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09 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 -3- `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 ............ . .. ... . .... ........ . . MG231103