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HomeMy WebLinkAboutChurch of the Coast; 2004-07-30;CHURCH OF THE COAST RELOCATION SETTLEMENT AGREEMENT is Relocation Settlement Agreement ("Agreement") is made on this .%d day of ,2004 by and between the City of Carlsbad, a municipal corporation of the State % f C 'fornia, hereinafter referred to as "City", and Church of the Coast, a California non- profit organization, hereinafter referred to as "Tenant". City and Tenant are hereinafter sometimes referred to collectively as the "Parties". RECITALS 1. Tenant operates a business commonly known as the Church of the Coast, and is the occupant of Real property and improvements located at 3368 Eureka Place, Carlsbad, California (the "property"). The property is located within the City of Carlsbad and the City has acquired the Property for a public use to be known as the Carlsbad Learning Center. The Parties desire to establish their respective rights and obligations with regard to the acquisition of the Property by the City, and relocation of Tenant. 2. 3. NOW THEREFORE, The Parties hereto agree as follows: 1. Consideration (a) City agrees to pay to Tenant the one time sum of $4,000.00 (four thousand dollars) for storage related costs of personal property, trade fixtures, furniture and equipment that must be relocated from said property. (b) The Parties agree that Tenant has identified an alternate site for relocation of said business that has a rent which is equal to or less than the current rent at said property. (c) Tenant agrees that the payment received, pursuant to paragraph l(a) above, constitutes full satisfaction of any and all City obligations to Tenant, including without limitation any obligations for relocation assistance, relocation benefits, goodwill, compensation for personal property, furniture, fixtures and equipment, or damages of any nature. 1 .. ._ 2. Possession Of Property Tenant shall be entitled to remain in possession of the Property, pursuant to the terms of a separate written Rental Agreement until August 3 1, 2004 (the "Vacation Date"). 3. Vacation Of Property Tenant represents and warrants to City that as of the Vacation Date, Tenant shall have completely vacated the Property and returned possession of the Property to City. (a) As of the Vacation Date, Tenant shall have removed all its removable personal property, trade fixtures, furniture and equipment from the Property. (b) Upon the Vacation Date, Tenant hereby transfers any right, title and interest in the Property and the Lease to the City, and warrants all to be free and clear from any liens or encumbrances, including any refrigerants or any other toxic or hazardous materials, which shall have been removed and disposed of in accordance with applicable regulations. 4. Release (a) Tenant for itself, its agents, assigns and related entities, fully releases, acquits and discharges City, and the officers, directors, employees, attorneys, accountants, other professionals, insurers and agents of City (collectively "Agents") and all entities related to City, from all rights, claims, demands, actions or causes of action which Tenant now has or may have against City arising from the acquisition of the Property, the Lease, or otherwise, including, but not limited to, any claim to relocation assistance, relocation benefits or compensation for property or goodwill from the City. (b) This release is intended as a full and complete release and discharge of any and all such claims that Tenant may or might have against City and its related entities arising from the facts and circumstances described above in this Agreement. In making this release, Tenant intends to release City, its related entities and agents from any liability of any nature whatsoever for any claim or injury or for damages or equitable 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. Tenant expressly waives all rights under Section 1542 of the Civil Code of the State of California, which Tenant 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 marerially affected his 2 =BM-19 (6/04) .. -. settlement with the debtor. (c) Tenant acknowledges that it may hereafter discover facts or law different from or in addition to those which it now believes to be true with respect to the release of claims. Tenant 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. Tenant 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. (d) No party nor any agents nor any related entities have made any statement or representation to any other party regarding any fact relied upon in entering into this Agreement, 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 Agreement, except as is expressly stated in this Agreement. Each party to this Agreement has made such investigation of the facts and law pertaining to this Agreement, and of all other matters pertaining thereto, as it deems necessary, and has consulted with legal counsel concerning these matters. 5. Indemnitv Bv Tenant Tenant shall indemnify, defend and hold City harmless from and against any claims, demands, liabilities, losses, judgments, expenses and attorneys' fees resulting from the breach by Tenant of any provision of this Agreement or the falsity of any representation or warranty made by Tenant contained in this Agreement. 6. Entire Agreement This Agreement contains the entire agreement of the parties hereto, and supersedes any prior written or oral agreements between them concerning the subject matter contained herein. I. Partial Invalidity In the event that any term, covenant, condition or provision of this Agreement 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. 3 =BM-19 (6/04) The provisions of this Agreement may be waived, altered amended or repealed, in whole or in part, only upon the written consent of all parties to this Agreement. The waiver by one party of the performance of provision of this Agreement shall not invalidate this Agreement, nor shall it be considered as a waiver of any subsequent breach of the same or other provisions of this Agreement. 9. Headings The headings, subheadings and numbering of the different paragraphs of this Agreement are inserted for convenience only and shall not be considered for any purpose in construing this Agreement. 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, and the laws of the United States. 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 Agreement, this Agreement 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. Necessarv Acts Each party to this Agreement 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 Agreement. 13. Advice Of Counsel Each party hereto, by its due execution of this Agreement, represents to every other party that it has reviewed each term of this Agreement with its counsel and that hereafter no party shall deny the validity of this Agreement on the ground that the party did not have advice of counsel. Each party has had the opportunity to receive independent legal advice with respect to the advisability of making this Agreement and with respect to the meaning of California Civil Code Section 1542. 4 =BM-19 (a041 . 14. 15. 16. 17. 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 subleased 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 release as part of this Agreement. Authority To Execute This Agreement Each entity executing this Agreement represents that it is authorized to execute this Agreement. Each person executing this Agreement on behalf of an entity, other than an individual executing this Agreement on his or her own behalf, represents that he or she is authorized to execute this Agreement on behalf of said entity. Construction Each party has cooperated in the drafting and preparation of this Agreement. In any construction to be made of this Agreement, or of any of its terms and provisions, the same shall not be construed against any party. Notices All notices, requests, demands and other communications required or permitted to be given under this Agreement 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 set forth below, or at any other address that such party may designate by written notice to the other party: To City: City of Carlsbad 1200 Carlsbad Village Drive Carlshad, Ca. 92008 Attention: City Manager With copy to: Ron Ball, City Attorney To Tenant: Church of the Coast 4740 Dalea Place Oceanside, Ca. 92057 Attention: Steve Pate 5 =BM-19 (6/05) 18. Counterparts This Agreement 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 to this Agreement have executed this Agreement as of the date first written above. TENANT CITY CHURCH OF THE COAST, a California CITY OF CARLSBAD, a municipal non-profit anization corporation of the State of California By: Its: %=N/Oe FmR By: Its: City Clerk APPROVED AS TO FORM: RONALD R. BALL, City Attorney By: Proper notarial acknowledgment of execution by tenant must be attached. 6 =BM-19 (6Kkt) .. FFICIAL CALIFORNIA NOTARIAL CERTIFICATE CKNOWLEDGMENT tate of California 'ountyof &* ni , See0 a?** ersonally appeared UQ~ Q Lh -kc, [&&xlauy known to Title of Document RP.\OCCL~~~~ lrln\Li b, 20 b 4. , before me, &nL L-. F Lacez le - *to - be the person(@vhose name($Li- ibscribed to the within instrument and acknowledged to me that he/sh&&y executed the same in is/hmWEr authorized capacity(- and that by hished&& sigmture(+n the instrument the persona r the entity upon behalf of which the persoehcted, executed the instrument. WITNESS my hand and seal.