CONTRACT 3426 Settlement Agreement1
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3426...;
SETTLEMENT AGREEMENT BETWEEN
THE CITY OF EL SEGUNDO AND
RICHMOND RETAIL, LLC
This SETTLEMENT AGREEMENT is entered into this 6th day of December 2004 by and
between the CITY OF EL SEGUNDO, a general law city and municipal corporation ( "CITY ") and
RICHMOND RETAIL, LLC, a limited liability corporation ( "OWNER ").
1. RECITALS. This License is made with reference to the following facts and objectives:
A. OWNER owns real property located at 121 Richmond Street within CITY's jurisdiction
(the "Property ");
B. On or about August 15, 2003 OWNER filed an application with CITY to construct a
mixed use project on the Property consisting of, among other things, multi - family
dwelling units (the "Project ");
C. On or about October 23, 2004 OWNER caused a CITY owned tree ( "Street Tree "),
located within CITY's right -of -way, to be removed. CITY had not issued a permit for
such action in accordance with El Segundo Municipal Code (`SSMC ") §§ 9 -3 -1 to 9 -3-
6;
D. Pending CITY's investigation of OWNER's actions, CITY issued a stop work order
( "Order ") on OWNER's Project;
E. OWNER's removal of the Street Tree and CITY's Order are collectively referred to as
the "Events."
F. The Parties wish to avoid the costs associated with legal action involving the Events and
have agreed to resolve these matters pursuant to this Agreement.
2. PAYMENTS. In consideration of CITY not filing a legal action against OWNER for alleged
violations of the ESMC and other state laws, OWNER agrees to pay CITY $20,110 ( "Settlement
Amount "). OWNER has delivered a check to the CITY in said amount concurrently with its execution
of this Agreement.
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SETTLEMENT AGREEMENT
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2 3. COMPROMISE, SETTLEMENT, AND RELEASE. In consideration of the mutual terms and
3 conditions set forth in this Agreement, the Parties compromise and settle any and all past, present, or
4 future claims, demands, obligations, or causes of action for compensatory or punitive damages, costs,
5 losses, expenses, and compensation, whether based on tort, contract, or other theories of recovery, that the
6 Parties have or might accrue arising from the Events. Further, the Parties, on their respective behalves and
7 those of their heirs, executors, administrators, and assigns fully release the other Party, its elected and
8 appointed officials, employees, agents, and all other persons and associations, known or unknown, from
9 any obligation or liability arising from the Events. The Parties agree that this compromise, settlement, and
10 release constitutes a bar to any claim involving the Events.
11 4. GENERAL RELEASE OF ALL KNOWN OR UNKNOWN CLAIMS. The Parties acknowledge
12 and agree that this General Release applies to all claims that the Parties may have against each other
13 arising out of the Events for injuries, damages, or losses to person and property, real or personal, whether
14 those injuries, damages, or losses are known or unknown, foreseen or unforeseen, or patent or latent.
15 5. CIVIL CODE § 1542. The Parties, or their representatives, certify that he or she read Civil Code §
16 1542, set forth below, and indicates that fact by initialing here: [CITY] [OWNER].
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18 "A general release does not extend to claims which the creditor does not know or
19 suspect to exist in his favor at the time of executing the release, which if known
20 by him must have materially affected his settlement with the debtor."
21 6. WAIVER OF § 1542 PROTECTIONS. After reading and understanding Civil Code § 1542,
22 CITY and OWNER voluntarily waive its application to this General Release. CITY and OWNER
23 understand and acknowledge that the significance and consequence of this waiver is that even if CITY or
24 OWNER should eventually suffer additional damages arising out of the Events, CITY and OWNER will
25 not be permitted to make any claim against the other Party for those damages. Furthermore, CITY and
26 OWNER acknowledge that CITY and OWNER intend these consequences even as to claims for damages
27 that may exist, and which, if known, would materially affect CITY's and OWNER's decision to execute
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SETTLEMENT AGREEMENT
3426. 47
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1 this release, regardless of whether CITY's or OWNER's lack of knowledge is the result of ignorance,
2 oversight, error, negligence, or any other cause.
3 7. LEGAL ADVICE. Each Party warrants and represents that in executing this release, each Party
4 sought legal advice from the attorney of their choice, that the terms of this release and its consequences
5 were completely read and explained to each Party by that attorney, and that each Party fully understands
6 the terms of this release.
7 8. FULL DISCLOSURE. Each Party acknowledges and represents that each Party was apprised of all
8 relevant information and data relevant to the Events and this release, including, without limitation, future
9 risks, complications, and costs. Each Party further acknowledges and represents that, in executing this
10 release, the Party has not relied on any inducements, promises, or representations made by the other Party
11 or any representative of the other Party.
12 9. FREE AND VOLUNTARY RELEASE. CITY and OWNER acknowledge and warrant that
13 execution of this release is free and voluntary.
14 10. WAIVER. CITY's acceptance of payment from OWNER under this Agreement will not be
15 construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of
16 action arising from OWNER's performance. A waiver by CITY of any breach of any term, covenant,
17 or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach
18 of the same or any other term, covenant, or condition contained in this Agreement, whether of the same
19 or different character.
20 11. NOTICES. All communications to either party by the other party will be deemed made when
21 received by such party at its respective name and address as follows:
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23 CITY
24 Seimone Jur is
25 City of El Segundo
26 350 Main Street
27 El Segundo, CA 90245 -3895
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OWNER
Matt Crabbs, Managing Member
Richmond Retail, LLC
2105 — 6th Street
Santa Monica, CA 90405
Phone: (310) 864 -9034
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SETTLEMENT AGREEMENT
LJ U n M
1 Any such written communications by mail will be conclusively deemed to have been received by the
2 addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as
3 noted above. In all other instances, notices will be deemed given at the time of actual delivery.
4 Changes may be made in the names or addresses of persons to whom notices are to be given by giving
5 notice in the manner prescribed in this paragraph.
6 12. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with
7 the laws of the State of California, and exclusive venue for any action involving this agreement will be
8 in Los Angeles County.
9 13. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding of the parties.
10 There are no other understandings, terms or other agreements expressed or implied, oral or written.
11 14. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this
12 Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and
13 in accordance with its fair meaning; it will not be interpreted strictly for or against either Party.
14 15. SEVERABILITY. If any portion of this Agreement is declared by a court of competent
15 jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent
16 1 necessary in the opinion of the court to render such portion enforceable and, as so modified, such
17 portion and the balance of this Agreement will continue in full force and effect.
18 16. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has
19 been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the
20 actions described herein. This Agreement may be modified by written amendment. CITY's city
21 manager, or designee, may execute any such amendment on behalf of CITY.
22 17. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement,
23 agreements ancillary to this Agreement, and related documents to be entered into in connection with
24 this Agreement will be considered signed when the signature of a party is delivered by facsimile
25 transmission. Such facsimile signature will be treated in all respects as having the same effect as an
26 original signature.
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SETTLEMENT AGREEMENT
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1 18. COVENANTS AND CONDITIONS. The parties agree that all of the provisions hereof will be
2 construed as both covenants and conditions, the same as if the words importing such covenants and
3 conditions had been used in each separate paragraph.
4 19. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference
5 only and will not affect the interpretation of this Agreement.
6 20. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement.
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SETTLEMENT AGREEMENT
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1 IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first
2 hereinabove written.
3 City of El Se ug ndo
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6 Dated:
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Dated:
Dated:
ary S e
City ager
Authority: City Council approval
/;t-'l , 2004.
Approved as to form:
Mark D. Hensley, City Attorney
Karl H. Berger
Assistant City Attorney
Owner
/z 61
—z
Matt Crabbs, Managing Member
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SETTLEMENT AGREEMENT