I_i)~" ~'rr>~,;a - iti r t~~~ici , i~ :.'ii{~i the P.r•i ti ;tn< < ni~iriin_~ri , 3r'.i i(~ril'i 1.~~. Au i~h~ ~ .Iiit: ~ttacn~i~~i t~~~e il~~~t i.h~~ Ir,;,iii~, ii a,5 ~;r,~ fo3~ii~ in jr~~a~r~~q~h i(<i) anc~ ~,il~c.i C1)U Iij( i;~If7Ui .'~f1'C.~ ~'1 C~)illt( t'l7i)1~ l lth tl] ~\S?;'(Y )11(~.?i.I. ~U ~l'lf; 'f( ;Illi i);t~.~ ~~r)iTi~nUllUi4<. ~ii~d .~c.itl:;i~iie~~i of ~li;,~~utcii cairn; ,+~nd ~i~sll i~ev~ ~ ~r an}~ i.unr~ n~ fbr arty I~nn~pu;e, be con idered an r~ilAiii?,si.on o('li~i};il~iv ~~r ie~s0o~.?:.ibility o,i the r~ai, ~I~~ n>> i~i~~:hc ~~,~.ies Il~:rtui i•elr~~is~°d. (i1-~~ 1 (Ilil~f I ~ al~ti~ ~,i c.~~a ~rler~iioi~ ntih i~ res~ui~,~ ailu u` fhc i~n~~iial },r~ntii; ~ ~ti~cl [ i~:1f~11`. iL'u.1CiFi1 ~'f SEI nufll, i(. i , hi;liii)1 _fi:i'il U)i N(l~{ Al7tolij. I,IC ~}Qil fi,;; thflC: C'unsicli,ratio~l Via) The Agency shall pay to TenLUZt the >um ~>f ~~3f1,000.0~3 (Two )iiueadt•<~cl 'I'1A;i~°ty 'Tl~or~s~a~d l~c~llarv) {Tenant ±ettlcnlent Payment) as total compensation for relocation assistance and any and all related expenses and claims as nu~rc fzally described in paragraph 1(b) below. Tenant aclalowledges and agrees that it has received an advance payment a~;aiust the Tenant settlement Payment in the amount of• $20,000.00. i7pon fiili execution of this Agreement, the Agency will begin processing a second paynreut, payable to the Peterson Law Group Caicnt Trust Account, in the amount of $130,000.00, The Agency will make the final payment to the Peterson Law Crroup Client Trost Account in the amolmt of ~~0,000.00, less any deductions described in paragraphs 1 (c) (d) and (e) of this Agreement, after Tenant vacates the Property, sighs a Certificate of Abandonmena, provides all ke}~s to the Property to the Agency or to the Agsncy's relocation consultant, and provides written verification that all hazardous materials have been legally and properly moved. i of 7 25E-13 lb) Tenant agrees, that t71c consideration received pursua> t to paragraph 1(a) abo~.e constitutes fiill satisfaction of any and al] obligations of~ the Agency to Tensult, including; withou9 limitatioxl, any ob[i;;ations for relocation ~~~sisCancr~, relocation benefi'rs; ~no~?uzg c~pulse; ua~rrest of aTi_y kind in the real e;;tate and l.caseboid. loss ofbi~sis~as good~~~ill, coi~it~r.:nsat~ior~ for personal prapert~~ (loss of iz~t~eutor~~}, nirruiwr i_:u;tnr~a ,~rul e~r~in,r~ncr~i,rn_cresi, aitnr„~c= ii~~ n7~p~azs~~~l .r r~s o~. ;~-i lent_t7~ ,c~r~,;. iz; vas trr; t.b.i ,~rrti~>;~:; i;v r,o (Friel i.Jznn .'dine 30. ?(rl(1 a~ar.e l .ir~~. ~~~orilri ~:na~~i remain iii n< ~ ,~j,ail~~y hCyoiUi ti~ie \'~~,aie ll.;tC<;. ~3 ~I'~t~o f~lunnc~~l f tFtr I~ofla~ ~ ~~~X~~Ik,! ~~r:r ~I,i}~ pc;~oli_V a-ill L>e ~'ir,~lur:CeC1 rro!l~t I 71~,~i('s ~~iil~'ul ~1ii I'~iy~rllci~i, i4r raCf d:~y iii ~~cr,uj~ui~:y 1'~e~'(~nr~ tai! ~~i:~ir, 1. k; is n~i1' 1, a. r ritt~ r ~ Uc i nor 8~ ~,~'tcil,~u~i 1~: bFC.~ti Si~17ii~ilt,~~~ at)r? ~71;~pyii(~i~il~~ al~h~~~z.~~:~1 I -.'r 1,?~-~ I .~~ri i i>il ~ it I"i !f~:.~~ i i ~ I'r ~ i I~i'I. ! 1'-iS .:L! I~7, ! it i;~:_ z tl2r.i.i sir iii is ~ ~.Ini iii i~~~ I l ~ ~ i;iiCl~i I! I~Li. ~ I atl n i ~ s ( i ~ri i ~ ~ ~~I ji(~V~. ilr r <i_ ~uul i iii ~'I~lii i~r. i~~~f~li t,~ih,~ ni ;-ill ..I O(1(, ~~lOlli)l I rii 1i11 )hlI ~~iicri, Iu~ ~ ~J ti V i'_U;1 In ,li~ r".i,ii,in ~ 'J if171iJ! ~ ~~ii3.11Ui {4 )l.C)~,If1 S1~1~~ Ci_a`f-i.I Illi~. =i It ~t.F1:4~1 ~1t ~~-i '_'~~IJr ~~r ~',y t li l1C'i ~)~]i i~, fOi Af1V of 1:~1i: L171i~~f(d~i~i~l'lF?8 ii~ Lh. (~Lflt;i l)Fn~~.~~ lu ti1.iF, ~CLII(71'A ;li ~lfrltC;ii1L11~.. ~~~Uti lgrecnse~ll ;>hall serve full release and discharge l~~y the Parties, orz l>el~~alf of tlienlselvcs., their agents; representatives, assigns, i.ruste,~°s. adn~inislra[urs, attorna}~s, b.cirs. relat.ivcs, spouses, ~~x-spouses; benc~~rciaries, and. successors in interest, in consideration of the iriutual co~~enants and promises contained herein, of ll~ie ~-errant, tl~le CSty of Santa ,~na, 1:he City of Sv~ta Ana Public Worl<s Agenc,.y, and those parties' accountants, other professionals, agea~ts, representatives, assig>~ , er~.~ployees, administrators, trustees, uisurers, attorneys, ]~eirs, beneficiaz'ies, and successors in interest (collectivel}~ tl~e "Released Parties"), from all rights, claims or cross-claims, demands, actions, or causes of.~action, includin those foz- damages, coaz7pensation, relocation assistance, relocation benefits, loss of goodwill.. property interest, compensation for personal property (loss of inventory), furniture, fi~aures and equipment, pmlitive damages, interest, costs, attrn7ley's and appraisal -Pees, injunctive or declaratory relief, or for relief by way of ~a~rit of mandate, or for demands, damages, refunds, debts, liabilities, reckonings, accounts, obligations, costs, expenses, liens, actions, causes, and cai.~ses of action of whatever kind, at law or in equity, that the Parties have now or ma~~ have against arty of the Released Parties arising from the facts and cirewnstances described ui this Agreement including but not limited to (1) the 2 of 7 25E-14 acyuisilioz~~ o~' ll~le Property by the Agency, (2) Tenant"s leasehold interest, if any, in the Property (oz' any portion thcreofj or any other zig]Zt or interest hcnant ri~ay ha~~c, assert, or cla_in~l by z~~eason of Agency's ars.ions or fa.ilur~e io act. incll~ding, but no[ l.iniitecl to; any clamp i.o reloca.t.ion assistai~cc. relocation I>enPfi s or con~laensaiioi~ for ~>ropcrty or lass of good~rrill ti~oi~~ iJ7e Agency. (l1j J.II [TlilUllia {1~l 1 L(:aSC, Lhi= h<lln.°~S tlUt;nC~ t0 alld dl. f ]Caac~, riCClUrf ~;11d CtL;t.har{Ft' thy, f: I -~~,ec( P~irtic;,; n~~c~ -sac{1 ~~f tlae:n~, ira~rz to~~ ha.l~~ilit~- oi~ ~~n~y ~i~,1 it~c ~::h~~_(so ~~r:~-z fog ;a;i)~ cl~~.ii~z, ;u~~2z~~'. ~t;~~ 1agES. ~~r c,,uitablc c,~ ~erl~.u~~~~~>~ v ~ ~11ri o~~ ~ir~y kind, v,~;i~ (liel i1il, rlvri~, ~,i ~~nv Lids ot. ~~,~,;}~.i~:h uc.6 caa,rii iiaif~.ht f~c 1>,~°;~~rt. i; ~S.Q(Jw'f .Yf Ull~CgOv~'t1 I(? the i7;111y- ]JU~4i,SS1(1~~ (h!°: ClEilp7 Ij8('~t prlrLy (;;~11 '.`~Iv ,i hr7.o~n fr~ii{;;;> < i~cl ~~;'~ttc,.s; ;~n~ a[1rl :;ll ripJ:EtS nnth•i ; ~;r~~.iu~l I >4~ o{ illr; C.culi<,r~t.i_;l, ''ivll u<)t v~~inCl i~lF I litlc;s ui~~(rCSt.~,~i(l r)TOV i~l('r -dI irJll(~;>>'S: N ~ f!il,q!. 'ri ('li/:,', .~~1 ~.~1] ~ r(il;7!)i ~(7,~ )r - 'ui . ~ ,Ili, ~J ~ _ r:'l.. ;~i'~'' ~ ,r.. `ors, 'I r I, ~I ~1~~; il- - 1 1 r lr'gr ~ "ir: ~>ni r,li n• I nu.,:il:,~f~ i:7~ il~ it ~~~)ut~ IA-; ,1 ;i i it i( -n::'"~i'<iU i ~iP f1i(~ ly 5t~.i~%~iit;~(I. i`( :tills ~7.~uC`;;~~~ ;i~IS~J~if - i~l;~i i. ~~i.~; r°~,~ t -1'::Y1i '~,~t%1~~ b( civ~e'n ulJl i'li(`~; l1Cl ~,iiC,Cl, 11" -t'~'.Ciiij..il) SV11~ P~IC(I .'lily 2~~ 'J1 il.ti f ~ii'IrI S; i111s h~n(l l~i~oVl,;li)il s. U1C1U~(L"l'. Lh 0'C L~ f ilili ftnri 7104'i ,Il)1I,4 rP.111 Li1~r~ i.lr irn(<ncn~,~ ,u su;;l~l.L,~~ed ~,I~urli::_ lirnl;~nll- and causes c,i~tu~~.ticui. ,,rl;~, to Ift,~ <iiiic d rl~~.t~-i ~~s Ifx~sc irriTi~; <it~rl i7ro~~ts~~>r~s r~~l~tiilrf~_ i~~ arty ~~l)~c~~ r.'laaA~i~, ;ir~na.nd~: ~Iid ~:~::rn -s <~i~actrc;n I~i°;~~in rll~~~ c_ ;~p;~t'in~=;rj. rti"t i~ i[ n ~t,l,;'j~C.;; ihtii t :1i~iV ii ir(~L"Cr'i rJi,.~~n~ itLC~tb u1 l~~~t~ Jli~trit)lil 1~011i aI ill ~l.C~(Iltl(lL7_ fn ~.~I Q;C 1>v~hlCh (t IInU' bt lit;~'l~!i Ill ~Jk` iI IIF, l>1~7 th ri .~~~CCI i~l t~1C. 5C~', rl,`~C. of ~:iai,~l; 1-; i, ors+.ri~ If~;re;~; il~tai the fi_~rl ~ oi_rl~, a I~'aSit: ;,ball b~~ ai.1r1 rc~s~iail~ <>17~ecii~~e its all ;peels »ot~«ithstandin~r such dil7;rei1( o additional ti~cts or 1a~r- or any ],arty's ~liscovcr}~ %hereof. 'l~hr, Parties shall nol be eniitled to any relief in e:or~neexio~7 t}u_rewii including, but no[ limited t<~, aray danaag~es or any ril;hi o~~ claim to set a~~idc~ or rr scrod this ilgree~~~ent. (dl None of the T'a~•ties or their respective agents nor any relatc;d entities have made. ally statement I_,r presentation to the other regarding any fact relied i.ipon in entering into this Agreement and P:he Parties, and each of them, expressly do nol. rely upon any statement, representation or promise, of any ocher party or nay party's agent rn• related eniities in executing i.his Agreement. except as is expressly set forth herein. Each of the Parties has made such investigation of the facts and law pertaining to the subject ir~atter of this Agreement as it deems accessary, and has cot2sulled with legal counsel of~ its own choosing concerning these matters. (e) 'Tenant hereby represerns and warrants as old the Effective Date ol~ this AgR•eemen l that (1) to its actual knowledge, no other entity or person has any right, till e, or interest whatsoever in the released claims, and (2) that there has been no 3 of 7 25E-15 asi nmer~t, irans£er, cc>m~eyancc or other disposition by Tci~ant oI' an~~ o£ the released clai.n~s, and tha~i "Tenant ~~~ili not wake an}~ such assigr~lient, transfer, con~.~e-vance or oilz~r dis~oosition subsequent to the° I'ffective Date of il~iis 1,~r,~cm,:51t. f enan~ acknov dQcs th~~.t thr ~,~.~iho°i1~- tears rclie.ci anca is ,~1ein U u~l~', sUC~~a rC,(Jtt ~'d]1~I,11U11S 8iill ~~A-r]ilNllitt't; 7n ',)1lC'1171fT 7T1i0 fhls .~~1~Cri"1"]E:;t11.. . f it ~ Cr1211i u.~ll~ 1-1:)10 [-(,7flili~:46 Fai1(I ClFlelln /~~~~~t,;tl( }j ~1Z".LI)104~[ i - s4frl;'11'C°~, Ci)Tl,i,i<3<`10T`: v' iC;l"~at;it'ill.i,j. ~h ~ I'i'O~Yt Ciil)' CI Ii11S I_~i~tt iTiZj~ UiF, i1'Oili ~ Cii~i11'~, 1~i0i1C)tACJC>>UiC <<r~,~ Hilo=~ i~(ilr ~r~.t+; in i.he ~,r~r3i~~' t;i ~o)1al tr~~~l:~ci~~~ ~.:a,°:~~i r,,.,~i 1,,, this, I Ill -Ai,i, Cjil~ 11 ~;:,~il't ilia; %i ~~;~i.((;117:'ill Ji %Jbi~h'tiTii inl ::11: ~)111;F,C~ ! Itlil]S Iit {~~,r~;,.'.tl I~ t' ~"II I~(:'-, ;Illll ~1(1~'`: i')(I[ 1,?.l l; ~i~il lid' %-11~' lVi l~. „~~,lil i)I i~'.~)1 ~71.~ i~1 ~1 ,`I ~1 '~1~~`, I,(i 1.114;' ~i I f~,~ s."j ~~II ~1, 1:~. Ifl.^111, ? il'. i l,' Ii .1.11 i..' I, ~'i I7.i ,I.i IIII~. i IL; 'I ~ li 1 r i1 i :'i". ;lii~. :!I~'. I'; II Il~.i ~.-11 lllt lc i i' I'I7 1 I'!. lip" ~1 .f l 1 - 1';'. ~1~1( ~ ~~I i1(, I~ I iiJl C~I~ i~ 1 I,II!;~i/ '.I it) . I1l~r ~ i r I f, =~,1 i li!`( I 1~`. i I11 illi, I ft: i ~i ~)u~ : ~ ~~tt ~ n~~8.li(i~ ~,~;;t[i~i<, i~~ cu ,~ti,;tn~~ ~~iri of t ,1~~~ ,~~~~irtn~ il~r, n~~•~ iiliri,, ii%~~ri~. 1 br ~;r'.tiil~ ~i icy hey ~c~lnhui c~ '~,v flu ii~n~ ~~i~~~,'ttil~ur, ~ri.cie :tll ~'~~6iiu,~l>I~' ro,l, ~iixi l,~~u~~ i.rn:~.u'i~trl tl:u'~c'~y, gin: I~~~iiof~ I~;~:ai. il~~~ lirhii.'.d i~~ ;~t~,,<<~i}al~ls. -oi.ionie 5 ita: r it i~ni .,~,;i~,~lt ~ ~"~t~C?i i .ir ~O .~iCi_i j~rrt:~ill)~Sj ~-i~t7~ly illCCT1711JA- ~i~:'Ii ~~~i~v ~;1~n)s in.cic,inui~-, <t~i:nrl suxi hold P.isc other l:~au~~~ ,u~lri tlzr l:elr~it°.~] P~~,li,es hr.unilc: s 1~~n~~~ and ~-~amst any ~~.hainis. ~1azr~.atres, t~rxi~ands. li,~biliiira, losses, judgments, ner~se, acid attotne.>~ ~ reps aa~d'o,. coos res~~lting; f~i~on~ the blra.ch by such indem~ai£yi,~g i~a,iy c~ any t»ov~ston of this. l~.grecn~~,~,t, the falsity of any ccprescntattoi~ or warranty ~~~ad, by t11G; incietru~ti~Iyi;~g party co~riained ii, this Agreen~ient. t:~ hntire ~1~reement This Agreen~eni togethea~ contains the eutirc Agreement of thr, Parties, and supersedes any prier written o~~ oral agreements bet~ueer~ them, concei7~ing the subject matter of this Agreement. Partial lnvalidit}~ In she event that any term; covenant, condition or provision of this Agreement shall be detennincd by a court of competent jurisdiction Co be invalid or against public polic}~, the reniainiug provisions steal! contin~ie in full force and effect. 4of7 25E-16 1~ ai~,cr <.nd;'or_t~~ludificatioi~ hhc previsions oi' tl~~i_s A~reelrie~lt n~lay i~1vt be u-ai~~ed., altered, amended oz repeaftd. ila ~,~-h.ole or ii7 haj~i. exc?pt l.lpozl ,:1 ~~~r'iifeo a~,re,eaneni sig~~ed caci~ o:f tl~e I~'a!-tie 5. 'S'iar ,;'sti~~c~ h~~ ore: ~»ri.~ of the: I? r~f~or~nanea' of an}~ provision., r5r~ ~ihi A~recmc~~i sh,All uc~t i il?%A 1101 ti"'. 1.1"I7 A~~i d.^il aCil r,lO7.S~1~1~~ it ~t'.IC'{. Jl_CC~ £L ~ t'ty~P ,i :;71V Ui~l~:i ~)I;l~`ISIOll ~l~,i'[;0~. r I hr :~If srli IS-~:,; ~ 1'7{ff;.l 1i~i~,; ('~lfl t111n15.~~ii1P, nI <<n., (~i I(;Y~.'.7i.(. ~ ;ifi~lti t~~ Ihl ;a-al ,t:,inr~nf '~'r- iil 'matt -iCi' '.(lint )li`1lCC ;-~il(1. fi~i it I ;1~° I . OillV .i1l~l 1,~1:~~ fir.. ~ ~.(~7-t .,l~~r~ll'.[) ~1;~ ill~_A~ ui : ~n't~. trl c.c~ll:,n Uii)f? il~lt;; '1F i< ~~r'~rni, ~~~(1VtJCiilalf' 81A i iii' i :.tli: i fi lc; ~ 'i u.'.*~ it irl ;l- ~i n ,~~n. i ~I; ,;t: „iJ .~;1 :J i;l ir:... i ~ , :r i ii~i~r _u !i'. ii i i.) flli ,',lip tn'~. 1,. ;iu}l Ui-..,1 ~'fi111 lYl~ {;ell i'~Ii lr~{ Ii, i~, ,1 _ n ~1u I,'iu~;~i ;)11r1 ~Ii,~II I;. (•inrli i,, ll ~)(lil I~l Ly:)l,` I( ,..;iUl ' Il lllir i(`!;i '(.Iti ~-il L,~ ~t'f)Yi'ti~'l~~Eli rV'~ , Gy; r-`rlij.C71 ~ ~I( Irl,.. ~i iii;~.?. v,~lllt: '151{i 1C~ ~~C.< P,il fll l( iii ':-5x11 (il LriP: i~,3 r'i i'.;;. I ni illr 1 ~~i~~ ~ 1.r iii ~;UCh inri~5~;1 r l'.. ~ i i.. ltl~l ~i.,jn!~i. £aEi'~l inil~~r. nn~ain ~ in,tY r i, k;l~ ~1~ ,.=_r i~~ '>?'n~ ,_iiii r nrr,'~ ' i~~~ir~. ~~i ih1r; L~~ .'1_dvice~ ofCou7]scl ~I~hc I'arlies, and each of the. ach:~~owledge that in eoru~ecaio_a with tl~c negclt.iations anti execution of 1:his Agreement, they have ezich been t~epresented by independent counse.( of Ilu:ir own choosing and the .Parties executed tl~~e A~reemen( after review by such inde~~,cndent counsel; or, if they were not so represented, said non-representation is and was the voluntary, intetligeni and informed decision and election of the party riot so represented; and, prior to executing the Agreement, each party has had an adequate ~~pportnnity to conduct an independent investigation of all the facts and circumstances with respect to the n7atters which are the. subjecC of this Agreement including but not limited to the ad~~isability of entering into this Agreement and the meaning of California Civil Code Section 1 X42. Sof7 25E-17 1-i. i~uthoriiv fo_L~ecutr Ibis Anreenzeni i~,~~;~i~ i~e,~son ~~eca ingtl.ais afi'cr,~,.lcztt o» brhall~o~an enia,~ rep~rserats i ~.af 1~~e of >he is ?i.rtho~n_eci to excruic rbis.~~~ree~~_tGa~t o~_t hr:balfoL~iha~ ~'rtii« nand to h'~~d iliac <~~~~fit~ ic, (he ~crtni ~ ~ihi_s ~ r~;<;.ner1C j~.;aC{_i ~>;ut~,: I~~t; clu)j~E:i,ur°:(i i~,~ il~ic ~i1i~~~ ;i~,ri ~_~t ;~~3r~iiiiu ~~~r i.lii ~;<,~~~<~ir~~~~ii.. l~~ ,,ii~_ ~ ~Ji~li irf.0ii i(i f"~['. til try ni' :'14. rtglir4l~. ~ - ~ii;' u1 ii. Ct!n;, ;nil ~n~x~IS~O~I. il)~` ri_~r~ I tll ~~u>> ~ „li,i ll:xl i~a~iiFi 9i ~ ~~f1I't~~. ~:~i~i, I psi i j~ iC~, ~i t~fi i ~f,i r-~:n~riiii,il~ i ~,(,I ~I I i-~n'„. i ~ n. ,~~~rn i'i... ~i~_i i ~ili'~ inriIJ~ i i~~~nf'. .I 'ai?ti i, ~;l:i iIi i _ _(kill , i~,i~ I~ 'IT',t, ~-i ,i 14t ~ i i'i :)if~'l~f j~l C~._,., 1 r'Ii chip I Ji I ~ _i ~ I ;.I i(i ~`.~II~t11.~7:i-tlj~. . I`-101 1 ~;C'i'. ~J; ,ir i ~ x~n ;.,i:, rlCir~~nul~, ~~TUI ,~rllCi r~~inrni_i~.~r.;i.iio~t: ~Cr~tiiA~:~rl r~~ Ju~ri~lii'terl ~n i,r ~ii~ier ilir ;sir. n~irill ~,Icill ~x u. N-~iliri~ ;iit~l :lull ~:ith,~i il~ 1 ~i r _aSOt~dlll' ur ;iii i;;~ r ,f~~i ~ i I~); r~-;_lll~l~ C}i ,iiil:r~ iir7sl it f;~; rrlr ~i~s„i. ~ ,~~~,~~i,'i_ d~°lx Sii,e;Ci iris ~ i, i1ccl ;i~~u:.., nail, ;_u~tl jtiio~~~ily sidsl~i aet.i i~~ ilia nt~~f~' =ii ii, tidcii ;~c i~nril! nc}ui~ at ~~,ii~ oPlu~i isi~l;cs;, ~t~~af sn.ch jja.ic}~ i~naY ~~.>i~~~i<lie~ ~~,>>~iiicti Hotter ir, t'lic° ~~tltr~.i ir~rt~,. i1.gf:nc+-: ~ouri An~iraui Deputy City E:n„ineer City of Sauta Ana Public Works AUcncy ~0 Civic Center Plaza, M-36 Satzta Ana, Calii~orriia 9?701 "f o "Tenan1: Dr. l~li Mostafavi l3z•istol Chiropractic C/U Peterson L,aw Group 707 Wilshire 13ivd., #5270 Los Angeles, C'A 90017 6uf7 25E-18 <<:~. Jurisdiceillt~ a11ij \~enuc ,,,i~i~- ac.iiolz o~ proc~..cii.tz~; conc~;rning This A~ir.earzrrit allall be Oiled ~.;nd ~>lo rcui.~d in Ll,c, F~~~rc~~~iiale C.•~J~fbalia c;our( in ~hc Courli.y v(' Oraia~c; Calri'ornia_ 1?acii f~ar[~- hereto ~r_:vo~:a~~l~~ u~~,~;entr; ic; 'rhe perso~131 ,j~U~isllir,[ioll vi~ the courl_ Thy, .Fa~•[~lr > e~~a~:;1~~ hrr~l~i~+}, '.~:.~Jr~ 1~~ -bVF h~P the. ):.lle1"ll Clf ?eI7,~' F)rOt'1510[1 U`~ ]81i j)-(`oVlC~il1;~ r07` 1 cl1aJ7~e Cn` V(',191JC i.O i1V Ollir i Coli ( ~~1 C'I11 `f lllr,, ~ti if~lt~lli, ~ it Ul2l ~ll)t1 [r C.ri 17 lt; 4r)k crnni rule n i(l}' C{lt rfsiLV' ui Cllli ~l;~llj ~u,t.OC It IJ1C t~rllll..° 01 (~t,l(', 10 U1t, i_gf~ f}lfl[ k`Sih"f Pf~c 1111).io7i(~ IS it ~i~.i;1}~ [o >!JC~J 'C770i) Oi ~~iY~r_CtC{iil;~'- ~`t%iLlloU1 I.I~liiiul lllr' s7cilr~itl)tls ni 111 rb.ir~~oli~~{„ 9ht ~ ~,~~7.C5 .u~°; in :<i]),~- r~-~,-. i'if,llr, ~,ro~ itl,c:ri fr. j lip ~~i,~i~~i iri t))_liOl'~17,A i'oftP rri, ('ivi~~ ~~~c ~ ur fit>~ .SrT; ~;i rail ~.i 3i~i1~' rir i`(~I~'~,il ;i~+iu~r<s Ci, ~i.ri~.i,il 'Ie~~~.i~ioll of ~.iT~~iil;~~. I~i G' C i (i> ~ ;I~ i!i' Uil(il i;, it - ~'i-C. ;ih;;ll~ ill ;ri i{~I J~c ;`~llt.l!i. ~t rif~L}li= i. iii i i''~li I. yi~l; _ l~ t ~ l , ) f i ~ iii; i, :ri~~, i~ .i. I S I ~ f r;rl Ls ~lCf I~_ ~~r':~1111,_ ~~i~- f1,gs~il;lf2(° I I 1 ' , )tti cri ~t;t:i;t I1. ll~iizar _ _ _ _ _ ~_PI'RO\-AEI) .~S '1~O 1~OR1~I: ,i~;;e~~,i~i T'Ictcher C`it~° .~iaoruey f 31~ Dated Jose Sandoval S~ uiur i~Qauaging Asistallt City ~ttorn~y 7 of 7 25E-19 25E-20 ~ ~ ALL INCLUSIVE SETTLEMENT AGREEMENT This Agreement ("Agreement") is made by and between the City of Santa Ana Public Works Agency, a public body, corporate and politic ("Agency") and El Comedor Restaurant ("Tenant"). The Agency and Tenant are hereinafter sometimes referred collectively as the "Parties." RECITALS A. Tenant operates a business, commonly known as El Comedor Restaurant, located at 418 N. Bristol St., Santa Ana, CA (the "Property"). B. The Agency has made an offer to purchase the Property for the Bristol Street Widening Project. The property owner, 1650 South State College LLC, and Agency have negotiated a Purchase and Sale Agreement ("PSA") for Owner's Property ("Acquired Property"), which will result in the termination of Owner's and Tenant's rights, title and/or interests in the Acquired Property. C. The Parties desire to resolve all issues relating to the Agency's acquisition of the Property in accordance with the terms and conditions set forth below. D. The Parties acknowledge that the payment as set forth in paragraph 1(a) and other consideration given in connection with this Agreement are the result of a compromise and settlement of disputed claims, and shall never, at any time or for any purpose, be considered an admission of liability or responsibility on the part of any of the parties herein released. NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and covenants hereinafter set forth, it is hereby agreed by and among the Parties that: 1. Consideration (a) The Agency shall pay to Tenant the sum of $592,895.00 (Five Hundred Ninety Two Thousand Eight Hundred Ninety Five Dollars) (Tenant Settlement Payment) as total compensation for relocation assistance and any and all related expenses and claims as more fully described in paragraph 1(b) below. Upon full execution of this Agreement, the Agency will begin processing a single payment, payable to the Palmieri, Tyler, Wiener, Wilhelm & Waldron Client Trust Account, in the amount of $592,895.00, less any deductions described in paragraphs 1 (c) and (d) of this Agreement, after Tenant vacates the Property, signs a Certificate of Abandonment, provides all keys to the Property to the Agency or to the Agency's relocation consultant, and provides written verification that all hazardous materials have been legally and properly moved. (b) Tenant agrees, that the consideration received pursuant to paragraph 1(a) above constitutes full satisfaction of any and all obligations of the Agency to Tenant, including, without limitation, any obligations for relocation assistance, relocation benefits, moving expenses, interest of any kind in the real estate and leasehold, I of 7 25E-21 loss of business goodwill, compensation for personal property (loss of inventory), furniture, fixtures and equipment, interest, attorney's fees, appraisal fees, or damages of any nature. (c) Tenant agrees to vacate the premises upon recordation of the Grant Deed transferring ownership of the Property to the Agency. ("Vacate Date"). (d) Tenant hereby agrees that Agency may remove and dispose of any personal property or trash that has not been moved upon the Vacate Date, as it elects and desires, without any notice to Tenant. (e) Payment will be made for Relocation Expenses in the amount of $462,895. (f) Payment will be made for Loss of Business Goodwill in the amount of $130,000. 2. Release (a) Nothing contained herein shall constitute a release or discharge by either party for any of the undertakings of the other party to this Settlement Agreement. This Agreement shall serve as a full release and discharge by the Parties, on behalf of themselves, their agents, representatives, assigns, trustees, administrators, attorneys, heirs, relatives, spouses, ex-spouses, beneficiaries, and successors in interest, in consideration of the mutual covenants and promises contained herein, of the Tenant, the City of Santa Ana, the City of Santa Ana Public Works Agency, and those parties' accountants, other professionals, agents, representatives, assigns, employees, administrators, trustees, insurers, attorneys, heirs, beneficiaries, and successors in interest (collectively the "Released Parties"), from all rights, claims or cross-claims, demands, actions, or causes of action, including those for damages, compensation, relocation assistance, relocation benefits, loss of goodwill, property interest, compensation for personal property (loss of inventory), furniture, fixtures and equipment, punitive damages, interest, costs, attorney's and appraisal fees, injunctive or declaratory relief, or for relief by way of writ of mandate, or for demands, damages, refunds, debts, liabilities, reckonings, accounts, obligations, costs, expenses, liens, actions, causes, and causes of action of whatever kind, at law or in equity, that the Parties have now or may have against any of the Released Parties arising from the facts and circumstances described in this Agreement including but not limited to (1) the acquisition of the Property by the Agency, (2) Tenant's leasehold interest, if any, in the Property (or any portion thereof) or (3) any other right or interest Tenant may have, assert, or claim by reason of Agency's actions or failure to act, including, but not limited to, any claim to relocation assistance, relocation benefits or compensation for property or loss of goodwill from the Agency. (b) In making this release, the Parties intend to and. do release, acquit and discharge the Released Parties, and each of them, from any liability of any nature whatsoever for any claim, injury, damages, or equitable or declaratory relief of any kind, whether the claim, or any facts on which such claim might be based, is 2 of 7 25E-22 known or unknown to the party possessing the claim. Each party expressly acknowledges and waives any and all rights under Section 1542 of the California Civil Code, which the Parties understand provides as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his/her favor at the time of executing the release, which if known by him/her must have materially affected his/her settlement with the debtor. Each party acknowledges the foregoing waiver of the provisions of California Civil Code Section 1542 was separately bargained for and expressly consents that this Agreement shall be given full force and effect in accordance with each and all of its express terms and provisions, including those terms and provisions relating to unknown or unsuspected claims, demands and causes of action, if any, to the same effect as those terms and provisions relating to any other claims, demands and causes of action herein above specified. (c) Each party acknowledges that it may hereafter discover facts or law different from or in addition to those which it now believes to be true with respect to the release of claims. Each party agrees that the foregoing release shall be and remain effective in all respects notwithstanding such different or additional facts or law or any party's discovery thereof. The Parties shall not be entitled to any relief in connection therewith, including, but not limited to, any damages or any right or claim to set aside or rescind this Agreement. (d) None of the Parties or their respective agents nor any related entities have made any statement or presentation to the other regarding any fact relied upon in entering into this Agreement and the Parties, and each of them, expressly do not rely upon any statement, representation or promise of any other party or nay party's agent or related entities in executing this Agreement, except as is expressly set forth herein. Each of the Parties has made such investigation of the facts and law pertaining to the subject matter of this Agreement as it deems necessary, and has consulted with legal counsel of its own choosing concerning these matters. (e) Tenant hereby represents and warrants as of the Effective Date of this Agreement that (1) to its actual knowledge, no other entity or person has any right, title, or interest whatsoever in the released claims, and (2) that there has been no assignment, transfer, conveyance or other disposition by Tenant of any of the released claims, and that Tenant will not make any such assignment, transfer, conveyance or other disposition subsequent to the Effective Date of this Agreement. Tenant acknowledges that the Authority has relied and is relying upon such representations and warranties in entering into this Agreement. (f) Tenant will Hold Harmless and defend Agency, its employees, agents, contractors or representatives from any claims that may arise from Tenant's nondisclosure of any other interests in the Property or personal property referenced by this agreement. 3 of 7 25E-23 (g) This Agreement represents a settlement of doubtful and disputed claims between the Parties and does not constitute any admission of liability by either party to the other party to this Agreement. 3. Third Partv Beneficiaries Except as explicitly set forth herein, nothing in this Agreement is intended to create any third party beneficiaries under this Agreement, and no person or entity other than Authority and Tenant shall be authorized to enforce the provisions of this Agreement. 4. Attorney's Fees In the event of litigation relating to or arising out of this Agreement, the prevailing party shall be entitled to be reimbursed by the non-prevailing party for all reasonable costs and expenses incurred thereby, including, but not limited to reasonable attorney's fees and costs for services rendered to such prevailing party. 5. Indemnity Each party shall indemnify, defend and hold the other party and the Released Parties harmless from and against any claims, damages, demands, liabilities, losses, judgments, expenses and attorney's fees and/or costs resulting from the breach by such indemnifying party of any provision of this Agreement, the falsity of any representation or warranty made by the indemnifying party contained in this Agreement. 6. Entire Agreement This Agreement together contains the entire Agreement of the Parties, and supersedes any prior written or oral agreements between them, concerning the subject matter of this Agreement. 7. PartialInvalidity In the event that any term, covenant, condition or provision of this Agreement shall be determined by a court of competent jurisdiction to be invalid or against public policy, the remaining provisions shall continue in full force and effect. 4of7 25E-24 8. Waiver and/or Modification The provisions of this Agreement may not be waived, altered, amended or repealed, in whole or in part, except upon a written agreement signed by each of the Parties. The waiver by one party of the performance of any provisions of this Agreement shall not invalidate this Agreement, nor shall it be deemed a waiver of any other provision hereof. 9. Headings The headings, subheadings and numbering of the different paragraphs of this Agreement are inserted for convenience and for reference only and shall not be considered for any purpose in construing this Agreement. 10. Governin Law The rights and obligations of the Parties under this Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of California. 11. Successors In Interest Subject to any restrictions against assignment contained herein, this Agreement shall inure to the benefit of, and shall be binding upon, the assigns, successors in interest, personal representatives, executors, estates, heirs, legatees, agents and related entities of each of the Parties. 12. Necessary Acts Each of the Parties agrees to perform such further acts, and execute and deliver such further documents, as may be reasonably necessary to carry out the provisions of this Agreement. 13. Advise of Counsel The Parties, and each of the, acknowledge that in connection with the negotiations and execution of this Agreement, they have each been represented by independent counsel of their own choosing and the Parties executed the Agreement after review by such independent counsel; or, if they were not so represented, said non-representation is and was the voluntary, intelligent and informed decision and election of the party not so represented; and, prior to executing the Agreement, each party has had an adequate opportunity to conduct an independent investigation of all the facts and circumstances with respect to the matters which are the subject of this Agreement including but not limited to the advisability of entering into this Agreement and the meaning of California Civil Code Section 1542. 5 of 7 25E-25 14. Authority to Execute This Agreement Each person executing this Agreement on behalf of an entity represents that he or she is authorized to execute this Agreement on behalf of that entity and to bind that entity to the terms of this Agreement. 15. Construction Each party has cooperated in the drafting and preparation of this Agreement. In any construction to be made of this Agreement, or of any of its terms and provisions, the same shall not be construed against any party. 16. Counterparts 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. 17. Voluntary Agreement The Parties, and each of them, further represent and declare that they have carefully read this Agreement and know the contents thereof, and that they sign the same freely and voluntarily. 18. Notices 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 or by regular or certified first class mail, postage prepaid, deposited in the United States mail, and properly addressed to the party at its address set forth below, or at any other address that such party may designate by written notice to the other party: To Agency: Souri Amirani Deputy City Engineer City of Santa Ana Public Works Agency 20 Civic Center Plaza, M-36 Santa Ana, California 92701 To Tenant: Demetrios Georgantopoulos El Comedor Restaurant C/O Palmieri, Tyler, Wiener, Wilhelm & Waldron LLP 2603 Main St., East Tower, Suite 1300 Irvine, CA 92614-6228 6of7 25E-26 19. Jurisdiction and Venue Any action or proceeding concerning this Agreement shall be filed and prosecuted in the appropriate California court in the County of Orange, California. Each party hereto irrevocably consents to the personal jurisdiction of the court. The Parties each hereby expressly waive the benefit of any provision of law providing for a change of venue to any other court, including, without limitation, federal Agency court, due to any diversity of citizenship between the Parties or due to the fact that either the Authority is a party to such action or proceeding. Without limiting the generality of the foregoing, the Parties specifically waive any rights provided to it pursuant to California Code of Civil Procedure Section 394 or other state or federal statutes or judicial decisions of similar effect. IN WITNESS WHEREOF, the parties to this Agreement have executed this Agreement as of the date first written above. TENANT: El Comedor Restaurant Demetrios Georgantopoulos Title Tax Identification No. Date APPROVED AS TO FORM: B Y: Dated Gary Weisberg, Tenant Legal Counsel CITY OF SANTA ANA B~'~ Dated David N. Ream City Manager ATTEST: Dated Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Joseph W. Fletcher City Attorney BY: Dated Jose Sandoval Chief Assistant City Attorney 7of7 25E-27 25E-28