Loading...
HomeMy WebLinkAboutAGMT - Beach House at the River LLC formerly Bay City LLC (Settlement Agreement)SETTLEMENT AGREEMENT This Settlement Agreement ("Agreement") is entered into by and between the City of Seal Beach ("CITY") and Beach House at the River, LLC ("BEACH HOUSE"), collectively the ("PARTIES"). RECITALS A. On or about March 12, 2018, the CITY entered into a lease with Bay City, LLC (a predecessor to BEACH HOUSE) for lease of property owned by the City located at 15 First Street, Seal Beach, California, which Bay City intended to renovate and use as a restaurant (the "Lease"). B. Subsequently, Bay City, LLC, assigned its interest in the Lease of 15 First Street, to BEACH HOUSE. C. On or about March 11, 2019, Beach House submitted an application for a coastal development permit to the California Coastal Commission for improvements to the restaurant. D. On or about January 27, 2020, the CITY and BEACH HOUSE entered into a First Amendment to Lease for the property at 15 First Street, Seal Beach. E. Among other provisions, the Lease stated BEACH HOUSE would maintain the restrooms on the premises, and that the CITY would relocate the trash area to the neighboring City Beach Maintenance Yard. The PARTIES dispute the scope and obligation of these provisions. F. The California Coastal Commission issued the coastal development permit for the restaurant on or about March 12, 2021. G. Prior to construction of the restaurant, CITY allowed BEACH HOUSE to place a storage container in the City's Maintenance Yard across the parking lot from the restaurant (the "Storage Container"). Since opening of the restaurant BEACH HOUSE has been using the container to store items for the restaurant. BEACH HOUSE represents and warrants that it owns the Storage Container in fee simple. . H. Following execution of the First Amendment to the Lease a number of disputes arose amongst the PARTIES, including, but not limited to, maintenance of the restrooms, relocation of the trash area, and maintenance of the storage container. -1- S7296-1172\3108606v2.doc I. On March 22, 2023, BEACH HOUSE filed an action in Orange County Superior Court, Beach House at the River, LLC. v. City of Seal Beach, Case No. 30-2023-01314997 (the "ACTION"). BEACH HOUSE's current operative complaint is its Second Amended Complaint for Breach of Contract, Breach of Covenant of Good Faith and Fair Dealing. J. On June 22, 2023, CITY filed a Cross -Complaint in the ACTION. K. The PARTIES now seek to resolve all of their disputes related to the Lease and the ACTION, including, but not limited to, any allegations of damages or wrongdoing by either PARTY up to the date of this Agreement, and to clarify their obligations going forward. TERMS OF AGREEMENT IN CONSIDERATION OF THE ABOVE RECITALS, which are incorporated by reference and made a part of this Agreement, and in consideration of the mutual promises, covenants, terms and conditions set forth below, the Parties agree as follows. 1. Effective Date: This Agreement shall be effective as of the date of the last signature of the Agreement. 2. Dismissal of Claims by BEACH HOUSE: As soon as possible, but in any event no later than 10 calendar days of execution of the Agreement by the PARTIES, BEACH HOUSE will dismiss its complaint in the ACTION with prejudice. 3. Dismissal of Claims by the CITY: As soon as possible, but in any event no later than 10 calendar days of the later of the execution of the Agreement by the PARTIES and the license agreement regarding the storage container attached hereto as Exhibit A, the CITY shall dismiss its cross-complaint in the ACTION with prejudice. 4. Storage Container: BEACH HOUSE agrees to and hereby gifts the Storage Container to the CITY in fee simple and at no cost to CITY. BEACH HOUSE shall remove all property from the storage container within 60 days after execution of this Agreement. If BEACH HOUSE fails to do so, CITY may retain or dispose of such property in any manner, without liability to the CITY, and BEACH HOUSE hereby waives any and all laws (including statutes) to the contrary. CITY may recover the costs of disposing of any materials from BEACH HOUSE. -2- S7296-1172\3108606v2.doc 5. Trash Area: City agrees to provide an area in the CITY's Maintenance Yard for BEACH HOUSE to place its trash container. The PARTIES agree that BEACH HOUSE will still be responsible for the cost of trash services needed for the business. BEACH HOUSE shall contract for trash service directly with the waste hauler serving restaurants and other commercial entities in the CITY, as all other restaurants in the City do for trash services, and shall be subject to the applicable rates, laws, and regulations for such service. The CITY will use reasonable efforts to make any needed modifications to the yard to allow BEACH HOUSE personnel as needed access to the trash area. 6. Public Restrooms: The CITY agrees to be responsible for maintenance of the Public Restrooms identified on Exhibit A to the Lease. 7. Commencement of Lease: For purposes of the lease termination date only, the BEACH HOUSE and the CITY agree that the lease term shall be deemed to have commenced on May 3, 2022. The Parties agree this date has no bearing on lease amounts already paid, and BEACH HOUSE expressly waives any right to claim a credit because of any past payments. 8. Release and Discharge: Based on the representations, recitals and mutual obligations herein, the PARTIES agree that by performing the mutual obligations provided herein, the PARTIES fully satisfy any and all obligations they may owe to each other related to the Action. In consideration of these mutually dependent promises and representations, and except for the obligations created by this Agreement, the PARTIES hereby fully release and forever discharge each other and each other's respective successors, assigns, employees, agents, representatives, and attorneys from and against any and all claims, demands, actions, causes of action, proceedings, obligations, liabilities, damages, losses, costs, and expenses of any nature whatsoever, in law or in equity, known or unknown, foreseen or unforeseen, contingent or non -contingent, that the PARTIES now have based upon or in any way arising out of or in connection with the matters set forth in the Action. 9. Civil Code & 1542: As to all claims asserted in the Action, the PARTIES also agree and acknowledge that each Party may hereafter discover facts different from or in addition to those it now knows or believes to be true with respect to the matters released herein, and each Party agrees that all of the terms of this Agreement shall and will remain effective in all respects, regardless of such different or additional facts which may be learned. The PARTIES recognize that the release set forth in Section 2, above, shall extend to claims whether known or unknown to them and that the release is made with the -3- S7296-1172\3108606v2.doc understanding that it shall include unknown claims contemplated by Civil Code § 1542, which provides 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." 10. No Prevailing Party: The PARTIES agree that neither party shall be considered a "prevailing party" in the Action, and both PARTIES shall bear their own costs and fees associated with the Action. 11. No Admission: This Agreement and its provisions and any proceedings taken under this Agreement are for settlement purposes only and are not intended to be, and shall not in any event be construed or deemed to be, any admission or concession on the part of the Parties, or any of them, of any liability or wrongdoing whatsoever. Neither this Agreement nor any negotiations or proceedings in pursuance of this Agreement shall be offered or received in any action or proceeding as an admission or concession of liability or wrongdoing of any nature on the part of the PARTIES, or any of them, or anyone acting on their respective behalves. 12. Successors: This Agreement shall be binding upon and inure to the benefit of the PARTIES and their respective representatives, successors, and assigns. No Party may assign its right under this Agreement without the prior written consent of the other Party. 13. No Third Party Beneficiaries: This Agreement is between the PARTIES and does not and is not intended to confer any rights or remedies upon any person other than the PARTIES. 14. Entire Agreement: This Agreement constitutes the entire agreement between the PARTIES. There are no further or other agreements or understandings, written or oral, in effect between the PARTIES relating to the subject matter of this Agreement. 15. Modification of Agreement: It is expressly understood and agreed by the PARTIES that this Agreement may not be altered, amended, modified, or otherwise changed in any respect except by a writing duly executed by authorized representatives of the PARTIES. I" S7296-1172\3108606v2.doc 16. Mutual Preparation: The PARTIES cooperated in the drafting and preparation of this Agreement and thus it shall be deemed drafted by all PARTIES to the Agreement. The language of all parts of this Agreement shall be construed as a whole, according to its fair meaning, and not strictly for or against any Party as the drafter of this Agreement. 17. Counterparts: This Agreement may be executed by electronic signature or by facsimile and in counterparts, and each counterpart shall be considered an original, and all of which, taken together, shall constitute one and the same instrument. 18. Captions: The captions contained in this Agreement are intended solely for convenience and shall not be construed as full or accurate descriptions of the terms in this Agreement. 19. Governing Law: This Agreement has been executed and delivered in the State of California and its validity, interpretation, performance, and enforcement shall be governed by the laws of the State of California. 20. Severability: If any portion or portions of this Agreement are held by a court of competent jurisdiction to conflict with any federal, state, or local laws, and as a result such portion or portions are declared to be invalid and of no force or effect in such jurisdiction, all remaining portions of this Agreement shall otherwise remain in full force and effect and be construed as if such invalid portions had not been included in this Agreement. 21. City Authority: Nothing in this Agreement shall be construed to limit or restrict the City's constitutional police power or land use authority in any way with respect to future legislative, administr give, or other tions by the City. r SO AGREED. �- Dated: r Rosie Ritchie, owner Beach House at the River, LLC Dated: 57296-1172\3106606v2.doc Patrick Gallegos, City Manager City of Seal Beach -5- ATTEST: By: loria arper, Cit lerk APPRO D AS TO FORM: Nicholas Ghirelli, City Attorney -6- 57296-1 17T 3108606Q. doc