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HomeMy WebLinkAboutC-1741 4 . ' - Gi /7 `// CONSENT AND RELEASE AGREEMENT ARTICLE 1. PARTIES AND EFFECTIVE DATE. 1.1 Effective Date of Agreement. This Consent and Release Agreement ("Agreement") is entered into between (i) The Arcadia Redevelopment Agency, a California public agency ("Agency"), and (ii) Arnold and Judith Richter ("Owner"). This Agreement is dated February 9.7 , 2001, for reference purposes only. This Agreement will not become effective until the date ("Effective Date") on which it has been approved and executed by both the Agency and the Owner. Agency and Owner are sometimes individually referred to as "Party" and collectively as "Parties." ARTICLE 2. RECITALS. 2.1 Owner is the sole fee owner of that certain real property located at 11 & 111 North Fifth , Arcadia, California ("Property"). The Property is located within the Agency's Central Redevelopment Project Area ("Project Area"). 2.2 The Owner and [Hale/Waken] ("Developer") have entered into a purchase and sale agreement for Developer's acquisition of the Property from the Owner. The Agency and the Developer are in negotiations which may lead to the creation of an agreement between the Agency and the Developer providing for certain financial assistance to the Developer in exchange for the Developer's agreement to undertake the redevelopment of the Property and other adjoining property. The Agency and the Developer have not yet agreed upon the terms and conditions of such an agreement. 2.3 Owner has previously stated, and hereby reaffirms such statement, that Owner is not interested in participating in the redevelopment of the Property, although Owner acknowledges that it has been advised of its possible rights under California law to be given the opportunity to submit a proposal for the redevelopment of the Property. 2.4 Owner leases the Property to twenty-four _ residential tenants (each, a "Tenant" and collectively, the "Tenants"). Owner receives rental income and other benefits from the Tenants. 2.5 The redevelopment of the Property will require the relocation of the Tenants, in accordance with requirements of California law and its implementing regulations. The Agency, Owner and Developer agree that the relocation of the Tenants may occur prior to the time that Developer completes its acquisition of the Property. The Owner further acknowledges that it is possible that the Developer may not complete its acquisition of the Property from the Owner. Nevertheless, the Owner consents to the Agency and its representatives', employees', agents' and contractors' contact with the Tenants to advise the Tenants of their relocation and other rights under California law, to the termination of the Tenants' leases with Owner, and to Tenants' relocation from the Property prior to the time that Developer completes its acquisition of the r • Property. 2.6 Owner acknowledges that if the Tenants are relocated prior to the Developer's acquisition of the Property, and Developer does not complete its acquisition of the Property, Owner may suffer lost rental income and other damages arising from such relocation. For that reason, the purchase and sale agreement between Owner and Developer requires the Developer to post a cash security deposit, which may be used to reimburse Owner for its lost rental income in the event that the Tenants are relocated prior to the Developer's acquisition of the Property and Developer does not thereafter complete its acquisition of the Property. The Owner acknowledges and agrees that the purchase and sale agreement between the Owner and the Developer constitutes fair, adequate and complete consideration for the waivers, releases and other matters set forth in this Agreement. The Owner acknowledges that the Agency, in reliance upon the waivers, releases and other obligations of Owner hereunder, is undertaking certain obligations and incurring expenses and liabilities which Agency would not otherwise undertake or incur. ARTICLE 3. TERMS. 3.1 Consent to Contact and Relocate Tenants. Owner agrees that Agency may, at any time after the Effective Date, contact the Tenants for the purposes of informing the Tenants about the Agency's relocation procedures and policies, including, but not limited to: (i) Availability of relocation benefits and assistance; (ii) Eligibility requirements for relocation benefits and assistance; (iii) Availability of comparable replacement housing; (iv) Projected schedule for displacement; and (v) Other Agency procedures and policies. In addition to providing the foregoing information, the Agency and its representatives will actively seek to cause the relocation of the Tenants prior to the time that Developer has completed its acquisition of the Property from Owner. Owner consents to such relocation. 3.2 Release. This Agreement shall serve as a full release and discharge by Owner, on behalf of itself, its agents, representatives, assigns, trustees, administrators, attorneys, heirs, beneficiaries and successors in interest, in consideration of the mutual covenants and promises contained herein, of the City of Arcadia, the Agency and their respective officers, accountants, contractors, other professionals, agents, representatives, assigns, employees, administrators, trustees, insurers, attorneys, heirs, beneficiaries and successors-in-interest (collectively the "Released Parties"), from all rights, claims or cross-claims, demands, actions or causes of action, including those for damages, compensation, relocation assistance, relocation benefits, punitive RVPUB\KCV\607520 /I • 2 damages, interest, costs, attorneys' and appraisal fees, injunctive or declaratory relief, or for relief by way of writ of mandate, or for demands, damages, refunds, debts, liabilities, reckonings, accounts, obligations, costs, expenses, liens, actions, and causes of action of whatever kind, at law or in equity, that Owner has now or may have against Agency and any of the Released Parties arising from the facts and circumstances described in this Agreement including, but not limited to, (1) Agency's contact and relocation of the Tenants, (2) Owner's rights, if any, under Health and Safety Code Sections 33339 and 33345 (and the Agency's adopted rules in furtherance thereof) to participate in the redevelopment of the Property, or (3) any other right or interest Owner may have, assert or claim by reason of Agency's actions or failure to act, including, but not limited to, any claim to relocation assistance, relocation benefits, lost income, or compensation for property or loss of goodwill from the Agency. 3.2.1 Discovery of New Facts or Law. Owner acknowledges that he may hereafter discover facts or law different from or in addition to those which he now believes to be true with respect to the release of claims. Owner agrees that the foregoing release shall be and remain effective in all respects notwithstanding such different or additional facts or law or any Party's discovery thereof Owner shall not be entitled to any relief in connection therewith, including, but not limited to, any damages or any right or claim to set aside or rescind this Agreement. 3.2.2 Waiver Of Rights Under California Civil Code Section 1542. In making this release, Owner intends to and does release, acquit and discharge the Released Parties, and each of them, from any liability of any nature whatsoever for any claim, injury, damages or equitable relief or declaratory relief of any kind, whether the claim, or any facts on which such claim might be based, is known or unknown to the party possessing the claim. Owner expressly acknowledges and waives any and all rights under Section 1542 of the California Civil Code, which Owner understands provides 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." Owner acknowledges the foregoing waiver of the provisions of California Civil Code Section 1542 was separately bargained for and expressly consents that this Agreement shall be given full force and effect in accordance with each and all of its express terms and provisions, including those terms and provisions relating to unknown or unsuspected claims, demands and causes of action, if any, to the same effect as those terms and provisions relating to any other claims, demands and causes of action hereinabove specified. 3.2.3 Sole Reliance On Agreement. None of the Parties or their respective agents or any related entities have made any statement or representation to the other regarding any fact relied upon in entering into this Agreement and the Parties, and each of them, expressly do not rely upon any statement, representation or promise of any other party or any party's agent RVPUB\KCV\607520 / / • • 3 or related entities in executing this Agreement, except as is expressly set forth herein. Each of the Parties has made such investigation of the facts and law pertaining to the subject matter of this Agreement as it deems necessary, and has consulted with legal counsel of its own choosing concerning these matters. 3.3 Indemnification by Owner. Owner shall indemnify, defend and hold Agency and the Released Parties harmless from and against any claims, damages, demands, liabilities, losses, judgements, expenses and attorneys' fees and/or cost resulting from (i) the breach by Owner of any provision of this Agreement, or (ii) the falsity of any representation or warranty made by Owner contained in this Agreement. 3.4 Legal Fees. In the event of the bringing of any action or suit by a Party against another Party under this Agreement by reason of any breach of any of the covenants, conditions, agreements or provisions on the part of such other party arising out of this Agreement, the Party in whose favor final judgment shall be entered shall be entitled to have and recover from the other Party all costs and expenses of suit, including reasonable attorneys' fees (or, in the event of any action to enforce this Agreement, the prevailing Party shall be entitled to recover all of its costs and expenses of the action, including reasonable attorneys' fees), as determined by a court of competent jurisdiction. [Signatures on following pages] RVPUB\KCV\607520 4 • SIGNATURE PAGE TO CONSENT AND RELEASE AGREEMENT AGENCY: THE ARCADIA REDEVELOPMENT AGENCY a California public agency By: _ ' y / M William Kelly Executive Director ATTEST: ./() gency Secretary APPROVED AS TO LEGAL FORM BEST BEST &KRIEGER LLP Agency Counsel RVPUB\KCV1607520 a'► 5 SIGNATURE PAGE TO CONSENT AND RELEASE AGREEMENT OWNER: [ 7i116- R)4}-ir /g071 a [BEt)OGR-BL( ./t/AA • By: �1 Its: / R Ifs %074 RVPUB\KCV\607520