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Home My WebLink AboutROBERTI'S INSURANCEA-2013-055 J' rv Ill 4 r O AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Release (hereinafter "Agreement") is entered into by and between the CITY O SANTA ANA, a charter city and municipal corporation duly organized under the Constitu ion and laws of the State of California (hereinafter, "City") and Roberti's Insurance Agency, hc., a California Corporation (hereinafter, "Roberti's"), as of the date of full execution by all parties. RECITALS A. In and prior to 2012, Roberti's owned and operated an insurance business (the "Business") at 1221 E. First Street #E, Santa Ana, California (the "Subject Property") pursuant to a lease agreement. B. In or about 202, the City purchased the Subject Property for public use from its owner in lieu of eminent do in. As a result of the City's purchase in lieu of eminent domain, Roberti's lease was terminated and Roberti was required to move the Business from the Subject Property. C. As a result of is involuntary relocation from the Subject Property, Roberti's contends that the Business suffered a loss of business goodwill for which it is entitled to compensation pursuant to California Code of Civil Procedure section 1263.510. D. Both the City and Roberti's have evaluated Roberti's claim for loss of business goodwill, and following nego iations, have agreed to a settlement of business goodwill by which the City will pay Roberti's thg sum of one hundred ninety three thousand five hundred dollars ($193,500.00) as full and final settlement of Roberti's claim for loss of business goodwill. E. The City has three thousand two hundred Additionally, by a separate Acquisition of Tenant-Sellei six thousand eight five dolla These sums are in addition i dollars ($193,500.00) being ;viously paid relocation benefits to Roberti's in the sum of forty enty four dollars and ninety eight cents ($43,224.98). Bement being entered into concurrently herewith (Agreement for Interest in Real Property), the City is paying Roberti's the sum of ($6,085.00) for Roberti's improvements pertaining to realty. he amount of one hundred ninety three thousand five hundred id to Roberti's under this agreement for loss of business goodwill. AGREEMENT Based upon the f parties agree as follows: 1. Payment for of this Agreement, the City five hundred dollars ($193. and based upon the mutual consideration set forth herein, the of Business Goodwill. Within 30 days following full execution pay Roberti's the sum of one hundred ninety three thousand 0) as full and final settlement of Roberti's claim for loss of - t - business goodwill arising out sum shall be paid by negotiab Law Group Client Trust Acco Hazarabedian of California Ei Glendale, California. the City's purchase of the Subject Property for public use. Said check or draft made payable to "California Eminent Domain it" and delivered to Roberti's counsel of record, A.J. nent Domain Law Group, 3429 Ocean View Blvd., Suite L, 2. Full and Final Settlement. Together with the Agreement for Acquisition of Tenant-Seller's Interest in Re' 1 Property being executed concurrently herewith, this Agreement is intended to and does constitute a full and final settlement as between the City and Roberti's of any and all claims, disputes, auctions and potential claims, disputes and actions of whatever sort or nature in any way relating to the Agency's acquisition of the Subject Property. 3. Release of The Agreement for Acquisition of itself and its shareholders, off predecessors, partners, joint v and representatives, hereby re directors, employees, agents, principals, guarantors, subcor from any and all debts, claim; action, and rights (collectivel, or not such claims are known at any time, by reason of or re of or relating to the City's ace 4. Release of Rol Agreement for Acquisition of itself and its shareholders, off predecessors, partners, joint v and representatives, hereby re directors, employees, agents, principals, guarantors, subcor from any and all debts, claimi action, and rights (collectivel, or not such claims are known at any time, by reason of or re of or relating to the City's acc City. Except for enforcement of this Agreement and the Tenant-Seller's Interest in Real Property, Roberti's, on behalf of cers, directors, employees, agents, successors, assigns, ;nturers, principals, guarantors, subcontractors, suppliers, attorneys leases, discharges and holds harmless the City and its officers, successors, assigns, predecessors, partners, joint venturers, tractors, suppliers, parent companies, attorneys and representatives potential claims, demands, liabilities, obligations, causes of "Claims"), and hereby waives any and all such Claims (whether or unknown) which they may now hold or own, or held or owned lating to any act, omission, matter or thing whatsoever arising out uisition of the Subject Property. Except for enforcement of this Agreement and the ,"enant-Seller's Interest in Real Property, the City, on behalf of ;ers, directors, employees, agents, successors, assigns, aturers, principals, guarantors, subcontractors, suppliers, attorneys rases, discharges and holds harmless Roberti's and its officers, iccessors, assigns, predecessors, partners, joint venturers, Factors, suppliers, parent companies, attorneys and representatives potential claims, demands, liabilities, obligations, causes of "Claims"), and hereby waives any and all such Claims (whether r unknown) which they may now hold or own, or held or owned iting to any act, omission, matter or thing whatsoever arising out .isition of the Subject Property. 5. Waiver of Civil Code Section 1542. This Agreement extends to all claims or potential claims each party may have against the other, whether or not claimed, suspected or known or unknown by the parties. The parties hereby expressly waive all provisions of California Civil Code section 1542 which provides: "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, -2- which if known by him must have materially affected his settlement with the debtor." 6. Representations and Warranties. Each of the parties hereto represents and warrants that he is not aware of any other party having any interest in, nor has he assigned, hypothecated or otherwise transferred any interest in any Claim or Claims which are the subject of this Agreement. 7. Inte ration. This Agreement together with the Agreement for Acquisition of Tenant-Seller's Interest in Real Property, constitute the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings of the parties; there are no warranties, representations or other agreements between the parties except as expressly set forth herein. No amendment hereto shall be binding unless set forth in a writing stating that it is intended to amend this agreement, executed by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any of the other provisions hereof, whether or not similar, nor shall such waiver constitute a continuing waiver. 8. Counterparts. This Agreement may be executed in counterparts and, as so executed, shall constitute one 'agreement binding on all parties. 9. Severability. In the event that any provision of this Agreement is found by a Court of competent jurisdiction to be void or voidable, the remaining provisions of this Agreement shall remain in full force and effect. 10. Each Party to Bear Own Costs and Fees. Except as may be otherwise provided herein, each party hereto shat'bear its own costs and fees associated with the actions being settled hereby. 11. Choice of Law. This Agreement and any dispute hereunder shall be governed by the laws of the State of California. 12. Each Party Authorized. By signing this Agreement, each party attests that he or she is duly authorized by his or her respective corporation or entity, if applicable, to execute this Agreement. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS. -3- Mailing Address of Roberti's ROBERTI'S INSURANCE, INC., a California Corporation 2128 B N. Tustin Avenue Santa Ana, California By: Its: GEO Date: 3- 29- /3 Mailing Address of City THE CITY OF S TA ANA, a charter city and municipal corpor u y rganized under the 20 Civic Center Plaza, M-30 Constitution and ws a State of California Santa Ana, California 92701 By: Kevin O'Rouke City Manager Date: 13 Attest: By. D'Zk Maria D. Huizar City Clerk Date: [4 /y AOL-? Approved as to Form: SONIA R. CARVALHO City Attorney ose ndoval Chief Assistant City Attorney CALIFORNIA EMINENT DOMAIN LAW GROUP By: A.J, Hazarabedian, Esq. Attorneys for I?oberti's Insurance Date: Y? / 13 -4-