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Home My WebLink AboutContracts & Agreements_25-2020SETTLEMENT AND MUTUAL GENERAL RELEASE AGREEMENT This Settlement and Mutual General Release Agreement ("Agreement") is made this 1 Sth day of February, 2020 ("Effective Date"), by and among Redlands 6120, LLC, a Delaware limited liability company and, Redlands Pennsylvania, LLC, a Delaware limited liability company and Redlands Pioneer, LLC, a Delaware limited liability company, all by their manager Diversified Pacific Communities, LLC, a Delaware limited liability company (collectively, "Diversified"), and the City of Redlands, a California municipal corporation and general law city ("City"). Diversified and City are sometimes individually referred to herein as a "Party" and, together, as the "Parties." RECITALS WHEREAS, Diversified is the owner and developer of the "Judson Ranch" (City of Redlands subdivision map nos. 16627 and 16465), "Redlands Pioneer" (City of Redlands subdivision map no. 18979), and "Redlands Pennsylvania" (City of Redlands subdivision map no. 19975) residential developments located in the city of Redlands (collectively, the "Projects"); and WHEREAS, certain claims and controversies have arisen between the Parties relating to Diversified's payment of park and open space development impact fees for the Projects, City's acceptance of ownership of citrus grove lands developed by Diversified for the Projects and proposed for dedication to City (the "Dedicated Lands"), the provision of water service to the Dedicated Lands, and Diversified's construction of certain street and storm drain system improvements, within San Bernardino Avenue and adjacent to properties within the Projects (collectively, the "Disputes"); and WHEREAS, during their discussion of the Disputes, City and Diversified agreed to defer City's collection of certain park, open space, storm water, and street improvement development impact fees that were otherwise due for payment to City by Diversified in connection with permits issued by City for Diversified's Projects ("Deferred Fees"), so that the Deferred Fees could also be included in any resolution of the Disputes; and WHEREAS, a schedule of the Deferred Fees is attached hereto as Exhibit "A," which is incorporated herein by this reference; and WHEREAS, it is the intention of the Parties to settle and dispose of, fully and completely, any and all claims, demands and cause or causes of action existing as of the Effective Date of this Agreement and arising out of, connected with, or incidental to, the Disputes between the Parties, including the Deferred Fees; NOW, THEREFORE, in consideration of the mutual promises contained herein, and for such other good and valuable consideration, the receipt of which is acknowledged by the Parties, Diversified and City hereby agree as follows: Page I of 6 L:%caldjm\Agreements%Diversified Pacific settlement Agreement.doc jn AGREEMENT Section 1. Water Shares. Diversified shall cause the transfer and delivery to City, at Diversified's sole cost and expense, of forty eight (48) shares of Raught Mutual Water Company stock and three hundred eighty (380) shares of Bear Valley Mutual Water Company stock within ten (10) calendar days after the Effective Date of this Agreement (hereinafter, collectively, referred to herein as the "Shares") for purposes of the provision of water service to the Dedicated Lands. Section 2. Conveyance of Property. Concurrent with its delivery of the Shares to City, Diversified shall convey to City, in fee simple absolute without any encumbrances to title except those agreed to in a separate written document from City's City Manager, that certain real property consisting of approximately 8.12 acres and identified as county of San Bernardino Assessor's Nos. 0168-891-21-0000 and 1212-451-62-0000 (together, the "Properties"). The Properties shall be conveyed pursuant to two grant deeds substantially in the form attached hereto as Exhibit "B" (together, the "Grant Deeds"). Section 3. Development Impact Fee Reimbursement. Concurrent with Diversified's delivery of the Shares and Grant Deeds to City, City shall pay to Diversified the following: A. The sum of three hundred fifty four thousand one hundred eighty six and seventy two one -hundredths dollars ($354,186.72) from City's transportation fund development impact fee account number 252. B. The sum of two hundred twenty eight thousand five hundred two and fifteen one - hundredths dollars ($228,502.15) from City's storm drain development impact fee account number 405. C. The sum of two hundred five thousand four hundred forty one and four one - hundredths dollars ($205,441.04) from City's park and open space development impact fee account number 250. D. The sum of sixty eight thousand four hundred eighty and thirty five one -hundredths ($68,480.35) from City's open space development impact fee account 227. Section 4. Mutual General Release. In consideration of the mutual general releases contained herein, and for other good and valuable consideration, the receipt of which is acknowledged by each Party, the Parties promise, agree and generally release as follows: 4.1 Except as to such rights or claims as may be created by this Agreement, each Party hereby releases, remises and forever discharges the other Party from any and all claims, demands and cause or causes of action the Parties may have existing as of the Effective Date and arising out of, connected with, or incidental to, the Disputes, including the Deferred Fees. 4.2 Each Party specifically waives the benefit of provisions of Section 1542 of the Civil Code of the State of California, as follows: Page 2 of 6 L:Icaldjm\Agreements\Diversified Pacific Settlement Agreement.doc jn "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." Section 5. Representations and Warranties: Each Party represents and warrants to, and agrees with, the other Party, as follows: 5.1 Each Party has received independent legal advice from their respective attorneys with respect to the advisability of making the settlement provided for herein, with respect to the advisability of executing this Agreement, and with respect to the meaning of California Civil Code Section 1542. 5.2 No Party (nor any officer, agent, employee, representative, or attorney of or for any Party), has made any statement or representation or failed to make any statement or representation to the other Party regarding any fact relied upon in entering into this Agreement, and each Party does not rely upon any statement, representation, omission or promise of the other Party (or of any officer, agent, employee, representative, or attorney of or for any Party), in executing this Agreement, or in making the settlement provided for herein, except as expressly stated in this Agreement. 5.3 Each Party has made such investigation of the facts pertaining to this settlement and this Agreement, and all the matters pertaining thereto, as it deems necessary. 5.4 Each Party has read this Agreement and understands the contents hereof. 5.5 This Agreement is intended to be and is final and binding between the Parties, regardless of any claims of misrepresentation, promise made without the intention to perform, concealment of fact, mistake of fact or law, or of any other circumstance whatsoever. 5.6 Neither Party has heretofore assigned, transferred, or granted, nor purported to assign, transfer, or grant, any of the claims or demands related to the Disputes disposed of by this Agreement. 5.7 Each term of this Agreement is contractual and not merely a recital. 5.8 The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the Disputes. Nevertheless, it is the intention of the Parties to fully, finally and forever to settle and release all such Disputes, and all claims relative thereto, which now exist, may exist, or heretofore have existed between them. In furtherance of such intention, the releases given herein shall be and remain in effect as full and complete mutual releases of all such matters, notwithstanding the discovery of existence of any additional or different claims of facts relative thereto. 59 The Parties will execute all such further and additional documents as shall be reasonable, convenient, necessary or desirable to carry out the provisions of this Agreement. Page 3 of 6 LAca\djm\Agreements\Diversitied Pacific Settlement Agreement.doc.jn Section 6. Settlement: This Agreement effects the settlement of claims which are denied and contested, and nothing contained herein shall be construed as an admission by either Parry of any liability of any kind to the other Parry. Each Party denies any liability in connection with any claim, and each Party intends hereby solely to avoid litigation and buy its peace. Section 7. Notice. Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail; in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Parry may provide notice in accordance with this section: City of Redlands Diversified Pacific Development Group, LLC 35 Cajon Street 10621 Civic Center Drive P.O. Box 3005 (mailing) Rancho Cucamonga, CA 91730 Redlands, CA 92373 Attn: Matthew A. Jordan Attn: City Clerk Phone: (909) 481-1150 x242 Phone: (909) 798-7531 Fax: (909) 481-1154 Fax: (909) 798-7535 MJordan@diversifiedpacific.com jdonaldson@eityofredlands.org Section 8. Miscellaneous: 8.1 This Agreement shall be deemed to have been executed and delivered within the State of California and the rights and obligations of the Parties shall be construed and enforced in accordance with, and governed by, the laws of the State of California. 8.2 This Agreement is the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous oral and written agreements and discussions regarding the same. This Agreement may be amended only by an agreement in writing, signed by the Parties. 8.3 This Agreement is binding upon and shall inure to the benefit of the Parties, their respective elected and appointed officials, officers, directors, divisions, subsidiaries, affiliates, assigns, and successors in interest. 8.4 Each Party has cooperated in the drafting and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against any Parry. 8.5 In the event any action is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Parry shall, in addition to any costs and other relief, be Page 4 of 6 L:Icaldjm\Agreements\Diversified Pacific Settlement Agreemen€.doc.jn entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-house counsel by a Party. 8.6 This Agreement is made and entered into as of its Effective Date in Redlands, California. [SIGNATURE PAGE TO FOLLOW] Page 5 of 6 L:1eaWjin1Agreeinents\Diversitied Pacific Seltlement Agreement.doc jn CITY OF REDLANDS ATTEST: J e Donaldson, City Clerk REDLANDS 6120, LLC, A DELAWARE LIMITED LIABILITY COMPANY By: DIVERSIFIED PACIFIC COMMUNITIES, LLC, A DELAWARE LIMITED IABILITY COMPANY Its: Man er Matthew A. Jordan,Xo-Managing Member REDLAN S 3WNSYLVANIA, LLC, A DELAWARE LIMITED LIABILITY COMPANY By: DIVERSIFIED PACIFIC COMMUNITIES, LLC, A DELAWARE LIMITED LIABILITY COMPANY Its: Mannar A Matthew A. Jpfd*Co-Managing Member REDL DS YONEER, LLC, A DELAVLARE LIMITED LIABILITY COMPANY By: DIVERSIFIED PACIFIC COMMUNITIES, LLC, A DELAWARE LMTED LIABILITY COMPANY Its: Mana2es A Co -Managing Member Page 6 of 6 L:Icaldjm\AgreementslDiversified Pacific Settlement Ageement.doc.jn EXHIBIT "A" Diversified Pacific Development Impact Fees San Bernardino Avenue Improvements Request for Deferral of Payment on 23 Remaining Lots May 31, 2019 Phase and Number of Lots Remaining lots Tract Estimated Building Permit Payment Date Park and Open Space Fees Transportation Fees storm Drain Fees Requested Deferred Fees 68 -5 Lots Lots 18.22 Redlands Pennsylvania, LLC- TR19975 June 5, 2019 19,800 7,562 3,500 30,862 78 -4 Lots Lots 1, 2, 12, & 13 Redlands Pennsylvania, LLC - TR19975 July 8, 2019 15,840 6,049 2,800 24,689 8A - 4 Lots Lots 3, 4, 10, & 11 Redlands Pennsylvania, LLC-TR19975 August 5, 2019 15,840 6,049 2,800 24,689 88 - 5 Lots Lots 5-9 Redlands Pennsylvania, !LC - TR19975 September 9, 2019 19,800 7,562 3,500 30,862 7A-4 Lots Lots 64-67 Redlands Pennsylvania, !LC-TR19975 October 7, 2019 15,840 6,049 2,800 24,689 41) -1 Lot Lot 31 Redlands Pioneer, LLC-TR18979 October7, 2019 3,960 1,512 700 6,172 Grand Total 91,080 34,784 16,100 141,964 EXHIBIT "D" GRANT DEEDS RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Attn: MAIL FUTURE TAX STATEMENTS TO: City of Redlands 35 Cajon Street, Suite 4 Redlands, Cali£ornia 92373 Attn: APN: 0168-891-21-0000 (Space above this line is for recorder's use) The undersigned declares the DOCUMENTARY TRANSFER TAX is S Computed on the consideration or value of property conveyed, OR Computed on the consideration or fWl value less liens and/or encumbrances remaining at time of sale. Unincorporated Area City of San Bernardino Signature of Declarant GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Redlands 61203 LLC, a Delaware limited liability company does hereby GRANT to City of Redlands, a California municipal corporation and general law city that certain real property in the City of Redlands, County of San Bernardino, State of California, described on Exhibit "A", attached hereto and incorporated herein by reference. Subject to all covenants, restrictions, conditions, easements and other encumbrances of record existing at the time of recordation of this Grant Deed. Dated: REDLANDS 6120, LLC, a Delaware limited liability company By: Diversified Pacific Communities, LLC, a Delaware limited liability company By: Matthew A. Jordan, Co -Managing Member D583-000 - 3819768.1 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property being conveyed herein by Redlands 6120, LLC to the City of Redlands, is hereby accepted by the undersigned on behalf of the Grantee pursuant to the City of Redlands Municipal Code. Cll.7\►Y-Y-D�-� CITY OF REDLANDS, a California municipal corporation and general law city By: Title: Date: Authorized Representative D583-000 - 3819768.1 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } County of ) On , 2020, before me, , (insert name of notary) Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) D593-000 - 3919768.1 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of } On , 2020, before me, , (insert name of notary) Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature. (Seal) D583-000 -- 3819768.1 EXHIBIT "A" DESCRIPTION OF PROPERTY THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Lot 21 of Tract 16627, in the City of Redlands, County of San Bernardino, California, as per map recorded in Book 340, Page(s) 10 through 12, inclusive of Miscellaneous Maps, in the Office of the County Recorder of said County. APN: 0168-891-21-0000 D583.000 - 3819768.1 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Attn: MAIL FUTURE TAX STATEMENTS TO: City of Redlands 35 Cajon Street, Suite 4 Redlands, California 92373 Attn: (Space above this line is for recorder's use) The undersigned declares the DOCUMENTARY TRANSFER TAX is $ Computed on the consideration or value of property conveyed, OR Computed on the consideration or full value less liens and/or encumbrances remaining at time of sale. Unincorporated Area City of San Bernardino Signature of Declarant GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Redlands 6120, LLC, a Delaware limited liability company does hereby GRANT to City of Redlands, a California municipal corporation and general law city that certain real property in the City of Redlands, County of San Bernardino, State of California, described on Exhibit "A", attached hereto and incorporated herein by reference. Subject to all covenants, restrictions, conditions, easements and other encumbrances of record existing at the time of recordation of this Grant Deed. Dated: REDLANDS 6120, LLC, a Delaware limited liability company By: Diversified Pacific Communities, LLC, a Delaware limited liability company By: Matthew A. Jordan, Co -Managing Member D583-000 - 3819798.1 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property being conveyed herein by Redlands 6120, LLC to the City of Redlands, is hereby accepted by the undersigned on behalf of the Grantee pursuant to the City of Redlands Municipal Code. GRANTEE: CITY OF REDLANDS, a California municipal corporation and general law city By: Title: Date: Authorized Representative ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } County of } On , 2020, before me, , (insert name of notary) Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) D583-000 -- 3819793.1 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of ) On , 2020, before me, , (insert name of notary) Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the persons) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) D583-000 -- 3819798.1 EXHIBIT "A" DESCRIPTION OF PROPERTY THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Lot 62 of Tract 16465, in the City of Redlands, County of San Bernardino, California, as per map recorded in Book 341, Page(s) 70 through 73, inclusive of Miscellaneous Maps, in the Office of the County Recorder of said County. APN: 1212-451-62-0000 0583-000 - 3819798A