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Home My WebLink AboutAGMT - Hall, Richard (Mutual Settlement Agmt & Release) �u,tCQ t chotta.rat: err/Po/no A • Y MUTUAL SETTLEMENT AGREEMENT AND RELEASE This Mutual Settlement Agreement and Release ( "Agreement") is entered into by and between Seal Beach Associates, LLC ( "Owner") and Richard Hall ( "Hall ") on the one hand and the Redevelopment Agency of the City of Seal Beach ( "Agency ") and the City of Seal Beach ( "City") on the other hand with reference to the following facts: — A. Seal Beach Associates, LLC was the owner of the property located at 313 Welcome Lane, Seal Beach (the "Property "). B. The Property is improved with a mobile home park known as the Seal Beach Trailer Park. C. On July 3, 2000, Owner filed a complaint concerning the Property against the Agency for inverse condemnation, declaratory relief, quiet title, breach of contract and breach of covenant in Orange County Superior Court entitled "SEAL BEACH ASSOCIATES, LLC Plaintiff, v. REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH: and DOES 1 to 100, Defendants," OCSC case number 00CC07866 ( "the Lawsuit "). D. The Agency answered the Lawsuit denying any liability. E. The Agency staff was prepared to recommend that the Agency initiate eminent domain proceedings to acquire the Property under a Resolution of Necessity to preserve affordable housing for low and moderate income persons living within the City of Seal Beach as a means to settle the LaWsuit. In lieu of the issuance of a Resolution of Necessity to condemn the Park to fulfill such public purpose and use as described above, the City agreed through the Agency to issue certain revenue bonds and to loan the proceeds thereof to LINO Housing, Inc., a nonprofit organization formed under Internal Revenue Code Section 501(c)(3) ( "Purchaser"), to acquire the Park to fulfill such public purpose and use under threat of condemnation. 1 Gray Cary\SD \1406011.5 105696-900100 • • • F. Owner and Purchaser have completed the sale of the Park. Therefore, the Agency will not issue a Resolution of Necessity. The parties to this Agreement have agreed to settle the claim of inverse condemnation and related actions under the Lawsuit by the execution of this Settlement Agreement and the dismissal of the Lawsuit with prejudice. G. The parties hereto now desire to resolve and settle their differences and resolve any and all controversies or disputes between them arising out of or related to the Property or the Lawsuit. NOW, THEREFORE, AND FOR GOOD CONSIDERATION, THE PARTIES AGREE AS FOLLOWS: 1. Owner shall cause the Lawsuit to be dismissed with prejudice by filing with the Orange County Superior Court a request to enter dismissal with prejudice of the Lawsuit within fourteen (14) days of the date this Agreement is fully executed and a copy with the original signatures of the Agency and City is delivered to the Owner. 2. Owner, Hall and their respective assigns, successors and heirs, Agency and the City and their respective successors and assigns, hereby forever release, relieve and discharge each other, and each of them, and their respective current and /or former agents, officers, officials and employees, and each of them (collectively referred to as "Releasees ") from any and all claims, demands, debts, obligations, causes of action, liabilities, costs and expenses, of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, arising from or relating to the Lawsuit or Property. The parties and their employees further agree that they will not institute, initiate, maintain or prosecute any action or actions, causes of action (whether in law or in equity), suits, debts, liens, claims, demands or proceedings ( "proceedings "), known or unknown, suspected or unsuspected, in any state or federal court or administrative agency or 2 Gray Cary\SD \1406011.5 105696- 900100 • • tribunal, or in any other forum, arising from or attributable to the Lawsuit or Property, or any act or omission of Releasees, or any of them occurring prior to the date of this Agreement. 3. The parties acknowledge that they have read and are familiar with the provisions of California Code of Civil Procedure section 1542, which provides as follows: "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." Each party being aware of Code of Civil Procedure section 1542 and familiar with its terms and effect, hereby expressly waives and relinquishes all rights and benefits he or it might or may have thereby or thereunder, as well as any other rights or benefits derived from any statutes or common law principles of similar effect as to the matters embraced by this Agreement or the matters released by paragraph 2 of this Agreement. 4. Each party to this Agreement acknowledges that it has been represented by counsel of its choice in connection with this Agreement. The parties shall each bear their own respective costs and attorneys fees in connection with the Lawsuit, the Property, this Agreement, and the events leading hereto. - 5. The parties acknowledges that each has read this Agreement carefully, fully understands its terms, nature and effect and is executing this Agreement freely, knowingly and voluntarily. In executing this Agreement, the parties do not rely on any inducements, promises, or representations by any other party, or any officer, official, agent, employee or attorney thereof other than as expressly stated in the terms and conditions of this Agreement. • 3 • Gray Cary1SD11406011.5 105696- 900100 • • 6. The parties acknowledge and agree that the facts with respect to this Agreement may hereafter turn out to be other than or different from the facts now known to them or believed by them to be true and the parties therefore expressly assume the risk of the facts being different and agree that this Agreement will be in all respects effective and not subject to termination or rescission by reason of any such different facts. 7. The parties to this Agreement represent and warrant that each of them is the sole and lawful owner of all of the right, title and interest in and to every claim, right, and other matter which each party releases herein, and that each party has not otherwise assigned, transferred, or purported to assign or transfer, to any person or entity, any claims or other matters herein released. Owner and Hall further represent and warrant that it and he have not created or given rise to any lien or other right by which any other party may claim all or any part of the Lawsuit, and Owner and Hall agree to indemnify, defend and hold harmless City from any claim by any third party to all or any portion of said claims. 8. The parties and individuals executing this Agreement represent and warrant that each of them has the authority to execute this Agreement on behalf of the party on whose behalf said party or individual is purporting to execute this Agreement. 9. This Agreement supersedes any prior written or oral adjustment or agreement with respect to the matters embraced hereby and constitutes a complete resolution of all claims or potential claims by Owner and Hall against the Agency or City. This Agreement shall not be modified or amended except by a writing signed by all parties hereto. 10. In the event suit is initiated to enforce the terms of this Agreement or for damages for breach of the terms of this Agreement, the prevailing party shall be entitled to actual attorneys' fees and costs incurred in such suit. 4 Gray CarySD11406011.5 105696 - 900100 • • • 11. This Agreement represents a settlement and compromise of claims which are denied, contested and disputed. Neither this Agreement nor any provision of this Agreement, nor the fact of settlement, shall be construed as an admission, of liability or otherwise, or as an admission of the truth of any fact alleged in the Lawsuit. 12. This Agreement shall be governed, construed and interpreted in accordance with the laws of the State of California. 13. This Agreement is binding upon, and shall inure to the benefit of, the heirs, executors, administrators, representatives, successors and assigns of the respective parties to this Agreement, and each of them. 14. This Agreement constitutes an integrated written contract expressing the entire agreement of the parties hereto relative to the subject matters of this Agreement. No covenants, agreements, representations or warranties of any kind whatsoever have been made by any party to this Agreement, except as expressly set forth in this Agreement. All prior discussions, communications and negotiations have been and are merged and integrated into, and are superseded by, this Agreement. 15. In the event any provision of this Agreement should be held to be void, voidable or unenforceable, the remaining provisions of this Agreement remain in full force and effect. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK. 5 Gray Cary \SD \1406011.5 ' 105696 - 900100 • • The parties to this Agreement each approve and execute this Agreement on the date set forth following their respective signatures, and the date of execution of this Agreement shall be the date of the last signature. SEAL BEACH ASSOCIATES, LLC AND RICHARD HALL nt By: Richard Hall In his capacity as the President of LCT, Inc., the General Manager Seal Beach Associates LLC and in his individual capacity Date REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH By P'` Chairman i 2c" t Date City of Seal Beach 1 By , -- ji at tom.. Its ATTEST: Agency Secretary CITY OF SEAL BEACH 6 Gray Cary\SD \1406011.5 105696- 900100 • • Dat r to ATTEST: f lerk 7 Gray Cary\SD \1406011.5 105696 - 900100