CONTRACT 3560 Settlement Agreement3560
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SETTLEMENT AGREEMENT
AND MUTUAL GENERAL RELEASE
This Settlement Agreement and Mutual General Release (the "Agreement ") is made and
is effective as of '.January 17, 2006;, by and between THE CITY OF EL SEGUNDO
( "CITY ") and SUNRISE VILLAUE II, LLC, a Delaware Limited Liability Corporation
( "SUNRISE ") who agree as follows:
RECITALS
1.1 In the matter of City of El Segundo v. CTF2- Alaska, et al., L.A. Superior
Court, LASC Case No. BC 319033, SUNRISE, as one of the parties to the eminent domain
action, requested settlement with CITY regarding its interest in an easement.
1.2 The property interests that were condemned in this action include: a partial
fee interest of 2,255 square feet, for the construction of the roadway for Douglas Street; a utility
easement of 1,907 square feet to construct 2- subsurface pipelines for Shell Oil Pipeline Company
and an ingress and egress easement of 3,077 square feet, to provide ingress and egress easements
to Southern Edison Company and the Fire Department for emergency purposes.
1.3 SUNRISE'S interest consists of an "easement for private street and right
of way purposes". The easement is an irregularly shaped area that is 20 feet wide and, according
to SUNRISE, it is approximately 955.5 square feet in area. The easement covers what is now the
rear parking lot of 601 Hawaii Street and the easement is located next to the subject property at
621 Hawaii Street.
1.4 Dispute as to the proper compensation for this easement arose between
CITY and SUNRISE.
1.5 On and subject to the terms and conditions of this Agreement, CITY and
SUNRISE desire to settle and compromise the dispute which exists between them and which is
evidenced by the Action.
2. SETTLEMENT AND RELEASES
2.1 With the execution of this Agreement by the parties, SUNRISE agrees to
sell its interest in the property for $14,250.00 to CITY. This amount is conclusive of all
attorneys' fees, costs, interest or any and all other amounts which could be associated to or
arising out of this matter
2.2 Concurrent with the payment of $14,250.00, as set forth in Section 2.1,
SUNRISE agrees to sign a disclaimer of all interest in the above reference matter to be filed with
the Court.
2.3 In consideration of the covenant and releases of CITY contained in this
Agreement, SUNRISE hereby releases, acquits, and forever discharges CITY, its past and
present employees, agents, directors, officers, representatives, insurers, attorneys, assigns, and all
persons acting by, through, under, or in concert with any of them, and each of them, from any
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and all claims, charges, complaints, liabilities, obligations, promises, benefits, agreements,
controversies, costs, losses, debts, expenses, damages, actions, causes of action, suits, rights, and
demands of any nature whatsoever, known or unknown, suspected or unsuspected, which
SUNRISE has ever had (collectively "SUNRISE Claims "), now has or may acquire in the future,
which relate to, arise out of or are in any way connected with the Action.
2.4 In consideration of the covenant and releases of SUNRISE contained in
this Agreement, CITY hereby releases, acquits, and forever discharges SUNRISE, its past and
present employees, agents, directors, officers, representatives, insurers, attorneys, assigns, and all
persons acting by, through, under, or in concert with any of them, and each of them, from any
and all claims, charges, complaints, liabilities, obligations, promises, benefits, agreements,
controversies, costs, losses, debts, expenses, damages, actions, causes of action, suits, rights, and
demands of any nature whatsoever, known or unknown, suspected or unsuspected, which CITY
has ever had (collectively "CITY Claims "), now has or may acquire in the future, which relate
to, arise out of or are in any way connected with the Action.
3. UNKNOWN CLAIMS
3.1 In relation to the release provisions of Paragraph 2 above, CITY and
SUNRISE each acknowledge that it is aware of, has read, has had explained to it by its attorneys,
and understands and expressly waives any and all rights it has or may have under the provisions
of California Civil Code § 1542, which reads 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."
4. WAIVER OF ADDITIONAL CLAIMS
4.1 CITY and SUNRISE each hereby waive any provisions of state or federal
law that might require a more detailed specification of the claims being released pursuant to the
provisions of Paragraphs 2 and 3 above.
5. REPRESENTATIONS AND WARRANTIES
Each of the parties to this Agreement represents and warrants to, and agrees with each
other party, as follows:
5.1 Advice of Counsel: Each party has received independent legal advice
from an attorney(s) of its choice with respect to the advisability of making the settlement
provided for herein, with respect to the advisability of executing this Agreement, and with
respect to the meaning of California Civil Code § 1542.
5.2 No Fraud in Inducement: No party (nor any officer, agent, employee,
representative, or attorney of or for any party) has made any statement or representation, or
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failed to make any statement or representation, to any other party regarding any fact relied upon
in entering into this Agreement, and neither party relies upon any statement, representation,
omission, or promise of any other party (or of any officer, agent, employee, representative, or
attorney of or for any party) in executing this Agreement, or in making the settlement provided
for herein, except as expressly stated in this Agreement.
5.3 Independent Investigation: Each party to this Agreement has made such
investigation of the facts pertaining to this settlement and this Agreement and all the matters
pertaining thereto, as it deems necessary.
5.4 Comprehension and Authority: Each party or responsible officer thereof
has read this Agreement and understands the contents hereof.
5.5 Mistake Waived: Except as expressly stated in this Agreement, each party
agrees that it is not relying and has not relied on any representations, warranties or statements
made by any other party with respect to the matters being released by it in this Agreement. Each
party assumes the risk of any mistake of fact with respect to such matters or with regard to any
other facts concerning such matters which are now unknown to it. Each party acknowledges that
it may later discover facts different from or in addition to those which it knows or believes to be
true with respect to the matters released herein, and agrees that, in such event, this Agreement
shall nevertheless remain effective in all respects, notwithstanding such different or additional
facts or discovery of those facts.
5.6 Ownership of Claims: SUNRISE represents and warrants as a material
term of this Agreement that it is the owner of the SUNRISE Claims and has not assigned,
transferred, released or granted, or purported to assign, transfer, release or grant, to any third
person or entity any of the SUNRISE Claims. CITY represents and warrants as a material term
of this Agreement that it is the owner of the CITY Claims and has not assigned, transferred,
released or granted, or purported to assign, transfer, release or grant, to any third person or entity
any of the CITY Claims.
5.7 Indemnification: Each party agrees to indemnify and hold harmless the
other party, and the other party's employees and agents, from, and against, any and all claims,
losses damages, liabilities, costs and expenses (including attorneys' fees and costs) suffered or
incurred by them, or any of them, as a result of the violation or breach by the indemnifying party
of the covenants, warranties, and representations undertaken by it pursuant to the provisions of
this Agreement.
5.8 Future Cooperation: The parties will execute all such further and
additional documents as shall be reasonable, convenient, necessary, or desirable to carry out the
provisions of this Agreement.
6. MISCELLANEOUS
6.1 No Admission: Nothing contained in this Agreement shall be construed as
an admission by the parties of any liability of any kind. Each of the parties hereto denies any
liability in connection with any claim and intends hereby solely to avoid litigation and buy its
peace.
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6.2 Governing Law: This Agreement has been executed and delivered within
the State of California, and the rights and obligations of the parties shall be construed and
enforced in accordance with, and governed by, the laws of the State of California.
6.3 Full Integration: This Agreement is the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior and contemporaneous
oral and written agreements and discussions. This Agreement may be amended only by a further
agreement in writing, signed by the parties.
6.4 Continuing Benefit: This Agreement is binding upon and shall inure to
the benefit of the parties, their respective agents, employees, representatives, officers, attorneys,
insurers, assigns, heirs, and successors in interest.
6.5 Joint Drafting: Each party has cooperated in the drafting and preparation
of this Agreement. Hence, the Agreement shall be construed according to its fair meaning and
not for or against any party.
6.6 Attorneys' Fees: In the event of litigation asserting a breach of this
Agreement, the prevailing party or parties shall be entitled to costs, including reasonable
attorneys' fees.
6.7 Severability: In the event that any term, covenant, condition, provision, or
agreement contained in this Agreement is held to be invalid or void by any court of competent
jurisdiction, the invalidity of any such term, covenant, condition, provision, or agreement shall in
no way affect any other term, covenant, condition, provision, or agreement and the remainder of
this Agreement shall still be in full force and effect.
6.8 Titles: The titles included in this Agreement are for reference only and are
not part of the terms of this Agreement, nor do they in any way modify the terms of this
Agreement.
6.9 Counterparts: This Agreement may be executed in counterparts, each of
which is an original but all of which together constitute but one and the same instrument. Any
signature page of this Agreement may be detached from any counterpart and re- attached to any
other counterpart of this Agreement which is identical in form hereto but having attached to it
one or more additional signature pages.
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WHEREFORE, the parties hereto have consulted with their respective attorneys, read all
the foregoing, understand the same, and agree to all of the provisions contained herein.
M1��
DATED:
ATTEST:
Cindy rtesen, City Clerk
APPROVED AS TO FORM:
Steven N. Bloom, Esq.
Frandzel Robins Bloom & Csato, LC
Attorney for SUNRISE VILLAGE II, LLC
a Delaware Limited Liability Corporation
See following page
Rachel H. Richman, Esq.
Burke, Williams & Sorensen, LLP
Attorney for CITY OF EL SEGUNDO
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SUNRISE VILLAGE II, LLC;
a Delaware Limited Liability Corporation
CIT
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WHEREFORE, the parties hereto have consulted. with their respective attorneys, read. all.
the foregoing. wderstand the same, and. agree to all of the provisions contained. herein.
DATED: SUNRISE VILLAGE II, LLC,
a Delaware Limited Liability Corporation
DATED:
ATTEST:
Cindy Mortesen, City Clerk
APPROVED .AS TO FORM:
Steven N. Bloom., Esq.
Fran.dzel Robins Bloom & Csato,LC
Attorney .for SUNRISE VILLAGE II, LLC
a Delaware Limited Liability Corporation,
Rachel H. Richman, Esq.
Burke, Williams & Sorensen, LLP
Attorney for CITY OF EL SEGUNDO
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