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HomeMy WebLinkAboutContracts & Agreements_212-2025SETTLEMENT AND RELEASE AGREEMENT This Settlement and Release Agreement ("Settlement Agreement") is entered into on September 4a, 2025, and made by and between the City of Redlands ("City") and Miller & Associates LLC, a California limited liability company C'Miller"). The City and Miller may collectively be referred to as the "Parties" or individually as a "Party". RECITALS A. WHEREAS, a dispute has arising regarding alleged subsidence and other damages related to real property owned by Miller located at 611 W. Redlands Blvd., Redlands, California ("Property,,); City; B. WHEREAS, on March 1, 2022, Miller filed its Complaint C'Complaint") against C. WHEREAS, on or about May 6, 2022, the City filed its Answer to the Complaint; D. WHEREAS, the Parties have agreed to resolve and settle all claims related to the Property and Complaint to avoid the expense, inconvenience, and uncertainties of engaging in litigation and without the admission of liability by any of them, and enter into this Settlement Agreement to formally memorialize the terms of the settlement as set forth below; and E. WHEREAS, the Parties declare that each has read this Settlement Agreement and understands and knows the contents thereof, and represents and warrants that each of the Parties executing this Settlement Agreement is empowered to do soand hereby binds the respective party. TERMS AND CONDITIONS Now, in consideration of the foregoing recitals, which are incorporated herein, the mutual understandings contained in this Settlement Agreement and other good, valuable and sufficient consideration, the Parties agree as follows: INCORPORATION OF RECITALS The above recitals are incorporated herein by reference as though fully set forth herein. 2. SETTLEMENT TERMS AND DlSM SEAL a. The City shall have the option to purchase the Property for a purchase price of $3,400,000, The City shall be provided 60 days from the date of this Settlement Agreement to exercise its option to purchase the Property. Miller shall reasonably cooperate with the City in order to have the property inspected and shown to potentially buyers, as well as facilitate and provide any necessary information to potential buyers. To the extent the City exercises its option to purchase the Property, the City shall provide a "Notice of Intent to Purchase" to Miller, and said notice shall be delivered to Miller's counsel of record, Stacey Aldstadt, via email. To the extent the City exercises its option to purchase the Property, said purchase shall be documented and memorialized by a purchase and sale agreement mutually agreed to by the Parties. To the extent the City provides Notice of Intent to Purchase, as set forth herein, the Parties agree that the total purchase price of the Property shall be $3,400,000. SRTMEMENTAGREEMENr- REDIANDSADV. MILLER&ASsoaATEs Page 1 17942.00174144213 s26, I b. If the City does not exercise its option to purchase the Property, or 60 days from the date of this Settlement Agreement expires without the City providing its Notice of Intent to Purchase as set forth above, the City shall pay Miller a total of Two Million, One Hundred Thousand Dollars and zero cents ($2,100,000) as settlement for the Complaint ("Settlement Payment"), inclusive of all attorneys' fees and costs, A single check payable to Miller by the City for the Settlement Payment will be delivered to 1 " no later than thirty (30) days afterthe City's decision not to purchase the Property is provided or afterthe 60 days have elapsed as set forth above with no Notice of Intent to Purchase provided by the City, whichever is earlier. The Settlement Payment shall be null and void, and not owed by the City, if the City purchases the Property. C. Within 5 days of the City purchasing the Property as set forth in Section 2.a., or within 5 days of the City providing the Settlement Payment described in Section 2.b., Miller shall file a request for dismissal, with prejudice, as to the entirety of the Complaint. d. City and Miller agree and acknowledge that substantial coordination and cooperation are required from both parties to accomplish the remediation of the building. City agrees to cooperate to the maximum extent possible with the remediation efforts, including waiving any fees over which the City has discretion to waive. Miller agrees to abide by all City planning requirements in the remediation efforts, provided that the City uses all reasonable efforts to expedite planning reviews and construction coordination meetings to accomplish the mutual goal of protecting the Zanja in place while remediating the building. 3. FULL SETTLEMENT Except for the obligations set forth in this Settlement Agreement or otherwise noted herein, the Parties acknowledge that the purchase, of the Property, as set forth in Section 2.a. or the Settlement Payment set forth in Section 2.b. shall constitute full and final settlement of all claims the Parties have against one another, including but not limited to, compensation for any and all claims, causes of action or damages related to the Property, or the Complaint. 4. RELEASE 4.1 Release of Claims bg the City, Except as set forth by this Settlement Agreement, the City releases and discharges all claims of every kind whatsoever whether known or unknown, which the City or any of its agents, shareholders, representatives, employees, architects, engineers, construction managers, predecessors, successors and/or assigns, asserts or could assert against Miller or any of its agents, shareholders, representatives, sureties, insurers, employees, predecessor, subcontractors, successors and/or assigns, relating to the Property and/or the Complaint ("City Releases"). 4,2 Release of Claims by Miller SETTLEMENT AGREEMENr - REnL VDS AAV. MILLER& AssoQATEs Page 2 17942.00174\44213826.1 Except as set forth by this Settlement Agreement, Miller releases and discharges all claims of every kind whatsoever whether known or unknown, which Miller or any of its agents, shareholders, representatives, employees, predecessors, successors and/or assigns, asserts or could assert against the City or any of its officials, officers, consultants, agents, shareholders, representatives, sureties, insurers, employees, arcbitects, engineers, construction managers, predecessor, successors and/or assigns, relating to the Property and/or the Complaint ("Miller Releases"), 4.3 Released Matters The City Releases and Miller Releases are collectively referred to as the "Released Matters." Specifically excluded from the Released Matters include any liability or obligation created by this Settlement Agreement, or any obligations by Miller related to compliance with any City code or ordinance regarding the Property. 4.4 Civil Code Section 1542 Waiver. (a) With respect to the releases described in the Released Matters, the Parties expressly waive all rights under California Civil Code section 1542 which provides that a general release does not extend to unknown or unsuspected claims which, if known, would have materially affected the settlement. California Civil Code section 1542 provides: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOTKNOW OR SUSPECTTO EXIST IN HIS OR HER FAVOR AT'iTIE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM' OR HER, WOULD IIAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASER PARTY " (b) The Patties acknowledge that they may hereafter discover facts different from, or in addition to, those which they now believe to be true with respect to the release of claims. The Parties agree that the foregoing release shall be and remain effective in all respects notwithstanding such different or additional facts or any discovery thereof. (e) The Patties further acknowledge and agree that waivers of rights under Section 1542 of the California Civil Code have been separately bargained for and are essential and material terms of this Settlement Agreement, and, without such waivers, this Settlement Agreement would not have been entered into. 5. GENERAL PROVISIONS. 5.1 Representation and Warranty. The Parties and signatories hereby each represent, covenant and warrant that they are authorized (individually or by their respective principals) to enter into and execute this Settlement Agreement and that they have not previously assigned any claims released or assigned in this Settlement Agreement, in whole or in part, or taken any other steps which would adversely affect the rights which are the subject of this Settlement Agreement, In the event that any of the above representations and/or warranties are breached or any of the representations and/or warranties contained in this subparagraph prove false, the broaching/misrepresenting Party hereby agrees to defend, indemnify and hold the other Parties SETTLEMENT AGREEMENT - REDLANDS ADV, MILLER& ASSOCIATES Page 3 17942.00174\44213826.1 harmless from all damages, loss, liability, costs and attorneys' fees resulting from said breach/misrepresentation. 5.2 No Tteliance. Each Party acknowledges: (i) this Settlement Agreement is the resolution of a fully matured set of facts and each Party individually declares and represents it is executing this Settlement Agreement In reliance solely on its ownjudgment, belief, and knowledge of the facts surrounding the transactions described in this Settlement Agreement; (H) this Settlement Agreement is made without reliance upon any statement or representation not contained in this Settlement Agreement of any other Party, or any representative, agent or attorney of any otherparty; (iii) no promise, inducement or agreement not expressed in this Settlement Agreement has been made to any Party; and (iv) the recitals, terms and conditions contained in this Settlement Agreement are contractual and not mere recitals. 53 Dlscovery. Each Party acknowledges that it may subsequently discover facts d ifferent from, or in addition to, those which it now believes to be true with respect to the Released Matters, and agree this Settlement Agreement shall be and remain effective in all respects notwithstanding such different or additional facts. 5.4 Additional Documents. The Parties agree to perform such further acts and to execute and deflver such further documents as may be reasonably necessary or appropriate to cant' out the intent or provisions of this Settlement Agreement. 5.5 Entire Agreement. This Settlement Agreement embodies the entire understanding and agreement among the Parties pertaining to the matters described herein and supersedes and cancels all prior oral or written agreements among the Parties. No modification of this Settlement Agreement shall be valid unless agreed to in writing by the Parties. 5.6 'Volunta . This Settlement Agreement is executed voluntarily and without duress or undue influence on the part of or on behalf of the Parties, or of any other person, firm or other entity. 5.7 Consultation with Counsel, The Parties acknowledge that they have had the right to seek counsel in the preparation of this Settlement Agreement and have had it fully explained to them by such counsel, and that they are fully aware of the contents of this Settlement Agreement and of its legal effect. Except as provided for in this Settlement Agreement, none of the Parties have been influenced to any extent whatsoever in executing this Settlement Agreement by any representations, statements, or omissions pertaining to any of the foregoing matters by any Party or said Party's counsel. 5.8 prafting of Settlement Agreement. None of the Parties hereto, nor their respective counsel, shall be deemed the drafters of this Settlement Agreement for purposes of construing the provisions thereof. The language in all parts of this Settlement Agreement shall in all cases be construed according to its fair meaning, not strictly for or against any of the Parties hereto. 5.9 Waiver. No provision of this Settlement Agreement may be waived unless in writing and signed by all Parties hereto. Waiver of any one provision herein, shall not be deemed to be a waiver of any other provision herein. . SETCLEsMENT AGREEMENr-- REDLANDS ADV. MILLER & ASSOCIATES Page 4 17942.00 ] 74\44213826. I 5.10 Assignment. Each Party represents and warrants that it has not assigned or otherwise transferred any interest in any claims which are the subject matter hereof. Each Party agrees to indemnify and hold any other Party, and each of them, harmless from any liability, loss, claims, demands, damages, costs, and expenses for attorneys' fees incurred by any of them as a result of any person asserting such assignment of transfer. 5.11 Governing Law. This Settlement Agreement shall be interpreted pursuant to California law. If legal action is necessary to enforce any of the terms of this Settlement Agreement, such action shall be brought in accordance with the laws of the State of California in a court having appropriate jurisdiction. 5.12 No Promise or Warranty. No promise or warranty shall be binding on the Parties except as expressly contained in this Settlement Agreement, 5.13 Attornoys' Fees. Each party to this Settlement Agreement will bear his, her or its own costs, expenses and attorneys' fees, whether taxable or otherwise, incurred in or arising out of or in any way related to the matters released by this Settlement Agreement, whether based on statute, regulation, ordinance or agreement. 5.14 Settlement AgEggont Binding on Assignees. Successors. This Settlement Agreement shall bind and inure to the benefit of the successors and assigns of the Parties, and to all affiliates, dba's or any other associated entities. 5.15 &verability. In the event that any portion of this Settlement Agreement is deemed illegal, invalid or unenforceable in any respect, then such invalidity, illegality or unenforccability will not affect any other provision of this Settlement Agreement and this Settlement Agreement shall be construed as though such illegal, invalid or unenforceable provision had never been contained herein, unless a court determines the primary purpose of this Settlement Agreement would be frustrated. 5.16 Denial of Liability. The Parties agree and mutually acknowledge that this Settlement Agreement is for settlement purposes only. The Parties have denied, and continue to deny, any wrongdoing in connection with the actions or inactions alleged in the Complaint. Neither this Settlement Agreement nor any action taken pursuant to this Settlement Agreement shall constitute any admission of any wrongdoing, fault, violation of law, or liability of any kind on the part of the Parties, or any admission by and of the Parties of any claim or allegations made in any action against such party, This Agreement is entered into to avoid the attorneys' foes, costs, expenses and risks associated with continued litigation of the claims and defenses asserted in the Complaint, including, without limitation, the released claims. 5.17 Counterparts. This Settlement Agreement may be executed in multiple counterparts, all of which shall constitute a binding Settlement Agreement. Facsimile and/or PDF signatures, when received, shall have the same force and effect as original signatures. PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS A GENERAL. RELEASE OF CLAIMS KNOWN AND UNKNOWN, SETTLEMENT AGREEMENT- REDLANDS ADV. MILLER& ASSOCIATES. Page 5 17942.00174\44213826.1 The Parties have executed and delivered this Settlement Agreement consisting of six (6) pages. WHEREFORE, the undersigned have read the foregoing Settlement Agreement, and fully understanding it agree to its terms, hereby execute this Settlement and Release Agreement and make it effective on the date of the last signature hereto. CITY OF RE LAND By: AL777 eL Print Name: Mario Saucedo Title Mayor Date i b - l A- -- 25 Attested By: CITY OF REDLANDS By: Print Name: Jeatuie T)ona111son Title City CIerk Date to — MILLER & ASSOCIATES LLC, a California limited liabilit By Print Name Me— U..iAe YZ--.— Title Date o I D-Qc�� SETTLEMENT AGREEMENT' - REDLANDS ADV. MILLER & ASSQQATES Page 6 17942,00174\442 13826.1