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HomeMy WebLinkAboutContracts & Agreements_64-2003_CCv0001.pdf SETTLEMENT AND RELEASE AGREEMENT This Settlement and Release Agreement (hereinafter "AGREEMENT") is entered into on April 15, 2003, by and between Petitioner the CITY OF REDLANDS, Respondent NADIA STRHAK (-'RESPONDENT"), and Buyers MARCO and BERTHA RAMIREZ ("BUYERS") in connection with the settlement of San Bernardino Superior Court Case No. SCVSS 095981 ("Case No. SCVSS 095981"). The previously noted parties are sometimes referred to herein as the "PARTIES." RECITALS A. On or about August 9, 2002, the CITY OF REDLANDS recorded a Notice of Pendenevof Administrative Proceeding with the San Bernardino County Recorder regarding certain real property located at 1250 Tribune Street, Redlands, California 92-374 (the "SUBJECT PROPERTY") asa* result of its administrative action arising out of numerous violations of the Redlands Municipal Code existing on the SUBJECT PROPERTY. I B. Subsequently, on or about December 18, 2002, the CITY OF REDLANDS filed a First Amended Petition for Appointment of a Receiver and For Other Relief Pursuant to Health and Safety Code Section 179S0.7,Case No.SCVSS 095981,regarding the SUBJECT PROPERTY and recorded a Notice of Pendency of Action for Case No. SCVSS 095981 with the San Bernardino County Recorder. SACRAMFN RYTOPA885 Page 1 of 10 C. The RESPONDENT represents that the SUBJECT PROPERTY is being sold to BUYERS and escrow is currently pending. RESPONDENT requests'that the CITY OF RED LANDS dismiss Case No. SCVSS 095981 without prejudice and in its entirety as it relates to RESPONDENT so that RESPONDENT may sell the SUBJECT PROPERTY to BUYER free and clear of all liens and encumbrances. D. The BUYERS request that the CITY OF REDLANDS release the Notice of Pendency of Administrative Proceeding and the Notice of Pendency of Action from title to the SUBJECT PROPERTY, so that BUYERS can close escrow and purchase the SUBJECT PROPERTY from the RESPONDENT free and clear of all liens and encumbrances. E. It is the intention ofthe PARTIES to resolve and settle theirdisputes and to discharge all claims, demands, causes of action, obligations, damages, and liabilities both parties may have aL,ainst the other that arise from or are related to Case No. SCVSS 095981. F. This AGREEMENT is a compromise of the claims and liabilities asserted by the PARTIES and shall not be treated as an admission of liability by any party. SACRAMENTUTOP4885 Page 2 of 10 AGREEMENT OF PARTIES NOW,THEREFORE. in consideration Of the Mutual covenants and conditions contained herein. the PARTIES agree as follows: 1. The PARTIES acknowledge that the recitals are true and correct and incorporate by reference those recitals into this AGREEMENT. BUYERS and RESPONDENT shall pay CITY OF REDLANDS the aggregate sum of 55.000.00. Such sum shall be due and payable at the close of escrow. The payment of such sum shall be complete upon the presentation of a valid check made payable to CITY OF REDLANDS in the amount of$5,000.00. 3. BUYERS agree to repair, or cause to be repaired, each of the items listed on the City's Notice and Ox-der to Repair. dated:august S,2002. ("REPAIR ORDER")no later than sixty (60) days from the date of this AGREEMENT. The REPAIR ORDER is attached hereto as Exhibit "A" and incorporated hercin by reference. 4. RESPONDENT agrees to repair,or cause to be repaired, each of the items listed on the REPAIR ORDER in the event the BUYERS fall to comply with Paragraph 2, above. SACRANIEN 1-04:0J1,4885 Page 3 of 10 5. BUYERS and RESPONDENT further agree to comply with any and all actions, recommendations and.'or decisions of.the CITY OF REDLANDS with regard to the common areas for the SUBJECT PROPERTY, as defined in Final Tract Map Nos, 10141 and 10142, and the conditions of approval required by the CITY OF REDLANDS for such maps. BUYERS and RESPONDENT are aware and understand that the actions, recommendations and/or decisions of the CITY OF REDL AN DS with regard to the common areas are unknown and yet tobe determined, but may include the creation of a Home Owner's Association ("HOA") to maintain the common areas. 6. Upon the execution of this AGREEMENT, the CITY OF REDLANDS agrees to execute and file a Request for Dismissal, dismissing Case No. SCVSS 095981 in its entirety and without prejudice RESPONDENT. CITY OF REDLANDS reserves the right to re-file this action against RESPONDENT in the event the terms and conditions of this AGREEMENT are breached. 7. REMOVAL OF THE NOTICES: Upon the execution ofthis AGREEMENT,the CITY OF REDLANDS agrees to record a Release of the Notice of Pendency of Administrative Proceeding and a Release of the Notice of Pendency of Action with regard to the SUBJECT PROPERTY. 8. The PARTIES shall bear their own attorneys' fees and costs incurred in connection with Case No. SCVSS 095981 and drafting and execution of this AGREEMENT. Z:� SACRAMENMEW',4885 Page 4of 10 9. RESPONDENT on behalf of itself, its agents,representatives, attorneys.employees, servants. affiliates. stockholders, predecessors. successors and assigns, both past and present, and an%,person or entity acting by, thr-OLI-11. under or in concert with each of them,do hereby release,and forever discharge the CITY OF REDLANDS and each of its, agents, representatives, partners, attorneys, employees, elected and non-elected officials, successors and assigns, both past and present, and any person or entity acting by, throuoh. Linder or in concert with each of them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or equity, suits,debts, liens,contracts, agreements,promises, liabilities,claims,demands, obligations, rights, breaches of contract, breaches of duty of any relationship, acts, omissions, misfeasance, malfeasance, sums of money, compensation. accounts, contracts. controversies, promises, losses, damages, costs, attorneys' fees, expenses of any type, I description,damages, - ype, kind, nature, description, or character whatsoever, whether known or unknown, claimed or suspected, existing or contingent, and irrespective of how, why or by reason of what facts, or which the RESPONDENT now has, ever had, ever claimed to have had, or that hereafter could, might or may be claimed against CITY OF REDLANDS arising out of Case No. SCVSS 095981. 10. LIQUIDATED DAMAGES: The PARTIES agree that in the event of a breach by BUYER and RESPONDENT,damages incurred by the CITY CIF REDLANDS,as aresult of such breach, would be difficult to calculate. Therefore, the PARTIES hereby agree that BUYERS and RESPONDENT shall be jointly and severally liable to the CITY OF REDLANDS in the amount of$10,000.00, in the event BUYERS and/I or RESPONDENT breach this AGREEMENT. This provision is in addition to the CITY OF REDLANDS* ability to specifically enforce this SACRAAMEN 1-0,EW 4885 Pa--e of 10 AGREETMENT. 11. NVAIVER OF APPEAL: The PARTIES acknowledge that,by agreeing to the terms and conditions of this AGREE-MENT, any and all rights they may have to challenge or appeal any proceeding or order of the CITY OF REDLANDS with regard to the items listed in the REPAIR ORDER or with regard to the common areas of the development which the SUBJECT PROPERTY is located, is forever waived. This waiver expressly includes any right by BUYERS or RESPONDENT to appeal or contest the formation of a HOA. 12. The PARTIES expressly waive the rights afforded under Civil Code section 1542 which provides that: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. The PARTIES represent and warrant that they have received the advice oftheir attorneywith respect to the advisability of making the release provided for herein, and the meaning of California Civil Code section 1542. SACRAMENTOTOP4885 Page 6 of 10 133. DISCOVERY OF ADDITIONAL FACTS:The PARTIES to this AGREEMENT, and each of them acknowledge that they,ma ,hereinafter discover facts different from,or in addition to. those which they noNv know to be true with respect to the subject n-iatter of this AGREEMENT, and agree thatthis AGREEMENT shall be and remain effective in all respects notwithstanding such different or additional facts or the discoven,,thereof. 14. REPRESENTATION AND WARRANTIES: The PARTIES to this AGREEMENT, and each of thein, warrant and represent to each other that they have not transferred, assigned or hypothecated,pothecated, or purported to transfer, assign or hypothecate, any of the claims being released hereunder. 15. NO RELIANCE ON OTHERS: The PARTIES to this AGREEMENT, and each of them, they acknowledge that in entering into this AGREEMENT have not relied upon any 9 1 statement of any other party or any PARTIES' attorneys, and should any party be mistaken in the PARTIES' belief.with reizard to some issue of fact or law regarding the matters herein, this regarding AGREEMENT shall nonetheless remain in full force and effect and be bindinc,as to each and all of the parties. 16. CONSTRUCTION OF AGREEMENT: The language in all parts of this AGREEMENT shall be in all cases construed as a whole according to its fair meaning and not strictly for or against any party hereto. SACRAMENTGTOA4885 Piu4c 7 of 10 17. SUCCESSORS: This AGREEMENT shall be binding upon and inure to the benefit of each party and PARTIES'respective successors,heirs and assigns. The CITY OF REDLANDS reserves the right to record this AGREEIMENT with the County Recorder's office once BUYERS close escrow on the SUBJECT PROPERTY. 18. COUNTERPARTS: This Release may be executed in one or more counterparts, (including via original or electronic facsimile or telecopier transmission,which shall be conclusively deemed an original signature or signatures) each of which shall be deemed an original but all of Z. which shall constitute one and the same instrument. 19. ACTION FOR ENFORCEMENT OF AGREEMENT: Ifany party hereto brings an action or other proceeding to interpret or enforce any of the terms of this AGREEMENT, or arising out of a breach of this AGREEMENT, then the prevailing party shall be entitled to recover costs and expenses, including reasonable attorneys' fees, in such amounts as maybe determined by the Court, having jurisdiction thereof, in addition to any other relief awarded. 20. ENTIRE AGREEMENT:This AGREEMENT constitutes the entire agreement and understandin-, among the PARTIES concerning the subject matter of the AGREEMENT, and supersedes all prior and contemporaneous agreements,statements,understandings,terms,conditions, negotiations, representations and warranties, whether oral or written, made by any of the parties or their attorneys concerning the matters covered by this AGREEMENT. SACRAMENTUTOP,4885 Page 8 of 10 21. ADN710E OF COUNSEL: Each of the PARTIES to this AGREEMENT has had the opportunity to obtain the advice of legal counsel of their choice' with respect to this AGREEMENT. 22. GOVERNING LAW: This AGREE.,NIENT shall be aovemed by and construed in accordance with the laws of the State of California. 23. AUTHORITY TO SIGN: All individuals signing below on behalf of any entity Z� hereby warrant and represent that they have full authority to execute this AGREEMENT on behalf I I of the entities for which they have signed. SA(TA,%1LNTa,,E0JX,4885 Page 9 of 10 IN WITNESS WHEREFORE, the PARTIES hereto have executed or caused this AGREEMENT to be executed by their duly authorized representatives. CITY OF REDLANDS DATED: April 15 2003. By: Karl N. Haws, Mayor ATTEST: By: Joirie Pcy-zer,,_C_-4 erk DATED: 2003. RESPONDENT Nadia Strhak By: Its: DATED: 2003. By: BUYER Marco Ramirez DATED: 2003. By: BUYER Bertha Ramirez SACC NNE NTUTOP,4885 Page 10 of 10