HomeMy WebLinkAboutContracts & Agreements_4-2014_CCv0001.pdf SECOND
TOLLING AGREEMENT
This tolling agreement ("Second Tolling Agreement") is made and entered into
this 21"day of January, 2014,by and between 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"). City and Hamilton are sometimes individually referred to
herein as a "Party" and, together, as the "Parties." In consideration of the mutual
promises contained herein, the Parties agree as follows:
RECITALS
WHEREAS, Hamilton represents it has a legal or equitable interest in certain real
property located in the City of Redlands and as further referenced in Hamilton's
Complaint,which is identified in the below recitals (the"Property"); and
WHEREAS, on May 29, 2013, Hamilton filed a claim against City for damages
allegedly caused by City's wrongfully occupying, and denying Hamilton access to, the
Property; and
WHEREAS, on November 30, 2013, Hamilton filed an action against City in the
San Bernardino Superior Court, designated as Case No. CIVDS 1212381, alleging
damages and requesting an injunction for: (1) Quiet Title, (2) Ejectment, (3) Tresspass,
and (4) Declaratory Relief(the"Complaint"); and
WHEREAS, City staff apprised the Redlands City Council of the facts and
circumstances of the Complaint during closed session meetings of the City Council, and
the City Council directed staff to discuss settlement of the Complaint with Hamilton; and
WHEREAS, City and Hamilton subsequently entered into a tolling agreement, a
copy of which is attached hereto, to permit such settlement discussions; and
WHEREAS, to further facilitate settlement discussions, Hamilton dismissed the
Complaint,without prejudice, pursuant to the attached tolling agreement; and
WHEREAS, City and Hamilton desire to continue their discussions in an attempt
to reach a settlement before additional legal action is taken and expenses are incurred by
the Parties; and
WHEREAS,that initial tolling agreement expired on December 31, 2013; and
WHEREAS, Hamilton has since refiled the Complaint; and
WHEREAS, City and Hamilton desire to enter into this Second Tolling
Agreement to provide for an extension of time to allow such settlement discussions to
continue without prejudice to the Parties;
1:�ca',djtn,Agreetnents\liainitton Second Tolling Agreement 1.10,14.doc
NOW, THEREFORE, in consideration of the mutual promises contained herein,
the Parties agree as follows:
AGREEMENT
I Tolling Date: This Second Tolling Agreement shall be effective as of
December 31, 2013 (the"Tolling Date").
2. Tolling: City and Hamilton hereby agree that the running of any and all
statutes of limitation and any other defenses based on the passage of time on any and all
claims and causes of action that Hamilton and City have against each other based upon
the claim filed by Hamilton, or based upon the Complaint, which were not already barred
by the statute of limitations or passage of time as of the Tolling Date, shall be tolled
through April 30, 2014.
3. Dismissal of Complaint: Hamilton shall dismiss the Complaint, without
prejudice.
4. Lapse of Time: There shall be no lapse of time considered between the
expiration of the first tolling agreement and this Second Tolling Agreement. This Second
Tolling Agreement shall relate back to December 31, 2013, the date of the expiration of
the first tolling agreement.
5. Lapsed Claims: This Second Tolling Agreement has no effect on claims or
causes of action that, prior to the Tolling Date, were already barred by the statute of
limitations or otherwise barred by the passage of time, and this Second Tolling
Agreement shall not be construed to revive any such time-barred claims or causes of
action.
6. No Admission of Liability: This Second Tolling Agreement does not
constitute an admission by either of the Parties of the validity of any claim, cause of
action or defense, or liability, and this Second Tolling Agreement shall not be used or
referred to in any proceeding for any purpose other than to establish the Tolling Date.
7. Applicable Law: This Second Tolling Agreement shall be governed by
and construed in accordance with the laws of the State of California.
8. Equitable Doctrines: Any defense which any Party may have, including
those based on laches or related equitable doctrines, shall not be based upon or supported
in any way by the postponement of any claim or defense during the tolling period.
9. Successors and Assigns: The terms, conditions, covenants and agreements
set forth in this Second Tolling Agreement shall apply to and bind the assigns and
successors in interest of the Parties.
1:'�ca`djm',AgreementsiHamilton Second Tolling Agreement 1.10.14.doc
10. Entire Agreement, The undersigned acknowledge and represent that they
have read this Second Tolling Agreement and consulted with their respective legal
counsel concerning its contents and consequences, that this Second Tolling Agreement is
being executed solely in reliance on their respective judgment, belief and knowledge of
the matters set forth herein, and on the advice of their counsel. This Second Tolling
Agreement, negotiated by the Parties, integrates all the terms and conditions, and
supersedes all negotiations, of previous agreements between the Parties concerning the
specific subject matter of this Agreement.
11. Attorneys' Fees: In the event any action is commenced to enforce or
interpret any of the terms or conditions of this Agreement the prevailing Party shall, in
addition to any costs and other relief, be entitled to the recovery of its reasonable
attorneys' fees, including fees for the use of in-house counsel by a Party.
IN WITNESS WHEREOF, the Parties through their duly authorized
representatives, entered into this Agreement. The Parties having read and understanding
the foregoing terms and conditions do by their respective signatures adhere to the same.
CITY HAMILTON
4, j—,
Pete Aguifid, Mayor Amelia(Amy) Hamilton, as Trustee
Of the Survivor's Trust Created
under The Cardinal Family Trust of
1990
ATTEST:
Sam Irwin, Cit y1Clerk
1:1,cal.djin,AgreetnenW-Ramitton Second Tolling Agreement 1,10.14.doc