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HomeMy WebLinkAboutContracts & Agreements_29-2022SETTLEMENT AND RELEASE AGREEMENT THIS SETTLEMENT AND RELEASE AGREEMENT ("the Agreement") is made and entered into as of March I(), 2022, by and between the "Parties," CHASE MANAGEMENT, INC , a California corporation ("Chase"), and the CITY OF REDLANDS, a California general law city ("City") on the other hand. Chase and the City are sometimes referred to herein individually as a "Party" and collectively as the "Parties" RECITALS A WHEREAS on March 13, 2019, Chase brought an action against the City In the California Superior Court for the County of San Bernardmo, Case No. CIVDS 1907758, alleging the City violated the equal protection clause of the United States Constitution in connection with Chase's proposals to build a car wash, modify a traffic median, and move certain commercial signage, respectively, related to real property located at 941 California Street, Redlands, California (the "Action") B. WHEREAS the City denied and denies generally and specifically each and every of Chase's allegations C WHEREAS the parties acknowledge that the Agreement is the result of compromise and negotiations between the parties. D. WHEREAS Chase and the City each view the settlement as advantageous. Chase and the City each face numerous and substantial risks in litigation of the disputes between them. Chase and the City, while asserting the validity of their respective claims and defenses, and denying that they are liable to anyone or have committed any wrongdoing, wish to avoid lengthy, costly, and time-consuming litigation, and to obtain full, final, and complete settlement of all claims agamst each other. It is understood and agreed that this is a compromise settlement of disputed claims and that the promises and payment in consideration of this Agreement shall not be construed to be an admission of any liability or obligation whatsoever by any Party, or to any other person whomsoever NOW, THEREFORE, in consideration of the mutual promises contained herein, it is agreed as follows. 1. Incorzoration The recitals above are incorporated by this reference and made a part of the Agreement. 2 Settlement Sum In full and final settlement of the Action, and in consideration of all releases, covenants, and agreements contained in this Agreement, the City shall pay Chase the total amount of Fifty Thousand Dollars and no cents ($50,000.00) (the "Settlement Sum") 2.1 Timing of Payment. Payment of the Settlement Sum shall be made on or before thirty (30) days of this Agreement being fully executed and the City's receipt of Page 1 of 4 CHASE MANAGEMENT, INC / CITY OF REDLANDS SETTLEMENT AND RELEASE AGREEMENT Chase's form W-9 2.2 Method of Payment. The City shall pay the Settlement Sum by check made payable to "The Mueller Firm, P.C. Client Trust Account" and delivered to Chase's legal counsel at The Mueller Firm, P C 2355 Westwood Boulevard #636, Los Angeles, California 90064 3. Release In accordance with the terms of this Agreement, Chase shall, for itself and its respective heirs, successors, and assigns, forever discharge and release the City, as well as all of the City's current or former elected and appointed officials, officers, employees, and agents, and all persons acting by, through, under or in concert with any of them, and each of their respective heirs, successors, and assigns (collectively, "Releasees"), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, and expenses of any nature whatsoever, from the beginning of time to the date of the execution of the Agreement, known or unknown, suspected or unsuspected, which were raised in or related to the Action 4 Knowing and Voluntan Waiver Chase acknowledges the risk that subsequent to the execution of this Agreement, it may discover facts or may mcur, suffer, or discover losses, damage or injuries which are unknown and unanticipated at the time this Agreement is signed, which if known on the date of this Agreement, may have materially affected its decision to give the release contained in this Agreement. Despite this knowledge and understanding, Chase hereby assumes the risk of such unknown and unanticipated facts and claims, and, except as otherwise provided in this Agreement, hereby waives any alleged right to set aside or rescind this Agreement and any and all rights under California Civil Code § 1542 (and similar laws in other jurisdictions), which section has been duly explained to and is understood by Chase, and which reads as follows A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party. Chase represents and warrants that with respect to the releases given by Chase hereto, no portion of any claim, right, demand, action or cause of action released hereunder, and no portion of any recovery or settlement to which Chase might be entitled based upon any such claim, right, demand, action or cause of action, has been assigned or transferred to any other person, firm or corporation, in any manner, including by way of subrogation, operation of law, attorneys' lien, or otherwise. 5. Dismissal with Prejudice. Upon receipt of the Settlement Sum, Chase shall file within five (5) business days thereafter, a Request for Dismissal with Prejudice as to the Action, in its entirety Page 2 of 4 CHASE MANAGEMENT, INC / CITY OF REDLANDS SETTLEMENT AND RELEASE AGREEMENT 6 Miscellaneous 6.1. Representations. The parties represent and acknowledge that in executing this Agreement, they do not rely and have not relied upon any representation or statement not set forth herein with regard to the subject matter, basis, or effect of the Agreement or otherwise. 6.2. Waiver of Fees and Costs Except for the rights, covenants, duties and obligations created by this Agreement, and effective only upon delivery of the fully executed Settlement Agreement, the Parties agree that each shall bear their own costs and fees incurred in prosecuting or defending the Action, and in negotiating the terms of this Settlement Agreement 6 3 Code of Civil Procedure § 664.6 The Parties agree that the San Bernardino Superior Court has the power to enforce this Settlement Agreement pursuant to California Code of Civil Procedure § 664 6 and shall retain jurisdiction in the event of an alleged breach Where necessary, the Parties further agree to file any and all required documents in the Action prior to dismissal in order to achieve the effect of this provision 6.4. Binding on Successors. This Agreement shall inure to the benefit of and be binding upon the heirs, representatives, successors, and assigns of each party 6 5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument 6 6 Fully Integrated. The Agreement sets forth the entire agreement between the parties hereto, and fully supersedes any and all prior agreements or understandmgs between the parties pertaining to the subject matter of the Agreement The Agreement may not be modified, waived, rescinded or amended in any manner except by a writing executed by all parties to the Agreement which clearly and specifically modifies, waives, rescinds or amends the Agreement 6.7. Governing Law. This Agreement shall be governed by and construed under and in accordance with the laws of the State of California. 6.8. Authority Each individual who signs this Agreement on behalf of any corporation or other entity represents and warrants that such corporation or other entity, acting through its duly authorized directors or officers, has specifically approved this Agreement and authorized him or her to sign this Agreement on behalf of such corporation or other entity 6.9. Interpretation. The language in all parts of this Agreement shall in all cases be construed simply as a whole and in accordance with its fair meaning and not strictly for or against any party The parties hereto acknowledge and agree that this Agreement has been prepared jointly by the parties and has been the subject of arm's length and careful negotiation, that each party has been given the opportunity to independently Page 3 of 4 CHASE MANAGEMENT, INC / CITY OF REDLANDS SETTLEMENT AND RELEASE AGREEMENT review this Agreement with legal counsel and other consultants, and that each party has the requisite experience and sophistication to understand, interpret and agree to the particular language of the provisions hereof Accordingly, in the event of an ambiguity in or dispute regarding the interpretation of this Agreement, this Agreement shall not be interpreted or construed against the party preparing it, and instead other rules of interpretation and construction shall be utilized 6.10. Severability. The provisions of the Agreement are severable, and if any part of it is found to be unenforceable, the other paragraphs shall remain fully valid and enforceable 611 Signatures. Any signatures to this Agreement which are transmitted between the parties via facsimile or electronic mail shall, for evidentiary purposes, have the same validity and effect as the original signatures 612 Headings The headings contained in this Agreement have been inserted for convenience only and in no way define or limit the scope or interpretation of this Agreement 6 13 Counsel All parties have had the opportunity to review this Agreement with their respective counsel. 6.14. Taxes Chase agrees, represents and warrants it shall have sole responsibility for the satisfaction of any and all taxes, hens or assignments in law or equity, or otherwise, that may exist with respect to any payment by City pursuant to this Agreement, and that It will fully satisfy all taxes, liens, and assignments upon receipt of the settlement payments IN WITNESS WHEREOF, the Parties have executed this Agreement as of its Effective date DLANDS Paul T. Barich, Mayor ATTEST. ne Donaldson, City Clerk Page 4 of 4 CHASE MANAGEMENT, INC. H Troy arahmand,'President CHASE MANAGEMENT, INC / CRY OF REDLANDS SETTLEMENT AND RELEASE AGREEMENT