HomeMy Public PortalAbout09 September 20, 1994 Special CommissionRIVERSIDE COUNTY TRANSPORTATION CONIl1-IISSION
SPECIAL MEETING
1:00 P.M.
TUESDAY, SEPTEMBER 20, 1994
COUNTY OF RIVERSIDE
BOARD OF SUPERVISORS' CONFERENCE ROOM
14TH FLOOR, 4080 LEMON STREET, RIVERSIDE
1. CALL TO ORDER.
2. PUBLIC COMMENTS.
3. CLOSED SESSION.
o CONFERENCE WITH LEGAL COUNSEL, PURSUANT TO SECTION
54956.8 - REAL PROPERTY NEGOTIATION - RIVERSIDE COUNTY
TRANSPORTATION COMMISSION AND RIVERSIDE COMMUNITY
COLLEGE.
4. ADJOURNMENT.
THE NEXT MEETING OF THE RIVERSIDE COUNTY TRANSPORTATION
COMMISSION IS SCHEDULED TO BE HELD ON WEDNESDAY, OCTOBER 12,
1994, 2:00 P.M. AT THE SUNLINE TRANSIT AGENCY, 32-505 HARRY OLIVER
TRAIL, THOUSAND PALMS 92276.
BEST, BEST & KRIEGER
ARTHUR L. LITTLEWORTH•
OLEN E. STEPHENS•
WILLIAM R. D[WOLFE•
BARTON C. OAUT•
PAUL T. SELZER•
DALLAS HOLMES•
CHRISTOPHER L. CARPENTER*
RICHARD T. ANDERSON•
JOHN O. WAHLIN•
MICHAEL D. HARRIS•
W. CURT EALY•
JOHN E. BROWN*
MICMAEL T. RIDDELL•
MEREDITH A. JURY.
MICMAEL GRANT.
FRANCIS J. BAUM•
ANNE T. THOMAS•
D. MARTIN NETHERY•
GEORGE M.
WILLIAM W. FLOYD. JR.
GREGORY L. MARDKE
KENDALL H. MACVEY
CLARK H. ALSOP
DAVID J. ERWIN•
MICMAEL J. ANDELSON•
DOUGLAS S. PHILLIPS•
ANTONIA GRAPHOS
GREGORY K. WILKINSON
ON
A PARTNEMONSA INCLHM•Y PROP[1.IONA1. CORPORATION.
LAWYERS
WYNNE S. FURTH
GENE TANAKA
BASIL T. CAAPMAN
TIMOTHY M. CONNOR
VICTOR L. WOLF
DANIEL E. OLIVIER
HOWARD B. GOLDS
STEPHEN P. DEITSCH
MARC E. EM MY
JOHN R. ROTTSCHAEFER
MARTIN A. MUELLER
J. MICMAEL SUMMEROUR
VICTORIA N. KING
SCOTT C. SMITH
JACK B. CLARKE. JR.
BRIAN M. LEWIS
BRADLEY E. NEUFELD
SHARYL WALKER
M.
MATT H. MORRIS
V. DUNN
STEVEN C. DKBAUN
ERIC L. OARNER
DENNIS M. COTA
PATRICK H.W.F. PEARCE
JEANNETTE A. PETERSON
WILLIAM D. DAHLING. JR.
ROBERT W. HARGREAVES
HAND DELIVERY
JANICE L. WEIS
KIRK W. SMITH
JASON O. DABAREINER
KYLE A. SNOW
MARK A. EASTER
DIANE L. FINLEY
MICHELLE OUELLETTE
DAVID P. PHIPPEN. SR.
SUSAN C. NAUSS
BERNIE L. WILLIAMSON
KEVIN K. RANDOLPH
JAMES B. GILPIN
MARSHALL S. RUDOLPH
KIM A. STREWS
CYNTHIA M. GERMANO
MARY E. OILSTRAP
GLENN P. SABINE
DIANE C. BLASDEL
DOROTHY I. ANDERSON
O. HENRY WELLES
JAMES R. HARPER
DINA O. HARRIS
BARBARA R. BARON
RICHARD T. EGGER
PATRICK D. DOLAN
DEAN R. DERLETH
HELENE P. DREYER
EMILY P. HEMPHILL
008696
SONIA RUBIO CARVALMO
JOHN O. PINKNEY
DEARING D. ENGLISH
THEODORE J. GRISWOLD
JULIANN ANDERSON
JEFFREY R. THORPE
LORA H. WILSON
PATRICIA BYARS CISNEROS
JACQUELINE E. BAILEY
MARK D. BECKER
D. ANTHONY RODRIGUEZ
SUSAN E. DUMOUCHEL
JENNIFER OLSON DOLAN
ALEXANDRA F. LOPEZ
JULIE ROBERTS FUROERSON
RAYMOND BEST OBBB-I0157)
JAMES H. KRIEGER (I1:113-I075)
EUGENE BEST (I1183-I84I)
September 12, 1994
Mr. Jack Reagan
Executive Director
Riverside County Transportation
Commission
3560 University Avenue, Ste. 100
Riverside, CA 92501
Re: Ferguson Property Settlement Agreement
Dear Jack:
400 MISSION SOUARE
3760 UNIVERSITY AVENUE
POST OFFICE BOX 1028
RIVERSIDE. CALIFORNIA 02502-1028
TELEPHONE (POP) 666-1460
TELECOPIERS
MOO) 606-3003 062-4612
OF COUNSEL
JAMES B. CORISON
C. MICMAEL COWETT
BRUCE W. BEACH
ARLENE PRATER
JOHN C. TOWN
OFFICES IN
PALM SPRINGS (GIB) 326-721114
RANCHO MIRAGE IBM 51311-2811
ONTARIO (COG) GBG-05114
SAN DIEGO (GIG) OGO-1333
On Wednesday of last week, I provided you with a copy of
a proposed Settlement Agreement for the Ferguson matter. Enclosed
is a redline revision of that Agreement based upon comments
received from the Clifford Companies, its principle,
Prescott/Riverside limited partnership, and the attorney, Jim
Friedman.
I
substantive.
successor to
partnership,
don't believe that any of these changes are
We do have a helpful clarification regarding the
Ferguson -- Prescott/Riverside, a California limited
with the Clifford Companies acting as its agent.
After you have had an opportunity to review this, please
let me know if you have any questions or suggestions concerning it.
Chicago Title has reviewed the enclosures to the Settlement
Agreement and indicates that these are acceptable as evidence of
the status of Prescott/Riverside as the successor to Ferguson.
I am awaiting receipt of legible copies of the exhibits.
As soon as I receive those, unless I hear otherwise from you, I
will forward three execution copies of the proposed Settlement
Agreement for execution by you on behalf of ROTC. Ultimately,
LAW OFFICES OF
BEST, BEST & KRIEGER
Mr. Jack Reagan
Riverside County Transportation
Commission
September 12, 1994
Page 2
RCTC, Prescott/Riverside and Chicago Title will each want to retain
one fully executed original.
ours
ichael/Grant
of Best, Best & Krieger
Counsel, Riverside County
Transportation Commission
MG/ksh231867
Enclosure
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
THIS SETTLEMENT AND MUTUAL RELEASE
("Agreement") is executed as of this day of
an by and between the RIVERSIDE COUNTY TRANSPORTATION
a political subdivision of the State of California_ (
nem..:.
....................
....................
abit '�+:>atieclerets Baas f�rmsr3 Know
ersResd>>>......z.a `:a:tetners:...._.
c CLIFF° COPiPANI8 a eor oration
and is made with reference to the following facts:
RECITALS
AGREEMENT
, 1994, by
COMMISSION,
"ROTC") and
A. On July 31, 1991, RCTC acquired from Ferguson
PartnerofR amide, a Califernia limited paetncrship (°Ferguoon")
certain real property located in the City of Riverside, California
(the "Property"). The Property was purchased through Escrow No.
75024-22 (the "Escrow") with the Riverside County, California
office of Chicago Title Company ("Escrow Holder").
B. Escrow instructions for the sale of the Property
provided that certain funds in the original amount of Five Hundred
Forty -Six Thousand Twenty Five Dollars ($546,025.00) were to remain
in escrow until certain public streets within the Property were
vacated, such amount representing the value of the vacated streets.
Vacation of the streets has taken longer than anticipated and as of
the date of this Agreement has not yet been finalized by the City
of Riverside (the "City"). The parties have been advised that the
City will finalize the street vacation upon the relocation of
certain utilities located within Vista Drive.
C. Following close of escrow, RCTC became aware of
certain buried debris, including hazardous substances, located
within the Property. RCTC has incurred expenses in removing and
disposing of such debris and hazardous materials.
D. The parties desire by this Agreement to resolve ,
ccrtain disagreements which have arisen between them hlt
w*thout. • 144 #166. thoss regarding the timing of Area
vacations; liability for the cost of removal and disposal of debris
and hazardous substances within the Property, the cost of
relocating utilities within Vista Drive and the disbursement of
funds remaining in the Escrow. a I1 fOrd eomppnt haS acts,•
•
�t�ez�t ��� Fe�gt�san in negct�.�ttl,t�n�t With RCT� r+�latiz�� "�etxch
$agreemen
.................::::::.
THE PARTIES therefore agree as follows:
1. Disbursement of Funds. RCTC and
`04400 ;Clifford
hereby instruct Escrow Holder to disburse the retaining escrow
proceeds held by it as follows:
(a) To ROTC, the total sum of Ninety -Four Thousand
Two Hundred Seventy -One Dollars ($94,271.00), which amount
represents Eighty -Five Thousand Seven Hundred and Seventy -One
Dollars ($85,771.00) allocable to costs incurred by RCTC in
removing and disposing of debris and hazardous substances from the
Property; and Eight Thousand Five Hundred Dollars ($8,500.00) as
the estimated cost of relocating utilities within Vista Drive.
..................:«:..
(b) To Per qusvnClifford, the balance of all funds
remaining in escrow :b ': t ans �3�t . os .x g < r w .ring instrtl,ctions
confl rmatia> o !s
•fszmile :tasmis
ccdcnt to
{ii �..J 4/1 VG/1G/.Y vL Y//G ice//aM ri GG..+va i�/G.a YMv�G, VialaVai
RCTC and Eoerew Hel-eler evidenee reaeenahly satisfaetery to them of
gik3-z- General Release. In consideration of the mutual
general releases contained herein and for other good and valuable
consideration, the receipt and sufficiency of which is
acknowledged, the parties agree and generally release as follows:
(a) Except as to rights or claims which may be
created by this Agreement, each party releases and forever
discharges the other party from any and all claims, demands, and
causes of action cxiating a3 of the date of thi3 Agreement which
arise out of or are connected with or incidental to the dealings
between the parties prior to
P P ;of::::.:>�:::::...... gr, nt3uch date,
including (without limitation) any and—an..claims, demands and
causes of action relating to the Property, the Escrow, the debris
and hazardous materials and the removal and disposition thereof and
the vacation of Vista Drive and Charles Street.
(b) Each party specifically waives the benefit of
the provisions of Section 1542 of the California Civil Code, which
states:
"A general release does not extend to claims
which the creditor does not know nor 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."
.-r Representations and Warranties. Each of the parties
to this Agreement represents and warrants to the other party as
follows:
(a) Each party has received independent legal
advice with respect to the advisability of entering into the
settlement described herein and the meaning of California Civil
Code Section 1542.
MG231103
-2-
(b) No party (or any officer, agent, employee,
representative, or attorney of or for any party), has made any
fraudulent statement or representation or fraudulently failed to
make any statement or representation to the other party regarding
any fact relied upon in entering into this Agreement.
(c) Each party has made such investigation of the
facts pertaining to this Agreement in all matters described herein,
as it deems necessary.
(d) Each party has read this Agreement and
understands its contents. Each of the officers executing this
Agreement on behalf of such party is empowered to do so and to bind
its respective corporation.
(e) Neither party has assigned, transferred or
granted any of the claims, demands or causes of action disposed of
by this Agreement.
(f) The parties will execute such additional
documents as may be reasonable, convenient, necessary or desirable
to carry out the provisions of this Agreement, specifically
including any further instructions which may be required by Escrow
Holder.
.5: Settlement. This Agreement effects the settlement
of claims which are denied and contested and nothing contained
herein shall be construed as an admission by either party of any
liability of any kind to the other party.
56: California Law/Venue. This Agreement will be
construed and enforced in accordance with and governed by the laws
of the State of California. Any legal action between the parties
regarding the construction or enforcement of this Agreement will be
brought in the Superior Court of Riverside County, California.
Entire Agreement/Binding Effect. This Agreement is
the entire "agreement between the parties regarding the matters
described herein and supersedes any prior or contemporaneous oral
or written agreements and discussions. This Agreement may be
amended only in a written document signed by both parties. This
Agreement is binding upon and inures to the benefit of the parties,
their res ective "`'ad>' 'eset`>a ents em to ees officers,
directorsnccnstuent partnrsrs well as txe, successors and
assigns f ;al t<: b the foregoing.
7.4: Construction. Each party has cooperated in the
drafting and preparation of this Agreement. This Agreement shall
therefore not be construed against either party.
$ 9=- Attorneys' Fees. In the event of legal action
relating to this Agreement, the prevailing party shall be entitled
to its attorneys' fees and costs.
MG231103
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`r Counterparts. This Agreement may be executed
in counterparts and when each party has signed and delivered at
least one such counterpart, each counterpart will be deemed an
original and, when taken together with other signed counterparts,
shall constitute one agreement.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year set forth above.
MG231103 (9/12/94)
RIVERSIDE COUNTY TRANSPORTATION
COMMISSION
By:
Jack Reagan
Its: Executive Director
THE CLIFFORD COMrANIED
-4-
Y
...................................
By:
Its:
Qt<
AVIENDAINT.::
MG231103
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MG231103