Washington-Adams/Settlement Agreement 98SETTLEMENT AGREEMENT AND MUTUAL RELEASE
THIS SETTLEMENT AGREEMENT AND�;MVTUAL RELEASE ("Agreement") is made
and entered into as of this I day of C�_Y 1998, by and between the LA QUINTA
REDEVELOPMENT AGENCY, a public body corporate and politic (the "Agency") and
WASHINGTON/ADAMS, G.P., a California limited partnership (the "Participant").
DEFINITIONS
RECITALS
A. Whereas, the Agency is a redevelopment agency organized and existing under the
California Community Redevelopment Law (Heath and Safety Code Section 33000 et seq.). The
Agency exercises redevelopment functions pursuant to the Redevelopment Plan for Project Area No.
2; and
B. Whereas, the Agency and the Participant have entered into that Owner Participation
Agreement dated as of March 5, 1991 (the "Agreement"). The Agreement is on file with the Agency
as a public record and is incorporated herein by reference. The Agreement provides for the
development of a retail shopping center on the Site (as defined in the Agreement), and requires the
Participant to construct certain onsite and offsite public improvements related to such retail shopping
center and for the Agency to reimburse the Participant for a certain amount of the cost of offsite
public improvements; and
C. Whereas, due to changed circumstances beyond the control of either party, the
Participant has been unable to perform the development of the Site according to the time schedule
and the uses originally performed; and
D. Whereas, the Agency offered to complete a portion of the outstanding offsite
improvements that were originally an obligation of the Participant in return for reimbursement of
certain costs; and
E. Whereas, those improvements have been completed and both parties seek to
specifically find that with payment of the reimbursement set forth herein that performance under the
Agreement have been adequately satisfied by both parties.
NOW, THEREFORE, in consideration of the above recitals and the covenants
hereinafter contained, and''for good and valuable consideration, the sufficiency and receipt of which
is hereby acknowledged, the parties hereto agree as follows:
l . Participant agrees to pay to Agency the amount of Three Hundred and Four Thousand
Four Hundred Sixty-five, Dollars and Thirty-seven cents ($304,465.37) in final payment for the
Agency completion of of�site improvements.
2. Mutual Releases. In consideration of terms and agreements contained herein, all
parties to this Agreement hereby release each other, their divisions and subdivisions, their
employees, officers (including, but not limited to, the Agency Board), agents, officials, successors
and attorneys, and any heirs, executors, administrators, successors or assigns thereof, from any and
all claims, demands, actions or causes of action, obligations, liabilities, indebtedness, breaches of
contract, breaches of duty, claims for equitable relief, suits, liens, losses, costs or expenses, of any
nature whatsoever, known or unknown, fixed or contingent, which are related to or which arise under
or in connection with, any claim arising out of, based upon or relating to the performance of the
Agreement. Further, with the exception of any actions brought to enforce the terms of this
Agreement, each shall not, nor shall any individual associated with those parties, represent,
participate or advise any individual or entity with respect to. initiating any challenge, claim or lawsuit
related to or arising out of the Agreement.
3. Waiver of Civil Code Section 1542. By releasing and forever discharging claims both
known and unknown which are related to, or which arise under, or in connection with, the
Agreement the parties to this Agreement expressly WAIVE any rights under 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, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR.
By initialing below, each party acknowledges that the party has read the above waiver, understands
its effect, has been advised by counsel regarding its effect, and agrees to it with the advice of
counsel.
INITIALS
LA QUINTA REDEVELOPMENT AGENCY
WASHING N/ADAMS,
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4. Representations and Warranties by Parties. Each party to this Agreement represents
and warrants to each of the other parties hereto that:
(a) Such party has the power and capacity to enter into this Agreement;
(b) Such party lacks actual knowledge of any agreement, obligation or law that
would be violated by such, party's entry into this Agreement;
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(c) Such parry lacks actual knowledge of any agreement, obligation, pending
litigation or asserted claim that would materially affect such parry's obligation to enter into this
Agreement or to perform its obligations under this Agreement;
(d) Such party has been represented by counsel of his/its own choosing in the
negotiation and drafting of this Agreement; and
(e) Such parry acknowledges and agrees that he/it entered into this Agreement
based upon his/its own investigation, knowledge and voluntary assumption of all of the risks
associated with the transactions contemplated hereby.
5. Representations and Warranties by Signatories. Each signatory to this Agreement
represents and warrants to! each of the parties hereto that:
(a) The signatory has actual authority to execute this Agreement on behalf of the
party for which the signatory has signed;
(b) The signatory has carefully read this Agreement in its entirety, and
(c) The signatory is duly authorized to execute and deliver this Agreement on
behalf of said party for whom the signatory signed.
6. Conditions'to Effectiveness. This Agreement, even if signed, shall not be effective
unless and until all of the following actions are taken:
(a) Approval of this Agreement by the Board of the Agency on behalf of the
Agency; and
(b) Execution of this Agreement by all parties and the initialing by all parties of
the waiver of rights under Civil Code Section 1542 contained in Section 18 above.
7. Applicable Law. The parties hereby agree that this Agreement is made, executed
and entered into, and is intended to be performed within, the State of California, and is to be
governed by the laws of the State of California.
8. Additional Documents and Instruments. Each of the parties hereto agrees to execute
and deliver to each of the other parties hereto all additional documents, instruments and agreements
required, and to take such additional actions as are required to implement the terms and conditions
of this Agreement.
9. Inadmissibility of Agreement. In the event this Agreement falls to become effective
or ceases to be effective for any reason, then, notwithstanding anything to the contrary in Evidence
Code Section II 52 and 1600, neither this Agreement nor any prior drafts or negotiations with
respect to this Agreement shall be admissible as evidence in any proceeding or litigation for any
purpose, except to prove the terms of this Agreement.
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10. Attorneys' ��. If any party to this Agreement is required to initiate or defend, or
is made a party to, any action or proceeding in any way connected with this Agreement, that party
shall, upon prevailing in the final judgment in such action or proceeding, be entitled to reasonable
attorneys' fees in addition to any other relief which may be granted. Attorneys' fees shall include
reasonable costs for investigating such action, conducting discovery, expert witnesses, appeals and
all other fees and costs which are incurred in such Litigation.
11. Inte rag tion,. This Agreement contains the entire agreement between the parties
concerning the subject matter herein, and supersedes, terminates, cancels and replaces any and all
previous negotiations and agreements between the parties, whether oral or written, concerns the
Litigation and redevelopment issues in the Project Area.
12. Amendment. This Agreement may be amended at any time by an instrument in
writing with the consent of the parties to this Agreement.
13. Modification and Termination. If, after this Agreement is executed, the State of
California or the Federal Glovernment enacts laws or policies in conflict with all or any portion of
this Agreement, the parties may mutually agree to excuse performance of all or any portion of this
Agreement by La Quinta.
14. Severabiliji . In the event any section or portion of this Agreement shall be held,
found or determined to be void, unenforceable or invalid for any reason whatsoever, the remaining
provisions shall remain in�effect if to do so would not deprive any party to this Agreement of the
benefit of the Agreement, The parties hereto shall take further actions as may be reasonably
necessary and available to them to effectuate the intent of the parties as to all provisions set forth
in this Agreement.
15. Default. Fxcept to the extent required by law or otherwise permitted by this
Agreement, failure or delay by any party to perform any obligation imposed by this Agreement
constitutes a default under this Agreement. Prior to a failure or delay being deemed a default
hereunder, or the period',to cure, correct or remedy being deemed to have commenced, the
nondefaulting party shall served the defaulting party with notice of default. Upon receipt of notice
of default, the party who so fails or delays to perform must immediately commence to cure, correct
or remedy such failure or delay, and shall complete such cure, correction or remedy within thirty
(30) days. For such defaults or delays that cannot be cured, corrected or remedied within thirty (30)
days, the defaulting or delaying party shall commence to cure, correct or remedy the failure or delay
within thirty (30) days and shall diligently prosecute such cure, correction or remedy to completion
within a reasonable period of time after commencement. If the failure or delay is not cured,
corrected or remedied within the required period of time, the defaulting party shall be liable for any
damages caused by such default and the nondefaulting party may thereafter commence an action
for damages with respect to such default or for specific performance of this Agreement.
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16. Notices. All notices required by this Agreement or by law shall be in writing and
delivered by personal delivery, by United States mail, prepaid, certified, return receipt requested,
or by a reputable document delivery service that provides a receipt showing date and time of
delivery. Notices personally delivered or delivered by document delivery shall be effective upon
receipt. Notices sent by United States mail shall be effective on the second business day following
deposit.
Notices shall be addressed to:
If to the Agency: City of La Quinta Redevelopment Agency
78-495 Calle Tampico
La Quinta, Ca 92253
If to the Participant: Michael J. Shovlin
71-084 Tamarisk Lane
Rancho Mirage, CA 92270
17. Counterpaos. This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original instrument.
Dated:
LA QUINTA REDEVELOPMENT AGENCY
1998
THOMAS P. GENOVESE, Executive Director
Dated: 7 ',1998
WASHINGTON/ADAMS, G.P.
WASHINGTON PLAZA ASSOCIATES
By: �--f
MiMAEL JSHOVLIN
Its: MANAGING GENERAL PARTNER