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HomeMy WebLinkAboutCC Resolution 11183 (Fire Departmen Dispatch Center)CITY OF SAN RAFAEL RESOLUTION NO. 11183 RESOLUTION AUTHORIZING THE EXPENDITURE OF A MAXIMUM OF $40,000 FOR TENANT RELOCATION FOR FIRE DEPARTMENT DISPATCH CENTER (1033 C STREET) WHEREAS, the City of San Rafael Fire Department and Management Services Department are currently in need of additional office space, and such space is not available at City Hall; and WHEREAS, Gordon and Connie Wong will have space available to lease in their building located at 1033 "C" Street adjacent to Fire Station #l; and WHEREAS, the City of San Rafael will be entering into a lease with Gordon and Connie Wong for the property at 1033 C Street; and WHEREAS, the property is currently occupied by a tenant and who will be required to relocate; and WHEREAS, the City of San Rafael has entered into an agreement with Pacific Relocation Services to provide relocation services to this tenant pursuant to the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended or Section 7260 et. sec of the California Government Code; and WHEREAS, Pacific Relocation Services has obtained estimates for the cost of relocation and reestablishment of the business currently located at 1033 C Street; and WHEREAS, the cost of relocation and reestablishment is estimated not to exceed $40,000; NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN RAFAEL HEREBY RESOLVES AS FOLLOWS: The funding of not to exceed $40,000 for expenses resulting from the relocation and reestablishment of the business located at 1033 C Street and authorizes the Mayor to execute all necessary documents. The form of the documents including the relocation agreement shall be subject to the review and approval of the City Attorney. I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby certify that the foregoing Resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of said City held on the 7th day of October, 2002, by the following vote, to wit: AYES: COUNCILMEMBERS: Cohen, Heller, Phillips and Mayor Boro NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: Miller A� A JE M. LEONCINI, City Clerk File No.: 06.01.156 SETTLEMENT AGREEMENT This Agreement ("Agreement") is made on /•2 / 9 02 by and between the City of San Rafael, a municipal corporation ("City" , an Dick Cuthbert, ("Tenant"). City and Tenant are hereinafter sometimes referred to collectively as the "Parties". RECITALS Tenant operates a business commonly known as Cuthbert Blueprint Co., and is the occupant of real property and improvements located at 1033 "C" Street, San Rafael, CA (the "Property"). A. The Property is located within the City of San Rafael, and the City requires possession of and vacation of the Property for construction of its project. B. Tenant has agreed to vacate the Property and to accept the consideration specified in this Agreement as full compensation for all of its interests described in this Agreement. The Parties, therefore, desire to establish their respective rights and obligations with regard to the acquisition of the Property by City and vacation of the property by the Tenant upon the terms and conditions set forth below. NOW THEREFORE, The Parties hereto agree as follows: 1. Consideration (a) City agrees to pay to Tenant the total sum of Thirty Six Thousand Seven Hundred Seventy Nine Dollars and Eighty-four cents ($36,779.84) as follows: • $ 16,853.50 upon the Parties fully executing this agreement. • $ 20,726.34 upon Tenant's vacation of the Property, as described in this Agreement in Section 2, including subsections (a) thru (c). • Minus $ 800.00 Rent due City for additional eight (8) days occupancy, pursuant to Section 2. Total $36,779.84 Page 1 of 7 .;CU (b) Tenant agrees that the payment received, pursuant to paragraph 1 (a) above, constitutes full satisfaction of any and all City obligations to Tenant, including without limitation any obligations for moving and related expenses, relocation assistance, relocation benefits, loss of goodwill (if any), compensation for personal property, furniture, fixtures, machinery and equipment, leasehold interests, and damages of any nature. 2. Vacation Of Propertv Tenant represents and warrants to City that Tenant will completely vacate the Property on December 27, 2002 ("Vacation Date"), which is an additional eight (8) days after the effective date of the 90 Day Notice to �InA&,404'0 Vacate!' In consideration herefore, Tenant agrees to pay the City rent in the amount of $100.00 per day for the period December 19, 2002 to l December 27, 2002. Tenant will continue to be responsible for complying with the terms of the current rental agreement until the moment it signs an Abandonment Notice and turns over possession of the property to City, according to the above dates, after which City will release Tenant of any V* further obligation under the current rental agreement. (a) As of the Vacation Date, Tenant shall have removed all its removable personal property, trade fixtures, furniture, machinery and equipment from the Property. Any such movable items not removed will become the property of City. (b) Upon the Vacation Date, any right, title and interest in the Property, the Lease and the fixtures and equipment left at the property, will automatically transfer from Tenant to City. Tenant hereby warrants such fixtures and equipment to be free and clear from any liens, encumbrances and toxic or hazardous materials including, without limitation, any refrigerants which shall have been removed and disposed of in accordance with applicable regulations. 21 GOP - If Tenant fails to vacate the property by December. -3' 200 for any reason whatsoever, Tenant hereby agrees that City can retain the remaining unpaid balance on this Agreement, to cover the costs of removing and storing any personal property left at the project premises, until Tenant recovers the personal property from City. Should there be a balance after the City pays for removing and storing the personal property, Tenant can receive from City the remaining balance. Page 2 of 7 3. 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, including its relocation consultants, Pacific Relocation Consultants, (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, leasehold interests, compensation for real or personal property or loss of goodwill from the City. (b) Upon vacation and deliver of the Premises pursuant to the terms of this Ac ireement, Citv herebv holds Tenant harmless from anv and all claims pertaininq to anv and all sections of this Agreement. (c) This release is intended as a full and complete release and discharge of any and all such claims that Tenant may or might have now or at any time in the future 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 materially affected his settlement with the debtor. Page 3 of 7 (d) 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 part'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. (e) 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. Attomev's Fees In the event of litigation relating to this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs. �. Indemnity By 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. 7. Entire Aareement 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. Page 4of7 8. Partiallnvalidity 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. 9. Waiver 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. 10. Headinas 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. 11 Governina 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. 12 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. 13. Necessary Acts Each party to this Agreement agrees to perform any further acts and execute and deliver any further documents that may be reasonable necessary to carry out the provisions of this Agreement. Page 5 of 7 14. Advice Of Counsel Each party hereto, by its due execution of this Agreement, represents to every other party that it has reviewed or has had the opportunity to review 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. 15. Parties Have Not Transferred Riaht 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. 16. Authoritv To Execute This Aqreement 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. 17. 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. 18. 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 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: Page 6 of 7 To City: Nancy Mackle Economic Development Director City of San Rafael 1313 Fifth Avenue, P.O. Box 151560 San Rafael, CA 94915-1560 To Tenant: Mr. Dick Cuthbert 1033 "C" Street San Rafael, CA 94915 19. 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. Approved sAo rm, By:-- ttorn6y Approved as to content: By: By: Attorney for Tenant City of San Rafael A— By: / ALtERT J. RO Its : Mavor ATTEST: %, ' JAM4 M- . �LEONCI I , Ci ty C e r k Tenant By: A z�z& Its: Date: Page 7 of 7