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HomeMy WebLinkAboutContracts & Agreements_4-2015_CCv0001.pdf AGREEMENT OF SETTLEMENT AND GENERAL RELEASE 1. PARTIES: The parties to this Agreement of Settlement and General Release("Agreement") are Amelia (Amy) Hamilton as Trustee of the Survivor's Trust created under the Cardinal Family Trust of 1990 ("Hamilton"), and the City of Redlands ("City"). Hamilton and City are sometimes individually referred to herein as a"Party" and, together, as the "Parties." 2. EFFECTIVE DATE: This Agreement is made and entered into this 20th day of January, 2015 ("Effective Date"). 3. RECITALS: This Agreement is made with reference to the following facts: 3.1 Certain disputes and controversies have arisen between the Parties. 3.2 Such disputes and controversies include, but are not limited to, the claims, demands and case or causes of action set forth by the Parties in a civil action designated as Case No. CIVDS 1400076 pending in the San Bernardino County Superior Court and entitled Amelia(Amy) Hamilton as Trustee of the Survivor's Trust created under the Cardinal Family Trust of 1990 v. City of Redlands. 3.3 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 dealings between Parties prior to such Effective Date including, without limitation on the generality of the foregoing, any and all claims, demands and cause or causes of action reflected in the civil action referenced in Paragraph 3.2 above. 4. TITLE REPORT AND GRANT DEED: The City has delivered to Hamilton's counsel, Wacy Armstrong, a Preliminary Title Report showing fee title to San Bernardino County Assessor's Parcel No.0175-221-08(the"Property") vested in the City of Redlands along with a draft of Grant Deed transferring title of the Property, in its "as-is" condition as of the Effective Date of this Agreement, to Hamilton. 5. DISMISSAL: Upon the recordation of the Grant Deed and delivery of a Policy of Title Insurance naming HAMILTON as the fee simple title holder of the Property to counsel for HAMILTON, HAMILTON shall dismiss,with prejudice, the civil action referenced in Paragraph 3.2 above. Page 1 of 4 I:\ca\djm\Agreements\Hamilton Settlement Agreement 1 20.l4.docx 6. GENERAL RELEASE: In consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt of which is acknowledged by each Party, promises, agrees and generally releases as follows: 6.1 Except as to such rights or claims as may be created by this Agreement, the Parties hereby releases,remise and forever discharges each other from 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 dealings between the Parties prior to such Effective Date including,without limitation on the generality of the foregoing,any and all claims, demands and cause or causes of action reflected in the civil action referenced in Paragraph 3.2 above. 6.2 The Parties hereto specifically waives the benefit of provisions of Section 1542 of the California Civil Code of the State of California, as follows: "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 must have materially affected his or her settlement with the debtor." 7. REPRESENTATIONS AND WARRANTIES: Each of the Parties to this Agreement represents and warrants to the other Party as follows: 7.1 The Parties hereto have received independent legal advice from its legal counsel 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. 7.2 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 any 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 any 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. 7.3 Each of the Parties has made such investigation of the facts pertaining to this settlement and this Agreement, and all the matters pertaining thereto, as it deems necessary. 7.4 Each of the Parties has read this Agreement and understands the contents hereof. 7.5 In entering into this Agreement and the settlement provided for herein, the Parties assumes the risk of any misrepresentation, concealment or mistake. If the Parties should subsequently discover that any fact relied upon by them in entering into this Agreement Page 2 of 4 1Acaldjm\Agreements\Hamilton Settlement Agreement 1 26.14.docx was untrue, or that any fact was concealed from the Parties, or that the Parties understanding of the facts or of the law was incorrect, the Parties shall not be entitled to any relief in connection therewith including, without limitation on the generality of the foregoing, any alleged right or claim to set aside or rescind this Agreement. 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. 7.5 The Parties have not heretofore assigned,transferred,or granted, or purported to assign, transfer,or grant,any of the claims, demands,and cause or causes of action disposed of by this Agreement. 7.7 Each term of this Agreement is contractual and not merely a recital. 7.8 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 matters related herein. Nevertheless, it is the intention of the Parties to fully, finally and forever to settle and release all such matters, and all claims relative thereto,which do 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. 7.9 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. 8. REPORTS: The City has filled out, completed, and returned to counsel for Hamilton a Seller Vacant Land Questionnaire,a copy of which is attached hereto as Exhibit"A."The City has further delivered to Hamilton's counsel a record of survey for the Property, a copy of which is attached hereto as Exhibit `B." Hamilton has reviewed and approved the Questionnaire and the record of survey and agrees to accept the Property in its "as--is"condition. 9. SETTLEMENT: This Agreement effects the settlement of claims which are denied and contested, and nothing contained herein shall be construed as an admission by any Party of any liability of any kind to any other Party. Each of the Parties denies any liability in connection with any claim and intends hereby solely to avoid litigation and buy its peace. 10. MISCELLANEOUS: 10.1 This Agreement shall be deemed to have been executed and delivered within the State Page 3 of 4 h\caldjm\AgreementslHamilton settlement Agreement L 2O.l4.docx 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. 10.2 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. This Agreement may be amended only by an agreement in writing, signed by the Parties. 10.3 This Agreement is binding upon and shall inure to the benefit of the Parties, their respective agents, employees, representatives, officers, directors, divisions, subsidiaries, affiliates, assigns, heirs, successors in interest and shareholders. 10.4 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 party. 10.5 In the event of litigation relating to this Agreement, in addition to costs and any other relief granted,the prevailing Party shall be entitled to recover its reasonable attorneys' fees, including fees for use of in-house counsel by a Party. 10.6 This Agreement may be executed in counterparts, and when each Party has signed and delivered at least one such counterpart, each counterpart 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 the Parties. Amelia (Amy) Hamilton Paul W. Foster, Mayor, City of Redlands Trustee of the Survivor's Trust Created Under the Cardinal Family Trust of 1990 Attest: Sam Irwin, Ci y C,erk Page 4 of 4 I:\ca\djm\Agreements\Hamilton Settlement A.-reement 1.20.14.docx of any liability of any kind to any other Party. Each of the Parties denies any liability in connection with any claim and intends hereby solely to avoid litigation and buy its peace. 10. MISCELLANEOUS: 10.1 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. 10.2 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. This Agreement may be amended only by an agreement in writing, signed by the Parties. 10.3 This Agreement is binding upon and shall inure to the benefit of the Parties. their respective agents, employees, representatives, officers, directors, divisions, subsidiaries, affiliates, assigns, heirs, successors in interest and shareholders. 10.4 Each Party has cooperated in the drafting and preparation o#' this Agreement. Hence, in any construction to be made of this Agreement, the same shat I not be construed against any party. 10.5 In the event of litigation relating to this Agreement, in addition to costs and any other relief granted, the prevailing Party shall be entitled to recover its reasonable attorneys' fees, including fees for use of in-house counsel by a Party. 10.6 This Agreement may be executed in counterparts, and when each Party has signed and delivered at least one such counterpart, each counterpart 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 the Parties. Amelia( y)Hamilton Pete Aguilar, Mayor, City of Redlands Trustee oft e Survivor's Trust Created Under the Cardinal Family Trust of 1990 Attest: Page 4 of 4 L:1UserslWiit;l4AItpDaudLocat,Microsort\Wi[tdowsl1,Ictcaviie\Content.Outlook\IF13KQVW7\Hamilton Settlement Agreement 925 .docx Vacant Land Property Address:C1tsr of ReMands, Ch Dale: 1+r? 1�7_ / Seller represents that Seller has provided the answers and,If any,explanations and comments on this Form and any attached addenda and that such Information Is true and correct to the best of Seller's knowledge as of the date signed by Seller.Seiler acknowledges(1)Seller's obligation to disclose Information requested by this Form Is Independent from any duty of disclosure that a real estate Ilcensee may have In this transection,and(11)nothing that any such real estate licensee does or says to Seller relieves Seller from his/her own duty of disclosure, Data 09175x1F'': Fete SELLER SELLER By By Print name City of 3tedIands Print name t iui3 �"Y�•, �y�f'i%. ..r�ir .YR.erv..rw ,n:w•�• a�F �: � ' By aligning below,Buyer acknowledges that Buyer has read,understands and has received a copy of this Seller Vacant Land Questionnaire form. Bate 0912 014 Date BUYER BUYER By By Print name An 2latailton s'sua-as Print name Title Title THIS FORM HAS 13EEN APPROVED 9Y THE CALIFORNIA ASSOCIATION OF RSALTORSOJCA•R.1.NO REPRESENTATION IS MADE AS To THE LEGAL VALMITY OR ADEQUACY OF TRANSACTI NS ANY YOU DESIREE LEt"iA1.OR TAXECIFIC ADVICE TRANSACTION. APPROPRIATE PROA REAL ESTATE FESS 0 KER INALmE PERSON QUALIFIED TO ADVISE CIH REAL ESTATE TMs form Is avasabie htt use by Itor walk*real*Stale ltKfustry.It Is not intwum to Idsnttty Ina useras a REALTORV.REALTORS'Is o tt:ptstorod eolbMq mamborsnlp awk wNr h may be umW Doty iy membra d 04 NATIONAL ASSOCIATION OF RE&TOR5t who subscdbe to Ile Coda of Elbia, r 1'obisAdadWtrbtedby *%b*StfftbOfta*q Aws:iWmoffflE&TCFW Reviewed by-Dale 1 I f ._� I � s ,Sn5ad1 Meae.LmhWln.Cdbw1t90020 . a VLQ REVISED 111-12(PACE 4 OF 4) SELLER VACANT LAND QUESTIONNAIRE(VLQ PAGE 4 OF 4) Hamilton