HomeMy WebLinkAboutGILBERTO'S RESTAURANT 1-2008i~~e
A-2008-161
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~' ACQUISITl(~N SETTLEMENT AGREEMENT
This Acquisition Settlement Agreement ("ASA") is entered into on ~' ,~ , 2008
between the City of Santa Ana, a charter city and municipal corpora ~ on duly organized and
existing under the Constitution and laws of the State of California ("City"), and Aurora Angel,
Gilbert Quintero, and Emilia Quintero dba Gilberto's Mexican Restaurant ("Tenant" or
"Displacee"), and Aurora Angel ("Owner" or "Landlord"). City, Tenant and Owner may
collectively be referred to in this ASA as the "Parties."
RECITALS
A. Landlord is the fee owner of 1007 to 1011 South Bristol Street, Santa Ana, California
("Property"). Owner and City have negotiated a Purchase and Sale Agreement ("PSA") for
a portion of Owner's Property ("Acquired Property"), which will result in the termination of
Owner's and Tenant's rights, title and/or interests in the Acquired Property. The Acquired
Property is described and depicted in Exhibit "A", attached hereto.
B. Tenant operates a business on the Property commonly known as Gilberto's Mexican
Restaurant, and is the occupant of the real property and improvements located on the
Property.
C. The Property and the Acquired Property are located within the Bristol Street Widening
Project ("Project") from Pine Street to McFadden Avenue.
D. The Parties' rights, obligations and monetary entitlements with regard to the acquisition of the
Acquired Property by City are in dispute. The Parties desire to define their respective
rights, obligations and monetary entitlements and to resolve any and all disputes
pertaining to the acquisition of the Acquired Property by City upon the terms and
conditions as contained in this ASA.
E. Landlord plans to construct a replacement structure ("Replacement Structure") on the lot
immediately east and adjacent to the Property. This lot is identified as APN 101-272-04,
as more fully described and depicted in Exhibit "B" attached hereto. Construction of the
Replacement Structure is expected to be completed on or about December 31, 2008.
Tenant has been offered the opportunity to lease a unit within the Replacement Structure
and Tenant desires to accept this offer.
F. Tenant has been informed that it qualifies as a displaced person under California Code of
Regulations, Title 25, Division 1, Chapter 6, and is therefore eligible for relocation
benefits as described therein. Tenant has been informed of the City's relocation program
and has received written material describing City's relocation program, including a
General Information Notice, an Informational Brochure and a Notice of Eligibility.
Tenant acknowledges and agrees that it is under no legal obligation to enter into this
ASA, or to move into the Replacement Structure. Tenant acknowledges and agrees that it
has the choice to relocate from the Property to an alternate site rather than to the
Acquisition Settlement Agreement
Page 1 of 8
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Replacement Structure as herein proposed.
Therefore, in consideration of the promises, covenants and agreements hereinafter set forth, and
subject to the terms, conditions and provisions of this ASA, the Parties agree as follows:
1. Consideration
a. City agrees to pay Tenant, in accordance with the disbursement schedule referenced in section
1(c)(d)(e) & (f), below, the total sum of TWO HUNDRED SEVENTY TWO THOUSAND
AND NO/100 DOLLARS ($272,000.00) as full compensation for any and all relocation
assistance and other relocation and/or displacement benefits to which Tenant is or may be
entitled, including, but not limited to, compensation for any and all loss of business
goodwill (if any), leasehold interests, personal property, improvements pertaining to realty,
bonus value (if any), severance damages (if any), and any and all other damages to which
Tenant is or may be entitled to as a result of City's acquisition of the Acquired Property for
the Project.
b. Tenant agrees to assign a portion of the compensation described in Section 1(a), above, to
Landlord, which Landlord agrees shall be used exclusively for the purchase, construction and
installation of Tenant improvements and trade fixtures to Tenant's unit within Replacement
Structure. The total amount of compensation being assigned by Tenant to Landlord under this
ASA is TWO HUNDRED THOUSAND AND NO/100 DOLLARS ($200,000.00). As
consideration for said assignment of compensation, Landlord agrees to provide the following
Tenant improvements to Tenant's unit in the Replacement Structure: HVAC, lights, T Bar
ceiling, insulation at ceiling, standard number of electrical outlets, flooring, one bathroom that
meets Americans with Disabilities Act standards, phone jacks in number sufficient to operate
Tenant's current equipment, finish painted interior walls, carpet and base, interior framing and
drywall, interior doors, and soft costs such as contingency, builder overhead and profit, zoning
and associated permit fees and architectural and engineering fees.
Tenant agrees it bears sole financial responsibility for the following: (1) to move its personal
property from the Property to the Replacement Structure, (2) for the disconnection, move and
reconnection of all fixtures and equipment from the Property to the Replacement Structure,
including the reinstallation of racks and displays, installation of telephone system, and (3) any
electrical requirements in the Replacement Structure that are in addition to standard electrical
service.
c. Upon execution of (1) this ASA and (2) a valid and enforceable lease between Tenant and
Landlord for Tenant's occupancy of the Replacement Structure, City agrees to process an
initial payment to Tenant in the amount of TEN THOUSAND THREE HUNDRED
SEVENTY NINE AND 00/100 DOLLARS ($10,379.00) and to Landlord in the amount of
EIGHTEEN THOUSAND TWO HUNDRED THIRTY SEVEN AND 50/100
DOLLARS ($18,237.50). Tenant and Landlord shall first provide to City a copy of the
documents referenced in this Section before City is obligated to process payment(s)
hereunder.
Acquisition Settlement Agreement
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d. Upon verification by City that architectural plans for the Replacement Structure have been
approved by City's Planning and Building Agency, City will process a second payment to
Tenant in the amount of TEN THOUSAND THREE HUNDRED SEVENTY NINE AND
00/100 DOLLARS ($10,379.00) and to Landlord in the amount of EIGHTEEN
THOUSAND TWO HUNDRED THIRTY SEVEN AND 50/100 DOLLARS
($18,237.50).
e. Upon completion by Landlord of the physical improvements to Tenant's unit within the
Replacement Structure, City agrees to process a third payment to Tenant in the amount of
TEN THOUSAND THREE HUNDRED SEVENTY NINE AND 00/100 DOLLARS
($10,379.00) and to Landlord in the amount of EIGHTEEN THOUSAND TWO
HUNDRED THIRTY SEVEN AND 50/100 DOLLARS ($18,237.50).
f. City agrees to process a final payment to Tenant in the amount of TEN THOUSAND
THREE HUNDRED SEVENTY NINE AND 00/100 DOLLARS ($10,379.00) once City
verifies that Tenant has satisfied the following conditions: (1) vacated the Property, (2)
executed and delivered to City a Certificate of Abandonment of the Property, (3) turned
over to the City, City's agents, or to Landlord all sets of keys to the Property, and (4)
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
and/or regulations. Once Tenant has satisfied all four conditions listed above, City agrees
to process a final payment to Landlord in the amount of EIGHTEEN THOUSAND TWO
HUNDRED THIRTY SEVEN AND 50/100 DOLLARS ($18,237.50).
g. As a matter of record, the compensation paid to Tenant in accordance with this ASA shall be
apportioned in the following amounts: Relocation benefits shall equal TWO HUNDRED
THOUSAND AND NO/100 DOLLARS ($200,000.00). Payment for any and all loss of
business goodwill (if any), leasehold interests, personal property, improvements pertaining to
realty, bonus value (if any), severance damages (if any), and any and all other damages to
which Tenant is or may be entitled to as a result of City's acquisition of the Acquired
Property for the Project shall equal SEVENTY TWO THOUSAND AND NO/100
DOLLARS ($72,000.00).
h. Landlord and Tenant agree that in the event a valid and enforceable lease between Landlord
and Tenant for the Replacement Structure is voided, is mutually or unilaterally rescinded, or
becomes unenforceable prior to City issuing the final payment in accordance with this ASA,
the Assignment referenced herein shall terminate and any remaining unpaid payments that
were assigned by Tenant to Landlord shall become the exclusive property of Tenant and no
further payments will be made by City to Landlord under this ASA. Tenant and Landlord
fully release any and all claims against City for any payments made hereunder. Additionally,
any remaining payments due Tenant will not be processed by City until Tenant vacates the
Property and meets the conditions set forth in Section 1(f), above, at which time City will
make all remaining payments to Tenant. Tenant agrees and is required, without further
Notice, to vacate the Property within thirty (30) days from the date the Lease between
Landlord and Tenant for the Replacement Structure is voided, rescinded or becomes
unenforceable, except that Tenant agrees that in any event it must vacate the Property not
Acquisition Settlement Agreement
Page 3 of 8
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later than December 31, 2008. Landlord and Tenant agree that any disputes relating to
payments made hereunder shall be controlled and resolved pursuant to the terms of a separate
agreement between the Tenant and Landlord.
2. Owner's Duties
Owner agrees to develop a replacement structure ("Replacement Structure") on the lot
immediately east and adjacent to the Property. This lot is identified as APN 101-272-04.
Construction of the Replacement Structure is expected to be completed on or about,
December 31, 2008.
3. Failure to Vacate the Acquired Property
Tenant, and each of them, agrees to vacate the Acquired Property not later than
December 31, 2008 ("Vacate Date"). Tenant, and each of them, shall be jointly and
severally liable to City for a rental fee ("Rental") of TWO HUNDRED AND NO/100
DOLLARS per day for each and every day Tenant remains in possession of the
Acquired Property after the Vacate Date. Tenant agrees that after the Vacate Date, City
is hereby authorized to deduct from the payment referenced in 1(f), above, any Rental
that becomes due after the Vacate Date but remains unpaid.
4. Release and Indemnity
Tenant and Landlord unconditionally agree to release, indemnify, defend and hold harmless
City, its officers, directors, Agencies, employees, and authorized agents (collectively
"Agents"), from any and all claims, liabilities, costs, damages or causes of action which Tenant
and/or Landlord now have or in the future may have against City arising from the
acquisition of the Property for the Project, including, but not limited to, any and all relocation
assistance and other relocation and/or displacement benefits, and including compensation
for any and all loss of business goodwill (if any), leasehold interests, personal property,
improvements pertaining to realty, bonus value (if any), severance damages (if any), and any
and all other damages to which Tenant and/or Landlord may be entitled to as a result of
City's acquisition of the Acquired Property for the Project.
5. Attorney's Fees
In the event of litigation relating to this ASA, the prevailing party shall be entitled to
reasonable attorneys' fees and costs.
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 the Parties
concerning the subject matter contained herein. This ASA may be modified only by a
writing executed by the Parties hereto.
Acquisition Settlement Agreement
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7. PartialInvalidity
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.
11. 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 of this 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.
Acquisition Settlement Agreement
Page 5 of 8
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14. Parties Have Not Transferred Right Or Claims
The Parties hereto each represent and warrant to the other Party that, except as provided
herein, 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.
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 Tenant: Gilberto's Mexican Restaurant
1007 S. Bristol St. Unit B
Santa Ana, CA 92703
Attn: Aurora Angel, Gilbert Quintero, Emilia Quintero
Acquisition Settlement Agreement
Page 6 of 8
Tenant's Initials Landlord's Initials
18. 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.
TENANT:
Gilberto's Mexican Restaurant
_.
By: ~-...____ ~. ,^, - Date: /~~ , 2008
Aurora ~An n
By: ~ ,t~- T Date: , 2008
o ~ur01`~ /tr~~-L
`y
By: ~~-yb1.~.,k..~ ,~„~~ ~-v Date: , 2008
Emilia Quintero
OWNER/LANDLORD:
Aurora An~~
By: Date: , 2008
Aur Ange
CITY OF SANTA ANA:
Date: , 2008
David N. Rea
City Manager
AT T:
_ ~
~' -~-~~-~-4 ~ Date: , 2008
Patricia E. Healy
Clerk of the Council
APPROVED-ASS T~ F~~2M:
By;~ ~~ ~ t -~ ~,~~~ Date: ~~ @ , 2008
~- ; Sandoval ~
Managing Senior Assistant City Attorney
Acquisition Settlement Agreement
Page 7 of 8
Tenant's Initials Landlord's Initials ~ ~`
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:
-ARCtL ^
THATrORTroNO/LOT 17OrTHENMINOERTRACT,pTHECRYOr
SANTA ANA. COUNTY DE ORANGE. ETAT[ 0-CALirORMA,}LR NAf flLED
IN EOORI.-ADR u Oi MIfCELLANEOVR 71ArR p TIIE OrrlCt D-TNt
COVNIY RECDRDER W L11D CDUNTY, OEfCRIRED Af -ARCEL 1 p A
GRANT ORD RLCORDED ON OCTDRCR SL IMI N DORRUMEJIT
Na n•lauf, orfleuL RECORDS o-sAro CDUMY R[CpW[R, Lrpa
wEt!FRLYq Silt roLLOwpO Of3CRIRED LINL•
>N RTiEET.AS fAlolTRElTf ARE EIgwN ON sAro
eaeraolLV w ro f uD eexrtualt Or euuaN
Im f ur Tn The Twe ropy or aeoppc:
R wIroR[SOViIIwdTLRLY T[RYDMOTIIE
pN OFA LDW -ARALLtL 1YlSN AND SLR1 RtT
YTSapt ar uIErDL fTRar. wml A un
11TLWCWTERLDR AND wIDCN -Ap0
ucwnaNeEwalr.Eavlrol-w,fafrarTOTx~
NI wRNALp[IARALLELwITH ANDMmFEET
a cartElluNE:
.e era u7e ~~uLLtt t.INtawu7rw.
NO. fI•fAW.Di
CONiAD/O1O IJtl7QVARE-EEi. MORE OR LESR
ALL AS f11OAV'1 DNOOIAIY1fr"/1TTAQ1lO HERETO AND RY 7NIi • '. ~ ~ • . -. ••
RtrERWCL WIDEAMRT IIER1t0r.
sin7terroAUmvaANn.RroxT;RnsHnmwArANDUSewortt -
orRtcow.uANr.
-RE-ARYD RY MROR NMOER MYpAtECilO11GN .
M LRIVLRA, tLf 07!
itrlRff IYJ1i0t '
/IYifN
+!-
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nuTroRTla7 orLOr n aTNerlppaf[TIIACr. pTxt crtra
tANrAAxwcouKrraow7ot.sTATta-eALUORNIA,rolwArncto .
p moR R rADe n o- wfctt~ANroua fuuf. p nls arlet a nlt
CDIARYRY.CDROEAO-IAro CQIINiY, OEfg1EED Af rARCEt7 pA •
1 ~ ORANTDYD RECORDED ON OCTORERiI. If11 At E/E7lVMDIT
NOlIJ71Nf,0-FIOIALRECORDf Oi RAIO CDUNTTR~DwMIIjYfVO
wYSrtar orTla n7Lwwora oEfcRIRED LDIt• ~ "..
cafll7amlo AT'TNL~1011R0- pTEREELZroN 0-A LINL-ARALLLL
wm1 AND um FEET umRir aTNE CWTiRIDIR a EWTOL lTRSET.
wrt11ALINErARAL16 wITN Alro li-0DRRIplIHtRLY Oi 7HF
CENTERLDR DFCVERON ETRlET,Af tAro STRL[Si ARL f110RM 0117AID
NDDIIO[RTRAGF, '
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nn1AND fom-Eer
CONTADIp01.-iS fQVARt FEET. MORE OR L[fi.
ALL Af fNOwN OH FXHIRIT`R•L"ATTACHED HERETO AND EY illlf
REFERENCE MIADE A MRTNEREOf.
fUEIECTTO ALL COVENANTS, RIGHTS. RIGHTE•OrwAY AND EAf W ENfS
or RECOR0. Ir ANY. n
-RErAREO DY IAE, OR IIIWER f1Y DIRECTION ON If!!./A 1st
fr91:•isv
MYNONOI. RIVERA, -LS fli! rM!
EEntFf IY7V07
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L DETAIL-NTS
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p ~ N .f.w,f _ _ _..., _
PARCEL "B"
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~~ MCFADOEN AVE.
{FORMERLY EAIRVIEV AVENUE 1~
Nf•rt !t i
--~•---' EisliiHLLe•2
Acquisition Settlement Agreement
Page 8 of 8
-- Tenant's Initials Landlord's Initials ,~~ ~''
EXHIBIT `B"
REPLACEMENT STRUCTURE
THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA COUNTY OF ORANGE, CITY
OF SANTA ANA, AND IS DESCRIBED AS FOLLOWS:
The West Half of the North Half of Lot 11 of "Nininger Tract", as per map thereof recorded in Book 8,
Page 33 of Miscellaneous Maps, records of said Orange County, California.
Acquisition Settlement Agreement
Page 9 of 8
Tenant's Initials ~ Landlord's Initials
CONSENT CALENDAR
MOTION: Alvarez SECOND: Martinez
VOTE: AYES: Alvarez, Benavides, Bustamante, Martinez,
Sarmiento, Tinajero, Pulido (7)
NOES: None (0)
ABSTAIN: None (0)
ABSENT: None (0)
25.K. AGMT NO. 2008-154 -CONSULTING AND TRAINING SERVICES -With
davidhartl.com, formerly known as General Learning Climates, in an
amount not to exceed $60,000 -Police Department
25.L. AGMT NO. 2008-155 -PREVENTIVE MAINTENANCE AND REPAIRS OF
MECHANICAL AND HVAC SYSTEMS -Execute an amendment with
ACCO Engineered Systems in an annual amount not to exceed $165,000
- Police Department
25.M. AGMT NO. 2008-156 -TRAFFIC SIGNAL AND STREET LIGHTING
MAINTENANCE SERVICES -With Econolite Traffic Engineering and
Maintenance, Inc. (Econolite) in the amount of $130,000 for a maximum
contract amount not to exceed $780,000 for the fiscal year 2007-2008 and
approve a one year extension in an amount not to exceed $650,000 -
Public Works Agency
25.N. AGMT NO. 2008-157 -PURCHASE AGREEMENT FOR 605 S. BRISTOL
STREET (PROJECT 06-1500) -With Fredi Marrero in the amount of
$131,400 -Public Works Agency
25.0. AGMT NO. 2008-158 - DESIGN ENGINEERING SERVICES FOR
ENERGY CONSERVATION IMPROVEMENTS -With Siemens Building
Technologies in an amount of $50,000 -Public Works Agency
25.P. AGMT NO. 2008-159 -PURCHASE AGREEMENT FOR A PORTION OF
SANTA ANA CALIFORNIA, LLC PROPERTY AT 2909 S. BRISTOL
(PROJECT 06-3510) -With Santa Ana California Lodge, LLC, in the
amount of $18,000 -Public Works Agency
25.Q. AGMTS - ACQUISITION SETTLEMENT AGREEMENT FOR
BUSINESSES AT 1007-1011 S. BRISTOL STREET (PROJECT 06-1500)
- PUBLIC WORKS AGENCY
CITY COUNCIL MINUTES 156 JUNE 2, 2008
CONSENT CALENDAR
^ AGMT NO. 2008-160 -With Martha's Market for $114,466
^ AGMT NO. 2008-161 -With Gilberto's Restaurant for $272,000
^ AGMT NO. 2008-162 -With Gamez Insurance and Income Tax for
$96,696
^ AGMT NO. 2008-163 -With Infinity Cellular & Paging for $105,407
^ AGMT NO. 2008-164 -With Rocela's Beauty Salon for $103,242
25.R. AGMT NO. 2008-165 - MANAGEMENT AND OPERATION OF THE
CABRILLO TENNIS CENTER -With Match Point Tennis Academy LLC. -
Parks, Recreation & Community Services Agency
25.S. AGMT NO. 2008-166 -COOPERATIVE AGREEMENT FOR OFFICE
MODIFICATIONS AT THE SANTA ANA REGIONAL TRANSPORTATION
CENTER -With Community Redevelopment Agency of the City of Santa
Ana for an amount not to exceed $69,100 -Community Development
Agency
25.T. AGMT NO. 2008-167 -ACQUISITION SETTLEMENT AGREEMENT FOR
BRISTOL STREET LIQUOR AT 323 S. BRISTOL STREET (PROJECT
06-1500) -With Parks Family Liquor Inc., dba Bristol Liquor & Market in
the amount of $565,000 -Public Works Agency
MISCELLEANOUS ADMINISTRATION
29.A. INSURANCE RENEWALS
Motion:
Approve the City's continued membership in the Big
Independent Cities Excess Pool from July 1, 2008 to July 1,
2009, at an estimated premium cost not to exceed $1,750,000.
2. Approve the City's continued participation in the Public Entity
Property Insurance Program from July 1, 2008 to July 1, 2009,
at an estimated premium cost not to exceed $400,000.
3. Approve the City's continued participation in the California
State Association of Counties -Excess Insurance Authority's
Crime Bond Program from July 1, 2008 to July 1, 2011, for
three years at an estimated premium not to exceed $40,000.
LAND USE MATTERS
CITY COUNCIL MINUTES 157 JUNE 2, 2008