HomeMy WebLinkAboutJERONIMO AND GUADALUPE CHAVEZ, DBA JC REALTORS, INC. AND JERONIMO CHAVEZ INCOME TAX SERVICE-2007
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ACQUISITION SETTLEMENT AGREEMENT
This Acquisition Settlement Agreement ("ASA") is entered into on 1'71 1].) , 2007
between the City of Santa Ana, a charter city and municipal corporation ly organized and
existing under the Constitution and laws of the State of California ("City" or "Landlord"), and
Jeronimo Chavez and Guadalupe Chavez, individuals, dba Jeronimo Chavez Income Tax & Real
Estate, and JC Realtors, Inc., a California corporation (hereinafter collectively referred to as
"Tenants"). City and Tenants may collectively be referred to in this ASA as the "Parties,"
RECITALS
A. City is the fee owner of 317 South Bristol, Santa Ana, California ("Property" or "License
Area") .
B. City and Tenants entered into a periodic tenancy on or about January, 2007 for Tenant's
use ofthe Property.
C. Tenants operate a business on the Property as individuals, dba Jeronimo Chavez Income
Tax & Real Estate, and as JC Realtors, Inc., and are the occupants of the real property
and improvements located on the Property, more specifically described and depicted in
Exhibit" A", Legal Description.
D. The Property is located within the area of the Bristol Street Widening Project from Pine
Street to McFadden Avenue and City previously acquired the Property in fee for a public
use ("Project").
E. The Parties' rights and obligations with regard to Tenant's entitlement to relocation and
other displacement benefits are in dispute. The Parties desire to establish their respective
rights and obligations upon the terms and conditions as hereinafter set forth, and to
resolve any and all disputes with regard to any and all of the compensation and/or other
benefits to which Tenants are now or may in the future be entitled as a result of the
acquisition of the Property by City.
Therefore, in consideration of the promises, covenants and agreements hereinafter set forth, and
subject to the terms, conditions and provisions of this AS A, the Parties agree as follows:
1. Consideration
a. City agrees to pay Tenants, collectively, in accordance with the disbursement
schedule referenced in sections I(b) & I (c), below, the total sum of TWO
HUNDRED THOUSAND AND NO/IOO DOLLARS ($200,000.00) as full
compensation for any and all relocation assistance and/or other relocation benefits or
relocation expense reimbursements to which Tenants are or may be entitled, and as
compensation to Tenants for any and all loss of business goodwill, leasehold interests,
personal property, improvements pertaining to realty, bonus value, severance
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damages, and any and all other damages, fees or costs to which Tenants are or may be
entitled as a result of City's acquisition of the Property for the Project.
b. Upon execution of this ASA, City will process an initial payment to Tenant JC
Realtors, Inc., in the amount of FIFTY THOUSAND AND NOlI 00 DOLLARS
($50,000.00); and to Tenant Jeronimo Chavez and Guadalupe Chavez dba Jeronimo
Chavez Income Tax & Real Estate a payment in the amount of FIFTY THOUSAND
AND NOll 00 DOLLARS ($50,000.00).
c. City will process a final payment to Tenant JC Realtors, Inc. in the amount of FIFTY
THOUSAND AND NOll 00 DOLLARS ($50,000.00), and to Tenant Jeronimo
Chavez and Guadalupe Chavez, dba Jeronimo Chavez Income Tax & Real Estate in
the amount of FIFTY THOUSAND AND NOlI 00 DOLLARS ($50,000.00), upon
satisfactory evidence to City that the following conditions have been satisfied:
Tenants have (1) vacated the Property; (2) executed and delivered to City a
Certificate of Abandonment of the Property, and (3) confirmed in writing to City that
any and all hazardous materials have been removed from the Property in accordance
with all applicable federal and state laws, ordinances andlor regulations. Each
payment referenced in this paragraph shall be subject to offsets as described in
section 2(a)(b), below.
d. Tenant's receipt of full payment of the consideration referenced in section I (a) (b) &
(c), above, will constitute full satisfaction of any and all of City's obligations to
compensate Tenants relating to City's acquisition of the Property for the Project.
e. As a matter of record, the compensation paid to Tenants in accordance with this ASA
shall be proportioned in the following amounts:
I. Relocation benefits paid to JC Realtors, Inc. shall equal TEN THOUSAND AND
NOlI 00 DOLLARS ($10,000.00); Relocation benefits paid to Jeronimo Chavez
and Guadalupe Chavez dba Jeronimo Chavez Income Tax & Real Estate shall
equal TEN THOUSAND AND NOlI 00 DOLLARS ($10,000.00).
2. Payment to Tenant JC Realtors, Inc, for Tenant owned improvements pertaining
to realty shall equal ONE THOUSAND EIGHT HUNDRED EIGHTY TWO
AND 501100 DOLLARS ($1,882.50); Payment to Tenant Jeronimo Chavez and
Guadalupe Chavez dba Jeronimo Chavez Income Tax & Real Estate for Tenant
owned improvements pertaining to realty shall be ONE THOUSAND EIGHT
HUNDRED EIGHTY TWO AND 501100 DOLLARS ($1,882.50).
3. Payment to Tenant JC Realtors, Inc. for Leasehold bonus value and potential loss
of business goodwill shall equal EIGHTY EIGHT THOUSAND ONE
HUNDRED SEVENTEEN AND 501100 DOLLARS ($88,117.50); Payment to
Jeronimo Chavez and Guadalupe Chavez dba Jeronimo Chavez Income Tax &
Real Estate for Leasehold bonus value and potential loss of business goodwill
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shall equal EIGHTY EIGHT THOUSAND ONE HUNDRED SEVENTEEN
AND 5011 00 DOLLARS ($88,117.50)
f. By executing this ASA, City and Tenants are creating a tenancy for years, where
Tenants, jointly and severally, shall pay to City a total monthly rental fee for the
Property in the amount of FOUR HUNFRED TWENTY FIVE AND NOll 00
DOLLARS ($425.00), due and payable on the first day of each month. The tenancy
between the Parties shall commence on October I, 2007 and terminate on January 31,
2008.
2. Failure to Vacate the existing building and other improvements from the Property
a. Tenants agree to vacate the Property not later than January 31, 2008 ("Vacate Date").
Tenants shall be jointly and severally liable for payment to City of a rental fee of
TWO HUNDRED AND NOl100 DOLLARS ($200,00) for each and every day
Tenants remain in possession of the Property after the Vacate Date, which rental fee
shall be proportionally deducted as an offset from the final payment to Tenants as
described in section I (c), above.
b. As of the Vacate Date, if Tenants have not removed all oftheir moveable personal
property, furniture and equipment from the existing building(s) and other
improvements to the Property, Tenants authorize City to remove said items at
Tenant's sole cost and expense, which expense shall be deducted as an offset from
Tenant's final payment as described in section I (c), above.
3. Release
a. Tenants, individually and collectively, on behalf of themselves, their agents, assigns
and related entities, agree to indemnify, fully release, acquit and discharge City, and
the officers, directors, employees, attorneys, accountants, other professionals, insurers
and agents of City (collectively "Agents") and all entities related to City, from any
and all rights, claims, interests, demands, actions or causes of action which Tenants
now have or may in the future have against City arising from the acquisition of the
Property, including, but not limited to, trade fixtures, furniture and equipment,
leasehold interests, and claims for loss of business goodwill, bonus value (if any)
and/or severance damages (if any).
b. No Party, nor any Agents, nor any related entities, to this ASA have made any
statement or representation to any other Party regarding any fact relied upon in
entering into this ASA, and each party expressly states it does not rely upon any
statement, representation or promise of any other Party or any Party's Agent or related
entities in executing this ASA, except as is expressly stated in this ASA. Each Party
to this ASA has made such investigation of the facts and law pertaining to this ASA,
and of all other matters pertaining hereto, as it deems reasonable, necessary and/or
appropriate, and has consulted with legal counsel concerning the matters contained
herein.
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4. Attorney's Fees
In the event of litigation relating to this AS A, the prevailing party shall be entitled to
reasonable attorneys' fees and costs.
5. Indemnity By Tenants
Tenants shall individually and collectively indemnify, defend and hold harmless City
from and against any and all claims, demands, liabilities, losses, judgments, expenses and
attorney's fees resulting from the breach by Tenants of any provision of this ASA, or the
falsity of any representation or warranty made by Tenants contained in this ASA.
6. Entire Agreement
This ASA contains the entire Agreement of the Parties hereto pertaining to the subject
matter discussed herein, and supersedes any prior written or oral agreements between
them concerning the subject matter contained herein. This ASA may be modified only
by a writing executed by the Parties hereto.
7. Partial Invalidity
In the event that any term, covenant, condition or provision of this ASA shall be held by
a court of competent jurisdiction to be invalid or against public policy, the remaining
provisions shall continue in full force and effect.
8. Waiver
The provisions of this ASA may be waived, altered, amended or repealed, in whole or in
part, only upon the written consent of all Parties to this ASA. The waiver by one party of
the duty of performance by the other Party of any provision in this ASA shall not
invalidate this ASA, nor shall it be considered a waiver of any rights or remedies
available to the non-breaching Party of this ASA.
9. Headings
The headings, subheadings and numbering of the different sections of this ASA are
inserted for convenience only and shall not be considered for any purpose in construing
this ASA.
10. Governing Law
The rights and obligations of the parties hereto shall be construed and enforced in
accordance with, and governed by, the laws of the State of California.
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II. Successors In Interest
Subject to any restrictions against assignment contained herein, and to any legal
limitations on the power of the signatories to bind non-signatories to this ASA, this ASA
shall inure to the benefit of, and shall be binding upon, the assigns, successors-in-interest,
personal representatives, executors, estate, heirs, legatees, Agents and related entities of
each of the Parties hereto.
12. Necessary Acts
Each Party to this ASA agrees to perform any further acts and execute and deliver any
further documents that may be reasonably necessary to carry out the provisions of this
ASA.
13. Advice of Counsel
Each Party hereto, by its execution of this ASA, represents to every other Party that it has
reviewed each term of this ASA with its counsel and hereafter no Party shall deny the
validity ofthis ASA on the ground that the party did not have advice of counsel. Each
Party to this ASA has had the opportunity to receive independent legal advice with
respect to the advisability of entering into and being bound by this ASA and with respect
to the meaning of California Civil Code S 1542.
14. Parties Have Not Transferred Right Or Claims
The Parties hereto each represent and warrant to the other Party that they have not
assigned, transferred or sublet to any third party any of the rights, claims, causes of action
or items to be released or transferred which they are obligated to transfer or to release as
part of this ASA.
15. Authority To Execute This Agreement
Each Party executing this ASA represents that it is authorized to execute this ASA. Each
Party executing this ASA on behalf of an entity, other than an individual executing this
ASA on his or her own behalf, represents that he or she is authorized to execute this ASA
on behalf of said entity.
16. Construction
Each Party has cooperated in the drafting and preparation of this ASA. In any
construction or interpretation to be made of this ASA, or of any of its terms, conditions
and/or provisions, the same shall not be construed against any party.
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17. Notices
All notices, requests, demands and other communications required or permitted to be
given under this ASA shall be in writing and shall either be delivered in writing
personally or be sent by telegram or by regular or certified first class mail, postage
prepaid, deposited in the United States mail, and properly addressed to the Party at its
address as set forth below, or at any other address that such Party may designate by
written notice to the other Party:
To City:
City of Santa Ana
Public Works Agency
20 Civic Center Plaza, M-36
Santa Ana, CA 92702
Attention: Souri Amirani
To Tenants:
Pre-move
Jeronimo Chavez
317 South Bristol Street
Santa Ana, California 92703
To Tenants:
Post-move
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20. Counterparts
This ASA may be executed in counterparts, each of which shall be deemed an original,
and, when taken together with other signed counterparts, shall constitute one Agreement,
which shall be binding upon and effective as to all Parties.
IN WITNESS WHEREOF, the Parties have executed this Acquisition Settlement Agreement as
of the date first written above.
TENANTS:
Jeronimo,A.avez and Guadalupe Chavez, dba Jeronimo Chavez Real Estate & Income Tax; and
JC Real1'6rs, \,Inc.
By: l ! tI, 7/tC--- Taxpayer ill: '75.0<; rWaifate 17/0t,L
Jeronini avez ( .
B~, r/1, < , J 4 atfkP;yer ID: 74-'1 <if 7 If~~te /)/61/
Gu ' p \ avez
( j.,. t tL
By: \......__ . '.,lLf}ivU( Its:
For: JC ,Realtors, Inc.
EIN: 20-1459681
,2007
, 2007
Date: 11M!
,2007
v'
CITY OF SANTA ANA:
BY:~~
~ l--David N. Ream
City Manager
Date: ~ z-{ l2-1 O-=f-
,2007
Date:
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,2007
Patricia E. Healy
Clerk of the Council
APPROVED AS TO FORM:
Joseph W. Fletcher
City Attorney ~ .~)_. .
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By:. . .
d'o~'Sandoval
senior Assistant City Attorney
Date:
/V6V)6
,2007
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EXHIBIT A
LEGAL DESCRIPTION
THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA,
COUNTY OF ORANGE, CITY OF SANTA ANA, AND IS DESCRIBED AS FOLLOWS:
ASSESSOR' S PARCEL NUMBER: 008-231-23
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