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HomeMy WebLinkAboutCHANDRAKANT R. BELLA C. MANCHANDIA dba CHANDRAKANT R. MANCHANDIA, D.D.S.-A-2020-070INSURANCE NOT REQUIRED A-2020-070 WORK MAY PROCEED CLERK OF COUNCIL APR 2 0 2020 AGREEMEN3 FOR COMPENSATION FOR LOSS OF BUSINESS GOODWILL This Agreement for Compensation for Loss of Business Goodwill ("Agreement") is made by and between the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), and Chandrakant R. " Bella C. Manchandia dba Chandrakant R. Manchandia, D.D.S. ("Business"). City and Business Nshall collectively be referred to as the "Parties". 0 RECITALS A. On or about November 2, 2016, through a voluntary sale, City acquired the real property at I I I I North Bristol Street, in the City of Santa Ana, Assessor Parcel No. 405-274-10 ("Property"), for purposes of the Bristol Street Widening Project Phase 3A, resulting in displacement of the Business. B. The Business had an interest in the Property as a Lessee but voluntarily ceased operations on or about March 14, 2017, and later relocated to 1915 W. I" Street, Unit B, in the City of Santa Ana. C. The Business has already been provided relocation benefits and been compensated by City for its tenant -owned improvements and movable items and seeks further compensation for loss of goodwill value that it has allegedly suffered as a result of displacement. D. City has agreed to provide such compensation for loss of business goodwill based on a study it has had prepared to determine the loss of goodwill value. E. By this Agreement, the parties desire to settle all present, past and future controversies, claims, causes of action or purported causes of action, defenses, and disputes, both real and potential, which the Business may have against City with respect to City's acquisition and use of the Property and any claim for loss of goodwill which have not been previously resolved. NOW, THEREFORE, in consideration of the mutual promises and mutual covenants set forth herein, the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows: RECITALS The Recitals are incorporated into and are made a part of this Agreement. The purpose of this Agreement is to resolve, in their entirety, all present, past and future controversies, claims, causes of action or purported causes of action, defenses, and disputes, both real and potential, which the Business may have against City with respect to City's acquisition and use of the Property and any claim for loss of goodwill which have not previously been resolved. Page 1 of 4 2. CONSIDERATION. In consideration of this Agreement, City shall pay to the Business the sum of One Hundred Thirty -Five Thousand Five Hundred Dollars ($135,500.00) in new compensation as a full and final settlement of all claims by the Business for loss of goodwill alleged to have been suffered by the Business arising from the acquisition of the Property. Payment shall be by check made payable to "Peterson Law Group PC Attorney Client Trust Account" within forty-five days of approval of this Agreement by City's City Council. 3. RELEASE. (a) In further consideration of this Agreement and in recognition of the benefits to be derived therefrom, and except as to matters which have previously been resolved and the rights, duties and obligations of the Parties as set forth in this Agreement, the Business hereby releases, and fully and finally and forever discharges City, and each of its administrators, assigns, agents, directors, officers, partners, employees, representatives, lawyers, and all persons acting by, through, under, or in concert with the City or any of them, of and from any and all manner of actions or causes of action, in law or in equity, suits, debts, liens, liabilities, claims, demands, and damages of any nature whatsoever, known or unknown, fixed or contingent including, but not limited to severance damages, relocation assistance, relocation benefits, claims for inverse condemnation or unreasonable precondemnation conduct, or any other claims for damages or benefits arising from the acquisition of the Property by the City, existing or as the law may change, including without limitation, claims which the Business may now have against the City arising from or related to the acquisition and use of the Property by the City and any claim for loss of goodwill. (b) Except as otherwise provided in this Agreement, it is the intention of the Parties that this Release shall be effective as a bar to all previously unresolved claims, causes of action, actions, damages, losses, demands, accounts, reckonings, rights, debts, liabilities, obligations, and attorneys' fees, of every character and kind, known or unknown, existing or contingent, latent or patent, which are related to the Property or the Business' displacement from the Property; and in furtherance of such intention, the Business expressly waives any and all rights conferred upon it by the provisions of California Civil Code Section 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 OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. 4. NECESSARY ACTS. Each Party shall perform any further acts and execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement. Page 2 of 4 5. AUTHORITY TO SIGN. Each Party warrants that the individuals who have signed this Agreement on behalf of that Party have the legal power, right, and authority to so sign and thereby bind that Party and its heirs, personal representatives, successors and assigns and any person or entity that may otherwise be entitled to grant the Release. 6. ENTIRE AGREEMENT; AMENDMENTS. This Agreement is the entire agreement between the Parties concerning the subject matter hereof, and supersedes any prior negotiations, discussions, oral or written communications, or agreements between the Parties as to such subject matter. The terms of this Agreement may only be modified or amended by an instrument in writing executed by all Parties. 7. GovERNING LAW; VENUE. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any legal action or proceeding concerning this Agreement shall be filed and prosecuted in the appropriate California state court in the County of Orange, California. $. No THIRD PARTY BENEFICIARIES. The Parties acknowledge that there are no express or implied third party beneficiaries to this Agreement. No person or entity not a signatory hereto shall have any rights or causes of action against any Party hereto as a result of that Party's performance or nonperformance of any obligation hereunder. 9. NO PRIOR ASSIGNMENTS. The Parties represent and warrant that they have not sold, assigned or transferred, or purported to sell, assign or transfer, and shall not hereafter sell, assign or transfer, any obligations, liabilities, demands, claims, costs, expenses, debts, controversies, damages, rights, actions, or causes of action released pursuant to this Agreement. 10, SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall inure to the benefit of the successors, assigns, personal representatives, executors, estate, heirs, agents and related entities of the respective Parties. 11. COUNTERPART EXECUTION. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. This Page 3 of 4 Agreement may be executed on counterpart signature pages and may be signed by fax or scanned email signature. IN WITNESS WHEREOF, each Party has executed this Agreement on the date which appears next to its/his signature below. Dated: Z . 1-1 ` 2t7 APPROVED AS TO FORM JcWn M.Funk Assistant City Attorney ATTEST Daisy Gomez Clerk of the Council RECOMMENDED FOR APPROVAL Nabil Saba Acting Executive Director Public Works Agency CITY OF SANTA ANA By. ame: Kristine Ridge Title: City Manager CHANDRAKANT R. and BELLA C. MANCHANDIA dba CHANDRAKANT R. MANCHANDIA, D.D.S. By: �Ltili diG/N /-Wf Name: G . V- . 0 Cle iI (' A17"en'04 Title: ©VIWE'y. By: U4.A a - Page 4 of 4 _f_77"9 10 Page 1 of 2 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/ODWY-yY) - 12/11/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES. NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOTCONSTITUTEA CONTRACT BETWEEN. THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE. CERTIFICATE HOLDER, IMPORTANT: If the certificate holder Is an ADDITIONAL INSUREp, the poiicy(iI S I In; have ADDITIONAL INSURED provislons or be -endorsed. If SUBROGATION.IS WAIVED, Sti"ect,to the terms and conditions of the policy, certain policies may require an endorsement, A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s), PRODUCER Willis Insurance Services of Georgia, ino, a(o 26 Century Blvd @.O, sox 30519} Nashville, 'TN 372305191 USA INSURED Fidelity National Financial Ins and its Sabsidiarise C0N_ NAME: HONEPAX PLwc 1-77�945-378�Ns F.A. _- Not. 1-888-467-2378 E-MAIL ---- AOo fi5• caxti£Scat willis'emn INSURER S AFFORDING COVERAGE 19682 42307 INSURER A;. Bartfcrd Fir® Snsusanoo Company INSURERB; Navigators Insurance Company INSURERC; Hartford As and Indemnity Company 22357 :Attu: Risk 149mt Dept 6pl RaversideAvs, Hitlg 5 e'ackaoavill¢, FL 32209 INSURER O: Twin City P.reInstirance C amPany. 2y459 INSURER E:. A111ena Global Risks. US Insurance :Company 95300 INSURER F: ___ _-_. ._..._.._...__. -- Ktvl31UN NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION NAMED ABOVE.FOR THE OF ANY CONTRACTOR OTHER DOCUMENT POLICY PERIOD WITH RESPECT CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED RY THE POLICIES TO WHICH THIS DESCRIBED. HEREIN IS SUBJECT TO EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE. BEEN REDUCED BY ALL THE TERMS, ILTRNSR Aguys PAID CLAIMS.. TYPE INSURANCE POLICYNUMSER POLICY EFF POLICYEXP MNIDO/YYYDD X COMMERCIALGENERA4LIABILITY --- LIMITS --- EACHOCCURRENCE $ 1,.000,000 CLAIMuorL aOCCUR A X Bost Diquor Liability PREMISES Fe UicUr a -$ 11.0001000 y MEO E%P.�one arson 0 $ 20CSEC90929 11/15/2019 11/15/2020 PERSONAL&ADV INJURY $ S,000,pp0 GEN4AGOREG�gTEI LIMIT APPLIES PER: X POLICY L^,J JECT 100 GENERALAOGREOATE $ 10,.000,000 PRODUCTS-COMPlOPAGG $ 2,D00,000 OTHFR: $ AUTOMOBILE LIABILITY MBINEOS LE LIMIT Eas am - $ 1,900,000 X ANY AUTO BODILY INJURY (Per Parson) -INJURY .$ A OWNED SCHEDULED AUTOSONLY AUT06 2000AC90930 11 /15/2019 11/15/2020 800IL (Per aecideno HIRED.. NLY NON�OWONED ��a �Ui of sb�Yd PROPERTY DAMAGE Per ciitlenl —' X Dan eae i X $ ,E X UMBRELLA LIAR X OCCUR EXCESS UAB CLAIMS MADE eA19tPAi203TAR}V .EACH OCCURRENCE 11j15/2019 11/15/2020 $_-1p,000, OOtl oED %< NETENHONto AGGREGATE $ 10,000, 000 WORKERS COMPENSATION X PER $ AND EMPLOYERS' LIABILITY ,YIN TU E FI C ANYPROPRIETOMPARTNEWrXECUTIVE No NIA OFFICERIMEMBEREXCLUDID? 20WNC90926 EL. EACH ACCIDENT 11/15/2019 11/15/2020 $ 1r009,000 (Mandatory in NH) If yes, describe antler E.LDISEASE-Eq EMPLOYEE-$ 11000,000 DESCRIPTION Of OPERATIONS beIOw E.L. DISEASE -POLICY LIMIT $ 1.1000,000 D Workers. Compensation and 20WERC90927 11/15/2019 11/15/2020 E.h. Each Accident $1,000,000 Employers Liability - E,Z. Uiaeapa- Ea Van, $1,000,000 state Par Statute E.L,-Digaass-Pal Limi $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS IVEHCCLES (ACORD 101, Additional Stearns Schedule, may bealtached.Ifamnapace is requfred) Additional Named lTitledCo g APPROVED Y L1 REVIEWEDl.X APPROVED Commonwealth Land Title Company fi Y L. @'` 4J' BEE. ATTACHED A A EM DiVIS(ON jBvRisk DEBBIE SCOULEISTRA (`FRTIFIr:ATP LU l TIME) City of Santa Ana Risk Management Division 20 Civic Center Plaza, 4th floor Santa Ana, CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED. POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.. AUTHORIZED REPRESENTATIVE All rights reserved. -r , uv r+vvw name auu lego are registered marks Of ACORD ss ro: 18926734 eArca, 1488542 (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion Insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability; (5) Property Damage to Borrowed Equipment Or Use Of Elevators F the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section I - Coverage A - Bodily injury And Property Damage Liability; or (6) When You Are Added As An Additional Insured To Other Insurance That is available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance. When this insurance Is excess, we will have no duty under Coverages A or B to defend the Insured against any "suit" V any other insurer has a duty to defend the Insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insurer's rights against all those other Insurers. When this Insurance Is excess over other Insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self - insured amounts under all that other Insurance, We will share the remaining loss, if any, with any other Insurance that Is not described in this Excess Insurance provision and was not bought specifically to apply In excess of the Limits of Insurance shown In the Declarations of this Coverage Part, G. Method Of Sharing If all of the other Insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until It has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of Its applicable limit of insurance to the total applicable limits of Insurance of all insurers. Page 2 of 2 Form HS 20 07 12 10