HomeMy WebLinkAbout2009-07-14 - AGENDA REPORTS - CARQUEST AUTO PARTS PURCHASE (2)3
Agenda Item: C c,/sWfi
CITY OF SANTA CLARITA
JOINT CITY COUNCIL / REDEVELOPMENT AGENCY
AGENDA REPORT
City Manager Approval:
CONSENT CALENDAR Item to be presented by: Armine Chaparyan
DATE: July 14, 2009
SUBJECT: SETTLEMENT AGREEMENT TO PURCHASE THE
LEASEHOLD INTERESTS AND THOSE CERTAIN
IMPROVEMENTS PERTAINING TO THE REALTY LOCATED
AT 24535 N. MAIN STREET, SANTA CLARITA, CA 91321
FROM CARQUEST AUTO PARTS
DEPARTMENT: Community Development
RECOMMENDED ACTION
City Council: Approve the acquisition and adopt a resolution consenting to payment being made
by the Redevelopment Agency of the City of Santa Clarita (Agency) for the purchase of the
leasehold interests and those certain improvements pertaining to the realty, loss of goodwill, and
all other damages and costs that may be associated with the relocation of the Carquest Auto Parts
business ("Leasehold Interests") for public improvement and making the findings required by
Section 33445 of the California Redevelopment Law to permit the use of Agency funds to
purchase the "Leasehold Interests" to provide for the construction of a public library.
Redevelopment Agency:
1. Adopt a Resolution of the Agency requesting consent from the City Council to use Agency
funds for the purchase of the "Leasehold Interests" for public improvement and making the
findings required by Section 33445 of the California Redevelopment Law and to permit the use
of those funds to acquire the 'Leasehold Interests" for the construction of a public library;
2. Authorize the appropriation of $160,000 from available funds in the Redevelopment Agency
non -housing fund balance to Account 13400-5201.004;
3. Authorize Executive Director or designee to approve payments up to a maximum amount of
$160,000 for the acquisition and for all required costs related thereto and execute all required
documentation to complete the transaction, subject to review by the Agency Attorney.
BACKGROUND
On December 18, 2007, the Agency purchased the real property located at 24535 Main Street. Al
the time of purchase, the building was leased for use as an auto parts retail business and occupied
by Carquest Auto Parts (Carquest.) Shortly before the December 14, 2007 close of escrow,
Carquest was provided with the required written notice advising that tenant of the Agency's
intention to purchase the property for redevelopment purposes.
The Agency's relocation efforts began in earnest during May, 2008. During December 2008,
Carquest had not yet secured a new store location, therefore, efforts to negotiate a comprehensive
settlement agreement began. It was agreed that the settlement agreement was to provide full
payment for the Agency to Carquest for all leasehold interests and related relocation expenses
resulting from the Agency's purchase of the property and that these negotiations were to continue
even beyond the joint City Council/Agency public hearing which was held on January 27, 2009,
at which time a resolution of necessity was adopted authorizing initiation of eminent domain
proceedings to acquire the "Leasehold Interests."
On May 15, 2009, Carquest entered a new lease agreement for the new store location at 21515
Soledad Canyon Road. Subsequently, on May 20, 2009, Carquest's representative orally agreed
to accept an all-inclusive settlement offer from the Agency in the amount of $160,000 and
acknowledged that the agreement would remain subject to City Council/Agency approval and the
completion of a written agreement reflecting same. The tenant improvements necessary at the
new store location are already underway and it is expected that Carquest will be able to move
into the new location on or before August 31, 2009.
The negotiated settlement amount of $160,000 represents full compensation to Carquest for the
leasehold interests, those certain improvements pertaining to the realty, loss of goodwill, and all
other damages and costs that may be associated with the relocation of the auto parts business and
will allow for a timely and mutually agreeable resolution in lieu of completing the earlier
eminent domain action.
In order for redevelopment agencies to spend funds for acquisition of "Leasehold Interests" for
the construction of public improvements such as the public library, the Agency must request and
the City Council must consent and each body must make finding as provided for in the attached
resolutions. The payment of funds for the proejct will facilitate completion of required public
improvements to induce new construction and/or rehabilitation by private enterprise; will remove
blighted conditions, promote the comprehensive planning, redesign, replanning, reconstruction
and/or rehabilitation in such a manner as to achieve a higher and better utilization of the land
within the project area and facilitate implementation of the goals of the Downtown Newhall
Specific Plan by adding needed public facilities such as a public library to the Newhall
Redevelopment Project Area.
The relocation of Carquest will satisfy the Agency's tenant relocation obligations resulting from
the Agency's purchase of the property, while also ensuring the property will be fully accessible to
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the Agency prior to the start of any work or related activities that may be necessary for
construction of a new library.
ALTERNATIVE ACTIONS
1. Agency may direct staff to cease the acquisition effort.
2. Other actions as determined by the Agency or City Council.
FISCAL IMPACT
Authorize the appropriation of $160,000 from available funds in the Redevelopment Agency
Non -housing fund balance to Account 13400-5201.004.
ATTACHMENTS
Resolution - City Council
Resolution - Redevelopment Agency
Settlement Agreement and Release
RESOLUTION NO. 09-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SANTA CLARITA, CALIFORNIA, MAKING THE FINDINGS REQUIRED
BY SECTION 33445 OF THE CALIFORNIA REDEVELOPMENT LAW AND
DETERMINING THAT THE PURCHASE OF THE LEASEHOLD INTERESTS AND THOSE
CERTAIN IMPROVEMENTS PERTAINING TO THE REALTY LOCATED AT 24535 MAIN
STREET FOR THE CONSTRUCTION OF A PUBLIC LIBRARY IS OF BENEFIT TO THE
NEWHALL REDEVELOPMENT PROJECT AREA
WHEREAS, the Redevelopment Agency of the City of Santa Clarita (the"Agency") is a
public body, corporate and politic, duly established and authorized to transact business and
exercise powers under and pursuant to the provisions of the Community Redevelopment Law of
the State of California, constituting Part 1 of Division 24 of the Health and Safety Code of the
State of California (the "Law"), including the power to expend funds for public improvements for
the benefit of the Newhall Redevelopment Project Area ("Project Area"); and
WHEREAS, the City of Santa Clarita ("City") is the legislative body for the community
in which the Project Area is located and pursuant to Health & Safety Code Section 33445 is
required to consent to payments to be made by its Agency for the acquisition of the leasehold
interests, those certain improvements pertaining to the realty, loss of goodwill and all other
damages and costs associated with the relocation of the Carquest Auto Parts business located at
24535 Main Street ("Leasehold Interests") for the installation of public improvements; and
, WHEREAS, the Downtown Newhall Specific Plan adopted on December 22, 2005,
provides for the funding of public improvements within the Project Area; and
WHEREAS, the provision of public improvements is consistent with the Redevelopment
Agency's Five -Year Implementation Plan in that the purchase of the "Leasehold Interests" for the
construction of a public library ("Project") is also identified in the Downtown Newhall Specific
Plan as a goal and objective; and
WHEREAS, the Agency desires to purchase the "Leasehold Interests" for the Project with
$160,000 of Agency funds as presently the City does not have funds available for this project;
and
WHEREAS, there are appropriate facts supporting the findings required by Health &
Safety Code Section 33445 for the City Council to consent to the Agency's expenditure of funds
for the purchase of "Leasehold Interests" for public improvements provided by the Project.
NOW, THEREFORE, the City Council of the City of Santa Clarita, California does
hereby resolve as follows:
SECTION 1. Recitals. The City Council finds and declares that the above recitals are
true and correct and incorporates them herein.
SECTION 2. Findings Required by Health & Safety Code Section 33445. The City
Council hereby determines that:
(a) The Project is of benefit to the Project Area as there are inadequate public facilities
within the Project Area and the purchase of the "Leasehold Interests" to construct a
public library will provide those needed public facilities; and
(b) No other reasonable means of financing the purchase of the "Leasehold Interests" are
available to the community as the City is using its funds to undertake other public
improvements throughout the City; and
(c) That the payment of funds for the Project will assist in the elimination of blighting
conditions inside the Redevelopment Project Area by providing for adequate parcels
and required public improvements to induce new construction and/or rehabilitation by
private enterprise; promoting the comprehensive planning, redesign, replanning,
reconstruction and/or rehabilitation in such a manner as to achieve a higher and better
utilization of the land within the project area, and assisting in attracting new
businesses and residential developments to the area; and
(d) The use of Agency funds for the acquisition is consistent with the Agency's adopted
implementation plan per Health and Safety Code Section 33490.
SECTION 3. City Consent. The City Council consents to the Agency's request to pay
$160,000 for the "Leasehold Interests" to permit the construction of a public library.
SECTION 4. Effective Date. This Resolution shall take effect from and after its date of
passage; approval and adoption.
SECTION 5. Certification. The City Clerk shall certify to the adoption of this
Resolution.
PASSED, APPROVED AND ADOPTED this 14th day of July, 2009.
ATTEST:
CITY CLERK
5
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
CITY OF SANTA CLARITA )
I, Sharon L. Dawson, MMC, City Clerk of the City of Santa Clarita, do hereby certify that
the foregoing Resolution was duly adopted by the City Council of the City of Santa Clarita at a
regular meeting thereof, held on the day of July, 2009, by the following vote:
AYES: COUNCILMEMBERS:
NOES: COUNCILMEMBERS:
ABSENT: COUNCILMEMBERS:
CITY CLERK
M40
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
CITY OF SANTA CLARITA )
CERTIFICATION OF
CITY COUNCIL RESOLUTION
I, Sharon L. Dawson, City Clerk of the City of Santa Clarita, do hereby certify that this is a true
and correct copy of the original Resolution No. 09-, adopted by the City Council of the City
of Santa Clarita, California on July 14, 2009, which is now on file in my office.
Witness my hand and seal of the City of Santa Clarita, California, this _ day of
, 20_
Sharon L. Dawson, MMC
City Clerk
By
Susan Caputo, CMC
Deputy City Clerk
M
RESOLUTION NO. RDA 09-
A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF
SANTA CLARITA, CALIFORNIA, MAKING THE FINDINGS REQUIRED BY
SECTION 33445 OF THE CALIFORNIA REDEVELOPMENT LAW AND DETERMINING
THAT THE PROVISION OF PUBLIC IMPROVEMENTS FROM THE PURCHASE OF
THE LEASEHOLD INTERESTS AND THOSE CERTAIN IMPROVEMENTS PERTAINING
TO THE REALTY LOCATED AT 24535 MAIN STREET FOR THE CONSTRUCTION OF A
PUBLIC LIBRARY IS OF BENEFIT TO THE NEWHALL REDEVELOPMENT PROJECT
AREA
WHEREAS, the Redevelopment Agency of the City of Santa Clarita (the "Agency") is a
public body, corporate and politic, duly established and authorized to transact business and
exercise powers under and pursuant to the provisions of the Community Redevelopment Law of
the State of California, constituting Part 1 of Division 24 of the Health and Safety Code of the
State of California (the "Law"), including the power to expend funds for public improvements for
the benefit of the Newhall Redevelopment Project Area ("Project Area"); and
WHEREAS, the City of Santa Clarita ("City") is the legislative body for the community
in which the Project Area is located and pursuant to Health & Safety Code Section 33445 is
required to consent to payments to be made by its Agency for the acquisition of the leasehold
interests, those certain improvements pertaining to the realty, loss of goodwill and all other
damages and costs associated with the relocation of the Carquest Auto Parts business located at
24535 Main Street ("Leasehold Interests") for the installation of public improvements; and
WHEREAS, the Downtown Newhall Specific Plan adopted on December 22, 2005,
provides for the funding of public improvements within the Project Area; and
WHEREAS, the provision of public improvements is consistent with the Redevelopment
Agency's Five -Year Implementation Plan in that the purchase of the "Leasehold Interests" for the
construction of a public library ("Project") is also identified in the Downtown Newhall Specific
Plan as a goal and objective; and
WHEREAS, the Agency desires to purchase the "Leasehold Interests" for the Project with
$160,000 of Agency funds as presently the City does not have funds available for this project;
and
WHEREAS, there are appropriate facts supporting the findings required by Health &
Safety Code Section 33445 for the City Council to consent to the Agency's expenditure of funds
for the purchase of the "Leasehold Interests" for public improvements provided by the Project.
NOW, THEREFORE, the Redevelopment Agency of the City of Santa Clarita, California
does hereby resolve as follows:
SECTION 1. Recitals. The Agency Board finds and declares that the above recitals are
true and correct and incorporates them herein.
SECTION 2. Findings Required by Health & Safety Code Section 33445. The Agency
hereby determines that:
a) The Project is of benefit to the Project Area as there are inadequate public facilities
within the Project Area and the purchase of the "Leasehold Interests" to construct a
public library will provide those needed public facilities; and
b) No other reasonable means of financing the purchase of the property are available to
the community as the City is using its funds to undertake other public improvements
throughout the City; and
c) That the payment of funds for the Project will assist in the elimination of blighting
conditions inside the Redevelopment Project Area by providing for adequate parcels
and required public improvements to induce new construction and/or rehabilitation by
private enterprise; promoting the comprehensive planning, redesign, replanning,
reconstruction and/or rehabilitation in such a manner as to achieve a higher and better
utilization of the land within the project area, and assisting in attracting new
businesses and residential developments to the area; and
d) The use of Agency funds for the acquisition is consistent with the Agency's adopted
implementation plan per Health and Safety Code section 33490.
SECTION 3. Agency Request for use of Funds. The Agency requests the City Council's
consent for the Agency to use its funds to pay $160,000 for the "Leasehold Interests" to permit
the construction of a public library.
SECTION 4. Effective Date. This Resolution shall take effect from and after its date of
passage; approval and adoption.
SECTION 5. Certification. The Agency Secretary shall certify to the adoption of this
Resolution.
PASSED, APPROVED AND ADOPTED this 14th day of July, 2009.
ATTEST:
SECRETARY
M
CHAIR
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
CITY OF SANTA CLARITA )
I, Sharon L. Dawson, MMC, Secretary of the City of Santa Clarita Redevelopment
Agency, do hereby certify that the foregoing Resolution was duly adopted by the Redevelopment
Agency of the City of Santa Clarita at a regular meeting thereof, held on the 14th day of
July, 2009, by the following vote:
AYES: AGENCY MEMBERS:
NOES: AGENCY MEMBERS:
ABSENT: AGENCY MEMBERS:
3
SECRETARY
/o
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
CITY OF SANTA CLARITA )
CERTIFICATION OF
REDEVELOPMENT AGENCY RESOLUTION
I, Sharon L. Dawson, Secretary of the City of Santa Clarita Redevelopment Agency, do hereby
certify that this is a true and correct copy of the original Resolution No. RDA 09-, adopted by
the Redevelopment Agency of the City of Santa Clarita, California on July 14, 2009, which is
now on file in my office.
Witness my hand and seal of the Redevelopment Agency of the City of Santa Clarita, California,
this day of 520.
Sharon L. Dawson, MMC
Secretary
By
Susan Caputo, CMC
Deputy Secretary
2
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SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release ("Agreement") is made by and
between
(TENANT) and REDEVELOPMENT AGENCY OF
THE CITY OF SANTA CLARITA ("AGENCY") (hereinafter, TENANT and
AGENCY shall collectively be referred to as the "Parties"). e _
RECITALS
This Agreement is made with respect_.�o the following facts that are
acknowledged as true and correct by the Parties:
WHEREAS, on or about November 1,�T990,1] g A`,Auto Parts;, -Inc. entered
into a lease ("Lease") with William Clark in regard to certain real property
interests ("Leasehold Interests") located at -24535 NI" San Fernando Road,
Newhall, California (they ---"Property"), which Lease was extended through 2012
pursuant to the A- endmenf and Extension of Lease between General Parts, Inc.
and William Clark date'April';2;-200,7;,
WHEREAS', --t&- onstruct, a public library and all uses appurtenant thereto
as part -of the Downtown Newhall Specific Plan ("Project")-, AGENCY acquired fee
title to the Property pursuant to a Purchase and Sale agreement dated
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October 31, 2007, which acquisition was made subject to the Lease;
WHEREAS, AGENCY filed a complaint in eminent domain entitled Santa
Clarita Redevelopment Agency v. General Parts, Inc. dba Carquest Auto Parts,
LASC Case No. BC 407980 ("Eminent Domain Action") to acquire TENANT's
leasehold interest in the Property and certain improvements pertaining to the
realty attached hereto as Exhibit "A" ("Improvements"); and
LA #4846-9277-5939 vl ]
WHEREAS, General Parts, Inc. is the entity that currently owns the
leasehold interest in the Property and the Improvements; and `
WHEREAS, TENANT has found a relocation site for its business ("New
Location");
NOW, THEREFORE, to fully and completely settle TENANT's claim's
against AGENCY in regard to the AGENCY's acquisitionRof TENANT's interests
in, and TENANT's relocation from, the Property,T d ` N&, onsideration of the
promises, covenants and representations contained herein, nod for good and
valuable consideration, the receipt and adequacy of whichr�,is hereby
acknowledged by and between the Parties, the Parties agree as follows:
1. NO ADMISSION OF LIABILITY
This Agreement is a comprornise�:-and-. is not intended to be, nor
shall it be construed, as, an admission of liability by any party to any other party.
.: h .1l
2. VACATION OF PROPERTY,REMEDIES
4—T NE ANT agreestat; =on or before August 31, 2009, it will
surrd'.0er possessiow of the 'Property to AGENCY free of all occupants and
claims tovsoccupancy by';TiENANT. The actual date on which TENANT has, to
AGENCY's satisfdction completed the obligations set forth in this Section shall
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be referred to in this Agreement as the "Vacation Date."
Unless such failure is caused by matters beyond TENANT's
control, should TENANT fail to vacate the Property, then AGENCY shall
thereafter be entitled, without objection by TENANT, to apply in the Eminent
Domain Action for an Order Granting Writ of Assistance and issuance of a Writ of
LA #4846-9277-5939 v1
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Assistance, which shall authorize the immediate ejectment and removal of
TENANT from the Property. TENANT will be responsible for any and all
attorneys' fees and costs incurred by AGENCY in its reasonable and successful
attempts to remove TENANT from the Property after August 31, 2009.
AGENCY will not be responsible for any fixtures, machinery,
equipment, inventory or items of personal property that '=remain following
TENANT's voluntary or involuntary surrender of its possession of the Property.
Any fixtures, machinery, equipment, inventory or, items of personal property
remaining on the Property following TENANT}s,,surrend�er of its possession of the
Property or after TENANT's removal from the 'P, roperty by AGENCY or by the
levying officer will be deemed abandoned, and may be«removed and/or disposed
of in any manner that AGENCY, or itslagent,sees fit,,
3. HOLDWER-RENT
Starting�the day4following August 31, 2009 and every day thereafter
in whichTENAfVT-remainsIn occupancy of the Property, TENANT will be liable
to AGENCY at the rateof TenTjhousand Dollars ($10,000) per month, or Three
Hundred Twenty Nine Dollars ($329.00) per day for any partial month, until the
- t;
date the Property is vacated pursuant to Section 2 of this Agreement, and shall
be subject to all the -terms and conditions as contained in the Lease.
TENANT's Initials AGENCY's Initials
4. PAYMENT
AGENCY shall pay TENANT the total sum of ONE HUNDRED
SIXTY THOUSAND DOLLARS ($160,000.00) (hereinafter, the "Payment"). The
LA #4846-9277-5939 vl
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Payment shall be made out to "
and delivered to
following the Vacation Date.
5. WAIVER AND RELEASE
M
within 15 days
The Payment represents full payment and just compensation for
Al
the taking of TENANT's interests in the Property and for, aall"'damages of every
kind and nature suffered, or claimed to be sufferedrby reason of the AGENCY's
acquisition of TENANT's interests in the Property,*and the Improvements, and
construction of the Project for which the, interests. in the Propiqrty and the
1
Improvements are being acquired. In exchange for the Payment, TENANT, on
behalf of itself and its successors
voluntarily waive, release and disch
s, shall be deemed to knowingly and
liability or responsibility
'71.')
for or related to any right TENANT has,`has had, or may in the future have to any
claim for additional- compensation or damages or liability of any kind, whether
known or,unknovvn,_foreseen or nforeseen, relating in any way to or arising out
of: [i] AGENCY's acquisition .6f�the Property, and/or [ii] any damage to the
remaindeFincurred as ai,result of AGENCY's acquisition of TENANT's interests in
the Property and the Improvements and/or construction of the Project for which
the interests in Prop°erty and the Improvements are being acquired.
In that regard, TENANT, on behalf of itself and its successors and
assigns, knowingly and voluntarily and specifically waives and releases
AGENCY, and any and all of AGENCY's employees, agents, officers, servants,
representatives, contractors, attorneys and assigns, from liability as to the
LA #4846-9277-5939 v
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following: precondemnation damages; severance damages; leasehold bonus
value; relocation assistance and compensation under applicable provisions of,
inter alis, the Uniform Relocation Assistance and Real Property Acquisition
Policies Act (42 U.S.C. §§ 4601 et seq.), California's Relocation Assistance Act
(Gov. Code §§ 7260 et seq.), California regulations, federal regulations and
AGENCY relocation guidelines; compensation for lost business goodwill and/or
lost profits; lost rents; damage or loss of improvements pertaining to the realty,
machinery, fixtures, inventory, equipment and5personal property; any rights
arising under Code of Civil Procedures sections 1245.245 and 12637.615 and
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1263.025; interest; and attorney's fees, expert"fees or any litigation expenses
and/or costs.
WAIVER OF CODE OF'CIVIL-PROCEDURE X1542
With res ct?toeach of the release`s' set forth in this Agreement,
TENANT acknowledges, tha�f4,,Jt is familiar With the provisions of California Civil
Code Secti'6Q.542, which—is expressly understood by each party hereto to
provide as follows:
"CERTAIN [,CLAIMS NOT AFFECTED BY GENERAL
RELEASE P A general release does not extend to claims
which the ► CREDITOR DOES NOT KNOW OR SUSPECT
TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM
OR HER MUST HAVE MATERIALLY AFFECTED HIS OR
HER SETTLEMENT WITH THE DEBTOR."
TENANT being aware of Section 1542 hereby expressly waives any and all rights
it may have thereunder, as well as under any other statute or common law
principles of similar effect.
LA #4846-9277-5939 v 1 5 16
I HAVE READ AND UNDERSTOOD THE FOREGOING WAIVER OF RIGHTS
UNDER CIVIL CODE SECTION 1542.
TENANT Initials
7. RIGHT OF ENTRY
TENANT hereby grants permission toy AGENCY and/or its
employees, contractors, agents and assigns, to entef=uj�on the Property for the
purpose of determining the presence of hazard"o_us "materialsnd for any other
pre -demolition coordination activities that. -may be necessary thereto,provided
that such entry into the Property shall be preceded by twenty (24) hours written
Notice of Intent to Enter delivered to TENANT, and AGENCY shall not
commence demolition or removal oQ,lmproments prior to the Vacation Date.
The right of entry permission granted ,' rein shalllcontinue in effect until the
Vacation Date. " AGENCY shall indemnify, defend and hold the TENANT
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harmless from, -and against --any 7damages, liabilities, judgments, claims,
expenses, and penalties resultingfrom AGENCY's use of this right of entry by
�° igen
AGENCY;and its agents contractors, and employees.
8. 'IN0.OTHER OCCUPANTS
TENANT warrants that, excepting any leaseholds related to outdoor
advertising structures, TENANT is the only occupant of the Property, and there
are no claims to occupancy or possession of the Property by any other lessee,
occupant or other third party. Likewise, TENANT agrees not to assign, transfer
or sell to any third party any right, title or interest TENANT has in the Property. In
the event that after the Vacation Date, AGENCY is required to take action, legal
LA #14846-9277-5939 v 1 6
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or otherwise, to remove any lessee, occupant or third party from the Property
(excepting leaseholds related to outdoor advertising structures), any and all
attorneys' fees and costs incurred by AGENCY as a result of such action may be
sought from TENANT by AGENCY.
9. COURT ACTION
AGENCY agrees to dismiss TENANT from 'the- Eminent Domain
Action, and further agrees that the court shall retain: jurisdiction of the Parties in
regard to the Eminent Domain Action after such
dismissal pursuant to Code of
Civil Procedure section 664.6 to enforce thperms o,1 this Agreerrient='including,
but not limited to, AGENCY's right as stated ffi!4 action 2 of this Agreement to
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obtain and have issued a Writ of Assistance.
10. ENTIRE AGREEMENTI"
This Agrem n contains the entire agreement and understanding
among the Partiesi-51heretoand supersedes and replaces all other prior
iv
negotiations"; proposed agreements nod agreement, written and oral. The
.,
Parties further declare. and Iepresent that no promise, representation or
agreement not herein expressed has been made.
t,
11. CONSULTATION WITH LEGAL COUNSEL
All Parties to this Agreement represent that each has consulted
with independent legal counsel and each has secured independent advice
concerning every aspect of this Agreement and the rights and liabilities each is
hereby relinquishing.
12. REMEDIES
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AGENCY or TENANT may pursue any and all available legal
and/or equitable remedies to enforce the terms and conditions of this Agreement
including, but not limited to, an action for specific performance. In the event of a
breach, any forbearance on the part of any party to enforce the terms and
provisions hereof shall not be deemed a waiver of enforcement rights regarding
any subsequent breach.
13. ATTORNEYS FEES AND COSTS
Except as otherwise set forth in�.this Agreement, °each party hereto
shall bear their own respective legal fees-, expert fees -and litigati r costs arising
out of any and all claims which have been settled by the terms of this Agreement.
t..
In the event an action or proceeding jis brought to enforce the terms of this
�
Agreement, the prevailing party shall be entitled=�to,.recover costs and attorneys'
fees for that action.--
14.
ction.-14. AMENDMENTS'
• 7
Noamendment, modification, waiver or termination of this
Agreement shall be bihding unles"s"executed in writing by the Parties to be bound
thereby.
15.
The Parties agree that this Agreement was jointly prepared through
negotiations of the Parties and the provisions of the Agreement are not to be
strictly or liberally construed for or against any of the Parties.
16. AUTHORITY
LA #4846-9277-5939 v1 8
The Parties represent and warrant that they have not assigned to
any other entity, and have the authority to enter into, release and waive, all of the
matters, rights and claims as set forth in this Agreement.
17. COUNTERPARTS AND FACSIMILE SIGNATURES
The Parties agree that this Agreement may be executed in
counterpart and that each fully executed copy of the�Agreement shall have the
a
r
same binding force and effect as an original. .The Parties further agree that
facsimile signatures shall have the same force and effect as original signatures.
18. NOTICES
All notice or other communications requed or permitted hereunder
shall be in writing,and shall be ersonall k delivered or sent b registered or
P Y ,� � Y 9�
certified mail, postage -prepaid, return receipt requested, delivered or sent by
_� `-=:
telex, telecopy di overnight courier and shall be deemed received upon the
earlier of (i)Afwpersonally--delivered��the date of delivery to the address of the
'*.
person to receive such :notice; ; if mailed, three (3) business days after the date
of posting by the United States' Post Office, (iii) if sent by overnight courier, when
delivered to the specifi id?address, or (iv) if given by telex or telecopy, when sent.
Any notice, request, demand, direction or other communication sent by telex or
telecopy must be confirmed within forty-eight (48) hours by letter mailed or
delivered in accordance with the foregoing.
To AGENCY: Armine Chaparyan
Barbara Blankenship
City of Santa Clarita
23920 Valencia Blvd., Suite 300
LA #4846-9277-5939 vl 9 0
Santa Clarita, CA 91355-2196
(661) 284-1431 fax
With a copy to: Carl K. Newton, Esq.
Alan A. Sozio, Esq.
Burke, Williams & Sorensen, LLP
444 S. Flower Street, 24th Floor
Los Angeles, CA 90071
(213) 236-2700 fax
To TENANT: Richard Guirlinger
Vice President, Strategic P,lann
General Parts, Inc. dba,GARQ�
2635 E. Millbrook Road'''
Raleigh, North Carolina -,27604
(919) 573-3560 fax
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Tim Pfeiffer
Field Dirrectc
General Ri
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408 Inverne
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LA #4846-9277-5939 vl
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t & Analysis
ST Auto Parts
New Store Development
Inn_ "
STXuto. Parts
s Lane-
1, 56082
fax
V James A. Germann
°Vice President, Real Estate
General Parts, Inc./Auto Parts Wholesale
`0� 440`1 Atlantic Avenue
Raleigh, NC 27604
(919) 573-3557 fax
10
IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed on the
day and year mentioned hereunder.
0
Title:
Dated:
("TENANT"):
A
By: _
Title:
Dated:
("TENANT"T'
if
SANTA CLARITA REDEVELOPMENT AGENCY ("AGENCY"):
By:
Title:
Dated:
ATTEST:
By:
Title:
Dated:
LA #4846-9277-5939 v1 11
EXHIBIT "A"
LIST OF IMPROVEMENTS TO BE ACQUIRED
LA #4846-9277-5939 v) 12
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LA #4846-9277-5939 v) 12