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HomeMy WebLinkAboutIshwar-Adams 2022-03-21 - Settlement COU No. 2122-211 SETTLEMENT AGREEMENT This Settlement Agreement(the"Settlement Agreement")is entered into by and among:(1) Twin Investments, LLC and its members Jitu Ishwar and Paru Ishwar, husband and wife ("Twin Investments"); (2)the City of Ukiah,a municipal corporation(the"City"); and(3)Mark S. Adams, in his capacity as court appointed receiver in the action referenced herein and in his individual capacity and on behalf of California Receivership Group (the "Receiver"). From time to time hereinafter,the parties to this Settlement Agreement will be collectively referred to as the"Parties" and individually as a "Party.° RECITALS A) After remaining vacant and unmaintained since 1995, the real property located at 272 North State Street in Ukiah, California, Mendocino County Assessor Parcel No. ("APN")002-224-13,otherwise known as"the Palace Hotel,"("Subject Property")had become a public nuisance and posed a threat to public health and safety. Pursuant to Ukiah City Code Section 3300 et seq. on or about December 21, 2011,the City Council adopted a resolution declaring the Subject Property a dangerous building and ordered its owner to abate the nuisance conditions. B) After attempting unsuccessfully over period of four years to get its owner to voluntarily abate the public nuisance condition of the Subject Property, on July 10, 2015, the City filed Ukiah v. Questex,Ltd, Mendocino County Superior Court Case No. SCUK-CVPT- 15-66036. Pursuant to the provisions of Code Civ. Proc. § 568 and Health and Safety Code § 17980.7, the City requested that the court appoint a receiver to take full and complete control of the Subject Property and take all steps necessary to rehabilitate the Subject Property and bring it into compliance with the Health and Safety Code and the Ukiah City Code. C) On January 9, 2017,the Court issued its Order("the Order")Appointing Mark S,Adams as the Receiver to take full and complete possession and control of the Subject Property, develop and implement a plan to rehabilitate the property and borrow funds as necessary to pay for the cost of the rehabilitation work and secure that debt with a recorded super priority first lien on the Subject Property for the amount borrowed. The Receiver was authorized to issue and record Receiver's Certificates of Indebtedness to evidence and secure such debt,which were to become a first lien on the Subject Property superior to all preexisting private liens and encumbrances.A form of such a certificate was attached to the Order as Exhibit A. The Receiver's Certificate was to be issued for such items as the Court expressly authorized,upon notice and after hearing. D) Pursuant to the Order, the Receiver borrowed from Jitu Ishwar $438,000 on May 16. 2017 and$139,576 on February 27, 2018,totaling$577,576,which loans were secured by a Receiver's Certificate and Deed of Trust recorded with the Mendocino County Recorder on May 19,2017,with an amended Deed of Trust recorded on December 22, 2017. After Notice of Default was given on December 12, 2018, the Palace Hotel was sold to Jitu Ishwar on January 11, 2019, in a non judicial foreclosure for a bid of {SEII/00054867.} 1 $972,084.94 which included the loans from Mr. Ishwar and unpaid receivership fees and expenses. E) On or about January 22, 2019, Mr. Ishwar filed Articles of Organization with the California Secretary of State establishing Twin Investments, LLC and on January 28, 2019, he conveyed title to the Subject Property to Twin Investments. F) On or about August 9, 2019,the Court approved a Receiver's Certificate and a deed of trust in the amount of $120,000 in favor of California Receivership Group as beneficiary C"2019 Deed of Trust") which the Receiver has recorded with the Mendocino County Recorder. G) Twin Investments has entered, and the court has approved a Letter of Intent C"LOI")to negotiate a purchase and sale agreement for the sale of the Subject Property. Under the LOI the purchase agreement will provide buyer a nine(9)month due diligence period to develop plans and financing for the rehabilitation of the Subject Property in accordance with a Development Agreement to be negotiated and entered by Buyer and the,City. The Subject Property remains a dangerous building and a public nuisance. The potential sale of the Subject Property under the terms of the purchase and sale agreement outlined in the LOI provides the best prospect of actually abating public nuisance conditions of the Subject Property. NOW, THEREFORE, in consideration of the Recitals and Terms of this Settlement Agreement and for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows. TERMS 1. Incorporation of Recitals. The above recitals are incorporated herein by reference. 2. Stipulation to Discharge Order. Upon execution of a Purchase and Sale Agreement between the buyer and Twin Investments with terms as provided in the LOI('Execution of Purchase Agreement"), the Parties shall file the stipulation to an order terminating the receivership and discharging the Receiver which stipulation and proposed order ("Discharge Order") are attached hereto as Exhibit A and incorporated herein by this reference. 3. Payments. Within two(2)weeks after the Discharge Order is signed and filed by the court: a. The City shall deposit in David J. Rapport's client trust account Twenty-Five Thousand Dollars($25,000)to be held by Mr. Rapport for payment to the Receiver as provided in Section 3.c below. b. Twin Investments shall deposit in David J. Rapport's client trust account One Hundred Seventy-Five Thousand Dollars($175,000.00)to be held by Mr. Rapport for payment to the Receiver as provided in Section 3.c below. Said payment shall (SEH/00054867.) 2 constitute a full and complete satisfaction of any amounts owed or claimed to be owed by Twin Investments, Jitu Ishwar and Paru Ishwar to or on account of the Receivership or claims filed in or incurred by the Receivership. c. Upon compliance with Section 4,below,the funds deposited pursuant to Sections 3.a and 3.b shall be paid the Receiver by check drawn on the David J. Rapport client trust account. d. Upon compliance with Section 3.c,the Receiver shall immediately reconvey to Twin Investments and take any other actions legally required to remove the 2019 Deed of Trust as a lien or encumbrance on title to the Subject Property. e. Except as otherwise provided herein,the Parties shall be responsible for the payment of all their own attorney fees and costs, and no damages, interest or other payments shall be required to be made by the respective Parties. 4. Clearing Title. By no later than two(2)weeks after notice is given to the Receiver that Twin Investments and the City have complied with Sections 3.a and 3.b, the Receiver shall take all actions required to obtain a preliminary title report and a commitment for title insurance for the sale of the Subject Property pursuant to the Purchase and Sale Agreement that does not list as exclusions from coverage under said policy of title insurance Items listed under Schedule B of the Preliminary Title Report prepared by Orange Coast Title Company as of December 19, 2019 (Order No. 150-1844834-07), attached hereto as Exhibit B and any encumbrances, liens or other legal interests resulting from the receivership or recorded prior to the filing of the Discharge Order with the exception of the notices of this action recorded by the City.Upon close of escrow under the Purchase Agreement, the City shall arrange for the recordation of legally sufficient releases to remove said notices from the chain of title to the Subject Property. 5. No Additional Contributions. Except as otherwise provide herein, Twin Investments, Jitu Ishwar and/or Paru Ishwar, shall not be required by the court, a Party, or creditor to make payment, contribute any additional funds, or deduct any amount from the sale proceeds of the Property,to pay for the receivership, pay a Party, pay a creditor, or to make any other payment for any reason related to the receivership. 6. Release and Discharge a. Upon full execution of this Settlement Agreement and the Parties completion of all requirements of this Settlement Agreement,Execution of the Purchase Agreement and the court approving the Discharge Order,the Parties expressly release, waive, and relinquish and forever discharge each other from all claims, actions, liabilities, and causes of action, of every nature and kind whatsoever, which arose prior to the date of this Settlement Agreement,whether known or unknown, suspected or unsuspected, asserted or unasserted, or hereafter discovered or ascertained, in law or equity, arising out of the Receivership or any claims that were or could have filed therein. {SE31/00054867.} 3 b. Except as expressly provided in Section 5.c the Parties hereby waive any and all rights based upon the provisions of Section 1542 of the Civil Code of the State of California, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. c. This release will not affect any remedies available to City in the event the Purchase Agreement is terminated prior to close of escrow and the Subject Property remains a dangerous building and public nuisance, including reinstatement of the receivership in accordance with the Discharge Order. d. This Release on the part of Parties shall be a fully binding and complete settlement among the Parties, their assigns, and successors. e. The Parties acknowledge and agree that the Release set forth above is a general release. It is understood and agreed by the Parties that this settlement is a compromise of disputed claims, and the settlement is not to be construed as an admission of liability on the part of any Party. f. Each Party hereto shall bear all attorneys' fees and costs arising from the actions of its own counsel, if any, in connection with the claims described in the Recitals and each Party waives and releases the other Parties from any claim for attorneys' fees or costs, 7. GENERAL PROVISIONS A. Entire Agreement. It is expressly agreed that this Settlement Agreement, constitutes a full and final settlement and release of all claims identified herein. The Parties agree that this Settlement Agreement contains the entire agreement between the Parties,and therefore supersedes any prior agreements of the Parties,with respect to the issues addressed herein. The terms of this Settlement Agreement are contractual and shall survive the execution of this Settlement Agreement. B. Amendments. No modification, amendment, or waiver of any provision of this Settlement Agreement, nor consent to any departure by any Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Parties, and same shall be effective only in the specific instance and for the specific purpose for which given. C. Severability. If any clause or provision herein shall be adjudged invalid or unenforceable by a court of competent jurisdiction or by operation of any applicable law, it shall not affect the validity of any other clause or provision, which shall remain in full force (SEH/00054867.1 4 and effect as such invalid clause or provision shall be deemed severable,unless such severance should materially affect the intent of the Parties in entering into this Settlement Agreement. D. Governing Law. This Settlement Agreement is made and entered into in the State of California and will in all material respects be interpreted, enforced, and governed under the laws of said state,without regard to conflict of laws jurisprudence. E. Capacity. The Parties warrant and represent that, prior to the execution of this Settlement Agreement, they have not sold, assigned, granted, conveyed, or transferred to any other entity or person any of the rights, obligations, claims,demands,actions,or causes of actions described herein. The Parties have full legal and mental capacity to enter into, execute, and perform the terms and conditions contained in this Settlement Agreement and have entered into the Settlement Agreement voluntarily. Any person executing this Settlement Agreement in a representative capacity represents and warrants that that person is duly authorized to execute this agreement on behalf of the represented Party. F. Binding Effect. This Settlement Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, assigns and legal representatives. G. Counterparts. This Settlement Agreement may be executed in one or more counterparts, at different times and places. When all Parties have executed a counterpart of this Settlement Agreement,it shall be binding on all Parties notwithstanding that all of them may not have signed the same counterpart. A facsimile or other electronically transmitted copy of an executed counterpart hereof shall have the same effect as an original. H. Waiver_No waiver by a Party affects the exercise of any of that Parry's other rights and remedies. A Parry's failure to neglect to enforce any of its rights un this Settlement Agreement will not be deemed to be a waiver of that or any other of that Parry's rights. I. headings. The headings of the paragraphs herein are intended solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Settlement Agreement. J. Date of Execution_The date of this Settlement Agreement shall be the date that the last Party executes this Settlement Agreement as shown below(the"Date of Execution"). K. Retention of Court Jurisdiction. The Parties stipulate and respectfully request that the court retain jurisdiction pursuant to California Code of Civil Procedure Section 664.6 to enforce this Settlement Agreement. Attorney Fees shall be awarded to the prevailing party pursuant to California Code of Civil Procedure Section 664.6 notwithstanding dismissal of the action. L. Court Approval. This Settlement Agreement is subject to court approval,and shall only be enforceable by the parties following court approval. {SEH/00054867.} 5 IN WITNESS WHEREOF, the Parties hereto have executed this Settlement Agreement on the dates set forth below: TWIN INVESTMENT,LLC CITY OF UKIAH Y Jitu Ish ar,Member _ Sage Sangiacomo, City Manager Dated: 3121 1 Dated: M a r 21, 2022 �� By: MARK S.ADAMS AND CAL- Pacu Ishwar,Member IFORNIA RECEIVERSHIP Dated: 3 f 2-1 I 2-'2- GROUP By: Mark S. Adams Dated APPROVED AS TO FORM Date: 3 2f 2 Z Stcphe Johnson Manno King; Johnson& Wipf,LLP Attorney for Twin Investments Date: Mar 21, 2022 David J. Rapport, Ukiah City Attorney Attorney for City of Ukiah Date: Mark S. Adams, Court Appointed Receiver in his Capacity as Attorney for himself and California Receivership Group {SEIil00034867.} G F IN WITNESS WHEREOF,the Parties hereto have executed this Settlement Agreement on the dates set forth below: TWIN INVESTMENT,LLC CITY OF UKIAH By: By: Jitu Ishwar, Member Sage Sangiacomo,City Manager Dated: Dated: By: MARK S.ADAMS AND CAL- Paru Ishwar, Member IFORNIA REC VERSHIP GROUP Dated: By: ar . Adams Dated APPROVED AS TO FORM / Date: Stephen F. Johnson Mannon King,Johnson& Wipf,LLP Attorney for Twin Investments Date: David J. Ra ort,Ukiah Attorney Atto r City f U Mar S. Adams, Date:44� Com Appointed Receiver in his Capacity as Attorney for himself and California Receivership Group ISCII/00054867.I 6 EXHIBIT A c 1 MARK S. ADAMS, SBN 68300 California Receivership Group 2 2716 Ocean Park Blvd., Suite 3 010 Santa Monica, CA 90405 3 Tel. (310)471-8181 Fax(310)471-8180 4 madamsQcalreceivers.com Court-Appointed Receiver 5 6 SUPERIOR COURT OF THE STATE OF CALIFORNIA 7 IN AND FOR THE COUNTY OF MENDOCINO 8 CITY OF UYdW a municipal corporation, Case No. SCUK-CVPT-1 5-66036 9 Petitioner, STIPULATION TO APPROVE 10 SETTLEMENT AGREEMENT,TO V. DISCHARGE COURT-APPOINTED 11 RECEIVER,AND TO DISMISS ACTION QUESTEX,LTD., et al. WHEN CONDITIONS STATED IN THE 12 SETTLEMENT AGREEMENT ARE MET; Respondents. (PROPOSED}ORDER 13 Judge: Hon. Ann Moorman 14 Dept.: G 15 16 Petitioner City of Ukiah("Petitioner"), current owner Twin Investments,LLC("Current 17 Owner"), and court-appointed receiver Mark Adams('Receiver")and California Receivership 18 Group('CRU'), by and through their respective undersigned counsels of record(collectively 19 "Parties"), hereby stipulate as follows: 20 21 RECITALS 22 1. The Parties desire that the Court discharge the Health and Safety Code receiver, 23 Mark Adams('Receiver") who was initially appointed as receiver for the Property located at 272 24 North State Street, Ukiah, CA 95482, Assessor's Parcel Number 002-224-13 ("Property")by 25 order of this Court on January 9, 2017. 26 2. In that regard,the Parties have entered into a full and final settlement agreement 27 ('Settlement Agreement")which states in more detail the terms of the discharge. The Settlement 28 -I- STIPULATION APPROVING SETTLEMENT AGREEMENT,DISCHARGING RECEIVER,AND DISMISSING ACTION RE: SETTLEMENT AGREEMENT I Agreement, excluding exhibits attached thereto,is attached hereto as Exhibit 1 and is 2 incorporated into this Stipulation by this reference. 3 3. The Parties desire and intend by this Stipulation to discharge the Receiver, 4 exonerate the surety, and waive any requirements under California law for further briefing on or 5 filing of an additional report of administration or final account and report per California Rules of 6 Court 3.1184. The Receiver's original discharge motion was filed in compliance with Cal Rules 7 of Court,Rule 3.1184 on March 26, 2021, and the Parties' various pleadings filed in response 8 thereto,all contained in the Court's file,are also incorporated herein by this reference. 9 10 STIPULATION 1 I 1. I'l'IS HEREBY STIPULATED that the Settlement Agreement is subject to court 12 ipproval. 13 2. IT IS HEREBY FURTHER STIPULATED that the receivership estate is 14 erminated in accordance with the Proposed Order Approving Settlement Agreement,Discharging 15 ourt-Appointed Receiver, and Dismissing Action When Conditions Stated in the Settlement 16 greement Are Met, submitted herewith, and the Receiver is formally discharged of all further 17 Juties,liabilities and responsibilities in this matter, except as otherwise required by the Settlement 18 kgreement and stated herein. 19 3. IT IS FURTHER STIPULATED that the Parties hereto waive any and all 20 objections or oppositions to accountings and reports of the Receiver and waive any potential 21 objections or oppositions that might be filed as to the Final Report and Accounting of Receiver. 22 4. IT IS FURTHER STIPULATED that the receivership estate should be terminated, 23 and the Receiver should be formally discharged of all further duties, liabilities, and 24 responsibilities for the administration of the receivership upon satisfaction of the conditions 25 stated in the Sections 2, 3.a. 3.b, 4 and 5 of the Settlement Agreement. 26 5. IT IS FURTHER STIPULATED that all of the acts,transactions, and all of the 27 actions of the Receiver and his counsel herein for the receivership period are confirmed, ratified 28 and approved. The Parties intend this discharge order to be res judicata as to any claim that may -2- STIPULATION APPROVING SETTLEMENT AGREEMENT,DISCHARGING RECEIVER,AND DISMISSING ACTION RE: SETTLEMENT AGREEMENT I have been brought or could be brought against the Receiver or any other Party in the future in 2 connection with any actions in this Receivership. 3 6. IT IS FURTHER STIPULATED that upon discharge all further liability on any 4 bonds heretofore filed by the Receiver is hereby released and the sureties exonerated thereon. 5 7. IT IS FURTHER STIPULATED that pursuant to:Health and Safety Code Section 6 17980.7,the Court shall retain jurisdiction for a period of eighteen(18)months from the date of 7 its discharge order to reactivate the Receivership. 8 8. IT IS FURTHER STIPULATED that this stipulation may be executed in 9 counterparts, each of which shall be deemed an original, together which shall constitute a single 10 agreement. A facsimile or other electronically transmitted copy of an executed counterpart hereof I I shall have the same effect as an original. 12 9. IT IS FURTHER STIPULATED that upon discharge the court shall retain 13 jurisdiction pursuant to California Code of Civil Procedure Section 664.6 to enforce the 14 Settlement Agreement. Attorney Fees shall be awarded to the prevailing party pursuant to 15 California Code of Civil Procedure Section 664.6 notwithstanding dismissal of the action. 16 10. IT IS FURTHER STIPULATED that the court's order,inter alia, shall discharge 17 extinguish and remove from the chain of title to the Property all deeds of trust,liens,mechanics 18 liens, and other interests in the Property recorded in the Official Records of Mendocino County 19 prior to January 11, 2019, and recorded in connection with or as a result of the administration of 20 the receivership, except the lis pendens providing notice of the receivership proceedings,which 21 are subject to Section 3(d)and 4 of the Settlement Agreement. . 22 23 DATED: March 12022 Respectfully submitted, 24 25 By: STEPHEN F. JOHNSON 26 Manon,King,Johnson&Wipf,LLP Attorneys for Owner Twin Investments, 27 LLC 28 -3- STIPULATION APPROVING SETTLEMENT AGREEMENT,DISCHARGING �� ' RECEIVER,AND DISMISSING ACTION RE: SETTLEMENT AGREEMENT 1 2 DATED: March , 2022 Respectfully submitted, 3 4 By: David J. Rapport, City Attorney for City of 5 Ukiah 6 7 8 DATED: March , 2022 Respectfully submitted, 9 By: 10 MARK S. ADAMS Attorney for Receiver and California 11 Receivership Group 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -4- STIPULATION APPROVING SETTLEMENT AGREEMENT,DISCHARGING RECEIVER,AND DISMISSING ACTION RE: SETTLEMENT AGREEMENT I )PROPOSED] ORDER APPROVING SETTLEMENT AGREEMENT,DISCHARGING 2 COURT-APPOINTED RECEIVER,AND DISMISSING ACTION WHEN CONDITIONS 3 STATED IN THE SETTLEMENT AGREEMENT ARE MET 4 Based on the Stipulation of Parties Re Approving Stipulation and Settlement Agreement 5 and Discharging Receiver("Stipulation") and good cause appearing therefor,the Court hereby 6 enters its order as follows 7 1. IT IS HEREBY ORDERED that the Settlement Agreement and Stipulation are 8 approved, and their content and the actions described therein are hereby approved and ratified. 9 Receiver Mark Adams, ("Receiver")appointed by court order, filed January 9,2017, for the 10 property located at 272 North State Street,Ukiah, CA 95482(APN 002-224-13)("Property")is i 1 discharged as provided herein. 12 2, IT IS FURTHER ORDERED that effective upon satisfaction of the conditions 13 stated in the Sections 2, 3.a. 3.b and 4 of the Settlement Agreement,the receivership estate is 14 terminated,and the Receiver is formally discharged of all further duties, liabilities, and 15 responsibilities in this matter. 16 IT IS FURTHER.ORDERED that all acts,transactions,and actions of the Receiver, 17 California Receivership Group and their counsel herein for the receivership period are 18 confirmed, ratified and approved. This discharge order is res judicata as to any claim that may 19 have been brought or could be brought by any Party or non-Party person or entity against the 20 Receiver, Califomia Receivership Group,Petitioner City of Ukiah("Petitioner"), Twin 21 Investments,LLC, current owner of the Property ("Owner")arising out of the establishment or 22 administration of the Receivership. 23 3. IT IS FURTHER ORDERED that the Receiver is hereby discharged from all 24 further duties, liabilities, and responsibilities as Receiver herein upon satisfaction of the 25 conditions stated in the Sections 2, 3.a. 3.b and 4 of the Settlement Agreement. 26 4. IT IS FURTHER ORDERED that all further liability on any bonds heretofore 27 filed by the Receiver is hereby released and the sureties exonerated thereon. 28 -1- fPROPOSED) ORDER APPROVING STIPULATION, SETTLEMENT AGREEMENT, AND DISCHARGING COURT-APPOINTED RECEIVER 1 5. IT IS FURTHER ORDERED that upon discharge the court retains jurisdiction 2 pursuant to California Code of Civil Procedure Section 664.6 to enforce the Settlement 3 Agreement. Notwithstanding dismissal of the action, the prevailing party in an action to enforce 4 the Settlement Agreement shall be awarded reasonable attorneys' fees and other recoverable 5 costs as determined by the court pursuant to California Code of Civil Procedure Section 664.6. 6 6. IT IS FURTHER ORDERED that all receivership certificates, deeds of trust, 7 liens, mechanics liens, notices of lis pendens, and other interests in the Property, recorded in the 8 Official Records of Mendocino County against the Property prior to January 11, 2019 and 9 recorded before or after said date in connection with or as a result of the administration of the 10 receivership, except the 2019 Deed of Trust and lis pendens providing notice of the receivership 11 proceedings, which are subject to Section 3(d)and 4 of the Settlement Agreement, are hereby 12 extinguished and removed from the chain of title to the Property.Notice of this provision of this 13 order,attached hereto as Exhibit A,may be recorded by Petitioner, City of Ukiah, with the 14 Mendocino County Recorder. 15 7. IT IS FURTHER ORDERED that pursuant to Health and Safety Code Section 16 17980.7, the Court retains jurisdiction for 18 consecutive months from the date of this order to 17 reinstate the receivership, unless escrow has closed under the Purchase and Sale Agreement as 18 contemplated by the Letter of Intent, approved the Court in its sealed order. If said escrow has 19 not closed and the Purchase and Sale Agreement is terminated, not later than 15 months from 20 said date,Petitioner and Owner shall submit reports to the Court on the condition of the Property, 21 and the status of its rehabilitation. 22 23 IT IS SO ORDERED. 24 25 DATED: March , 2022 26 Honorable.Ann Moorman 27 Judge of the Superior Court 28 -1- [PROPOSED] ORDER APPROVING STIPULATION,SETTLEMENT AGREEMENT, Olt . AND DISCHARGING COURT-APPOINTED RECEIVER I MARK S. ADAMS, SBN 68300 California Receivership Group 2 271.6 Ocean Park Blvd., Suite 3010 Santa Monica, CA 90405 3 Tel. (310)471-8181 Fax (310)471-8180 4 madam s0calreceivers com Court-Appointed Receiver 5 6 SUPERIOR COURT OF THE STATE OF CALIFORNIA. 7 IN AND FOR THE COUNTY OF MENDOCINO 8 9 CITY OF UKIAH, a municipal corporation, Case No. SCUK-CVPT-15-66036 Petitioner, STIPULATION TO APPROVE 10 SETTLEMENT AGREEMENT,TO V. DISCHARGE COURT-APPOINTED 11 RECEIVER,AND TO DISMISS ACTION QUESTEX,LTD., et al. WHEN CONDITIONS STATED IN THE 12 SETTLEMENT AGREEMENT ARE MET; 13 Respondents. (PROPOSED)ORDER Judge: Hon. Ann Moorman 14 Dept.: G 15 16 Petitioner City of Ukiah("Petitioner"), current owner Twin Investments, LLC ("Current 17 Owner"), and court-appointed receiver Mark Adams ("Receiver")and California Receivership 18 Group ("CRG"),by and through their respective undersigned counsels of record(collectively 19 "Parties"), hereby stipulate as follows: 20 21 RECITALS 22 1. The Parties desire that the Court discharge the Health and Safety Code receiver, 23 Mark Adams("Receiver") who was initially appointed as receiver for the Property located at 272 24 North State Street,Ukiah, CA 95482, Assessor's Parcel Number 002-224-13 ("Property")by 25 order of this Court on January 9,2017. 26 2. In that regard, the Parties have entered into a full and final settlement agreement 27 ("Settlement Agreement")which states in more detail the terms of the discharge. The Settlement 28 -1- STIPULATION APPROVING SETTLEMENT AGREEMENT,DISCHARGING '. RECEIVER,AND DISMISSING ACTION RE: SETTLEMENT AGREEMENT I I Agreement, excluding exhibits attached thereto, is attached hereto as Exhibit land is 2 incorporated into this Stipulation by this reference. 3 3. The Parties desire and intend by this Stipulation to discharge the Receiver, 4 exonerate the surety, and waive any requirements under California law for further briefing on or 5 filing of an additional report of administration or final account and report per California Rules of 6 Court 3.1184. The Receiver's original discharge motion was filed in compliance with Cal Rules 7 of Court,Rule 3.11.84 on March 26, 2021, and the Parties' various pleadings filed in response 8 thereto, all contained in the Court's file, are also incorporated herein by this reference. 9 10 STIPULATION 11 1. IT IS HEREBY STIPULATED that the Settlement Agreement is subject to court 12 pproval. 13 2. IT IS HEREBY FURTHER STIPULATED that the receivership estate is 14 erminated in accordance with the Proposed Order Approving Settlement Agreement,Discharging 15court-Appointed Receiver, and Dismissing Action When Conditions Stated in the Settlement 16 kgreement Are Met, submitted herewith, and the Receiver is formally discharged of all further 17 Juties, liabilities and responsibilities in this matter, except as otherwise required by the Settlement 18 greement and stated herein. 19 3. IT IS FURTHER STIPULATED that the Parties hereto waive any and all 20 objections or oppositions to accountings and reports of the Receiver and waive any potential 21 objections or oppositions that might be tiled as to the Final Report and Accounting of Receiver. 22 4. IT IS FURTHER STIPULATED that the receivership estate should be terminated, 23 and the Receiver should be formally discharged of all further duties, liabilities, and 24 responsibilities for the administration of the receivership upon satisfaction of the conditions 25 stated in the Sections 2, 3.a. 3.b, 4 and 5 of the Settlement Agreement. 26 5. IT IS FURTHER STIPULATED that all of the acts,transactions, and all of the 27 actions of the Receiver and his counsel herein for the receivership period are confirmed, ratified 28 and approved. The Parties intend this discharge order to be res judicata as to any claim that may -2- STIPULATION APPROVING SETTLEMENT AGREEMENT,DISCHARGING j RECEIVER,AND DISMISSING ACTION RE: SETTLEMENT AGREEMENT I I have been brought or could be brought against the Receiver or any other Party in the future in 2 connection with any actions in this Receivership. 3 6. IT IS FURTHER STIPULATED that upon discharge all further liability on any 4 bonds heretofore filed by the Receiver is hereby released and the sureties exonerated thereon. 5 7, IT IS FURTHER STIPULATED that pursuant to Health and Safety Code Section 6 17980.7, the Court shall retain jurisdiction for a period of eighteen(18)months from the date of 7 its discharge order to reactivate the Receivership. 8 8. IT IS FURTHER STIPULATED that this stipulation may be executed in 9 counterparts, each of which shall be deemed an original, together which shall constitute a single 10 agreement. A facsimile or other electronically transmitted copy of an executed counterpart hereof 11 shall have the same effect as an original. 12 9. IT IS FURTHER STIPULATED that upon discharge the court shall retain 13 jurisdiction pursuant to California Code of Civil Procedure Section 664.6 to enforce the 14 Settlement Agreement. Attorney Fees shall be awarded to the prevailing party pursuant to 15 California Code of Civil Procedure Section 664.6 notwithstanding dismissal of the action. 16 10. IT IS FURTHER STIPULATED that the court's order, inter alia, shall discharge 17 extinguish and remove from the chain of title to the Property all deeds of trust,liens, mechanics 18 liens, and other interests in the Property recorded in the Official Records of Mendocino County 19 prior to January 11, 2019, and recorded in connection with or as a result of the administration of 20 the receivership, except the lis pendens providing notice of the receivership proceedings,which 21 are subject to Section 3(d)and 4 of the Settlement Agreement. . 22 23 DATED: March z- ,2022 Respectfully submitted, 24 25 By: STEPHEN F. OHNS 26 Marion, Kin Johns ipf, LLP Attorneys f Owner Twin Investments, 27 LLC 28 -3- STIPULATION APPROVING SETTLEMENT AGREEMENT,DISCHARGING RECEIVER,AND DISMISSING ACTION RE: SETTLEMENT AGREEMENT 1 2 DATED: March , 2022 Respectfully submitted, 3 4 EY David J. Rapport, City Attorney for City of 5 Ukiah 6 7 8 DATED: March ,2022 Respectfully submitted, 9 By: 10 MARK S. ADAMS u 11 Attorney for Receiver and California Receivership Croup 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -4- STIPULATION APPROVING SETTLEMENT AGREEMENT, DISCHARGING RECEIVER,AND DISMISSING ACTION RE: SETTLEMENT AGREEMENT 1 11 (PROPOSED] ORDER APPROVING SETTLEMENT AGREEMENT,DISCHARGING 2 COURT-APPOINTED RECEIVE AND DISMISSING ACTION WHEN CONDITIONS 3 STATED IN THE SETTLEMENT AGREEMENT ARE MET 4 Based on the Stipulation of Parties Re Approving Stipulation and Settlement Agreement 5 and Discharging Receiver("Stipulation") and good cause appearing therefor, the Court hereby 6 enters its order as follows 7 1. IT IS HEREBY ORDERED that the Settlement Agreement and Stipulation are 8 approved, and their content and the actions described therein are hereby approved and ratified. 9 Receiver Mark Adams, ("Receiver")appointed by court order, filed January 9, 2017, for the 10 property located at 272 North State Street,Ukiah, CA 95482(APN 002-224-13)("Property")is 11 discharged as provided herein. 12 2. IT IS FURTHER ORDERED that effective upon satisfaction of the conditions 13 stated in the Sections 2, 3.a. 3.b and 4 of the Settlement Agreement, the receivership estate is 14 terminated, and the Receiver is formally discharged of all further duties, liabilities, and 15 responsibilities in this matter. 16 IT IS FURTHER ORDERED that all acts, transactions, and actions of the Receiver, 17 California Receivership Group and their counsel herein for the receivership period are 18 confirmed, ratified and approved. This discharge order is res judicata as to any claim that may 19 have been brought or could be brought by any Party or non-Party person or entity against the 20 Receiver, California Receivership Group,Petitioner City of Ukiah("Petitioner"), Twin 21 Investments, LLC, current owner of the Property("Owner")arising out of the establishment or 22 administration of the Receivership. 23 3. IT IS FURTHER ORDERED that the Receiver is hereby discharged from all 24 further duties, liabilities, and responsibilities as Receiver herein upon satisfaction of the 25 conditions stated in the Sections 2, 3.a. 3.b and 4 of the Settlement Agreement. 26 4. IT IS FURTHER ORDERED that all further liability on any bonds heretofore 27 filed by the Receiver is hereby released and the sureties exonerated thereon. 28 -1- (PROPOSED) ORDER APPROVING STIPULATION,SETTLEMENT AGREEMENT, AND DISCHARGING COURT-APPOINTED RECEIVER I 1 5. IT IS FURTHER ORDERED that upon discharge the court retains jurisdiction 2 pursuant to California Code of Civil Procedure Section 664.6 to enforce the Settlement 3 Agreement. Notwithstanding dismissal of the action, the prevailing party in an action to enforce 4 the Settlement Agreement shall be awarded reasonable attorneys' fees and other recoverable 5 costs as determined by the court pursuant to California Code of Civil Procedure Section 664.6. 6 6. IT IS FURTHER ORDERED that all receivership certificates, deeds of trust, 7 liens, mechanics liens, notices of lis pendens, and other interests in the Property, recorded in the 8 Official Records of Mendocino County against the Property prior to January 11, 2019 and 9 recorded before or after said date in connection with or as a result of the administration of the 10 receivership, except the 2019 Deed of Trust and lis pendens providing notice of the receivership 11 proceedings, which are subject to Section 3(d)and 4 of the Settlement Agreement, are hereby 1.2 extinguished and removed from the chain of title to the Property. Notice of this provision of this 13 order, attached hereto as Exhibit A,may be recorded by Petitioner, City of Ukiah, with the 14 Mendocino County Recorder. 15 7. IT IS FURTHER ORDERED that pursuant to Health and Safety Code Section 16 17980.7,the Court retains jurisdiction for 18 consecutive months from the date of this order to 17 reinstate the receivership, unless escrow has closed under the Purchase and Sale Agreement as 18 contemplated by the Letter of Intent, approved the Court in its sealed order. If said escrow has 19 not closed and the Purchase and Sale Agreement is terminated, not later than 15 months from 20 said date,Petitioner and Owner shall submit reports to the Court on the condition of the Property, 21 and the status of its rehabilitation. 22 23 IT IS SO ORDERED. 24 25 DATED: March 2022. 26 Honorable Ann Moorman 27 Judge of the Superior Court 28 -1- 1PROPOSED} ORDER APPROVING STIPULATION,SETTLEMENT AGREEMENT, AND DISCHARGING COURT-APPOINTED RECEIVER EXHIBIT 1 SETTLEMENT AGREEMENT This Settlement Agreement(the"Settlement Agreement")is entered into by and among: (1) 'Ruin Investments, LLC and its members Jitu Ishwar and Paru Ishwar, husband and wife ("Twin Investments"); (2)the City of Ukiah,a municipal corporation(the"City");and(3)Mark S. Adams, in his capacity as court appointed receiver in the action referenced herein and in his individual capacity and on behalf of California Receivership Group (the "Receiver"). From time to time hereinafter, the parties to this Settlement Agreement will be collectively referred to as the"Parties" and individually as a"Party." RECITALS A) After remaining vacant and unmaintained since 1995, the real property located at 272 North State Street in Ukiah, California, Mendocino County Assessor Parcel No. ("APN")002-224-13, otherwise known as"the Palace Hotel,"("Subject Property")had become a public nuisance and posed a threat to public health and safety. Pursuant to Ukiah City Code Section 3300 et sett. on or about December 21, 2011,the City Council adopted a resolution declaring the Subject Property a dangerous building and ordered its owner to abate the nuisance conditions. B) After attempting unsuccessfully over period of four years to get its owner to voluntarily abate the public nuisance condition of the Subject Property, on July 10, 2015, the City filed Ukiah v. Questex,Ltii Mendocino County Superior Court Case No. SCUK-CVPT- 15-66036. Pursuant to the provisions of Code Civ. Proc. § 568 and Health and Safety Code § 1.7980.7, the City requested that the court appoint a receiver to take full and complete control of the Subject Property and take all steps necessary to rehabilitate the Subject Property and bring it into compliance with the Health and Safety Code and the Ukiah City Code, C) On January 9,2017,the Court issued its Order("the Order")Appointing Mark S.Adams as the Receiver to take full and complete possession and control of the Subject Property, develop and implement a plan to rehabilitate the property and borrow funds as necessary to pay for the cost of the rehabilitation work and secure that debt with a recorded super priority first lien on the Subject Property for the amount borrowed. The Receiver was authorized to issue and record Receiver's Certificates of indebtedness to evidence and secure such debt,which were to become a first lien on the Subject Property superior to all preexisting private liens and encumbrances.A form of such a certificate was attached to the Order as Exhibit A. The Receiver's Certificate was to be issued for such items as the Court expressly authorized, upon notice and after hearing. D) Pursuant to the Order, the Receiver borrowed from Jitu Ishwar $438,000 on May 16. 2017 and$139,576 on February 27, 2018,totaling $577,576, which loans were secured by a Receiver's Certificate and Deed of Trust recorded with the Mendocino County Recorder on May 19,2017, with an amended Deed of Trust recorded on December 22, 2017. After Notice of Default was given on December 12, 2018, the Palace Hotel was sold to Jitu Ishwar on January 11, 2019, in a non judicial foreclosure for a bid of {sE11100054867.) 1 �x $972,084.94 which included the loans from Mr. Ishwar and unpaid receivership fees and expenses. E) On or about January 22, 2019, Mr. Ishwar filed Articles of Organization with the California Secretary of State establishing Twin Investments, LLC and on January 28, 2019, he conveyed title to the Subject Property to Twin Investments. F) On or about August 9, 2019, the Court approved a Receiver's Certificate and a deed of trust in the amount of $120,000 in favor of California Receivership Group as beneficiary ("2019 Deed of Trust") which the Receiver has recorded with the Mendocino County Recorder. G) Twin Investments has entered, and the court has approved a Letter of Intent("LOT")to negotiate a purchase and sale agreement for the sale of the Subject Property. Under the LOI the purchase agreement will provide buyer a nine (9)month due diligence period to develop plans and financing for the rehabilitation of the Subject Property in accordance with a Development Agreement to be negotiated and entered by Buyer and the City. The Subject Property remains a dangerous building and a public nuisance.The potential sale of the Subject Property under the terms of the purchase and sale agreement outlined in the LOI provides the best prospect of actually abating public nuisance conditions of the Subject Property. NOW, THEREFORE, in consideration of the Recitals and Terms of this Settlement Agreement and for good and valuable consideration, the receipt and sufficiency of which are acknowledged,the Parties agree as follows. TERMS 1. Incorporation of Recitals. The above recitals are incorporated herein by reference. 2. Stipulation to Discharge Order. Upon execution of a Purchase and Sale Agreement between the buyer and Twin Investments with terms as provided in the LOI("Execution of Purchase Agreement"),the Parties shall file the stipulation to an order terminating the receivership and discharging the Receiver which stipulation and proposed order ("Discharge Order")are attached hereto as Exhibit A and incorporated herein by this reference. 3. Payments. Within two(2)weeks after the Discharge Order is signed and filed by the court: a. The City shall deposit in David J.Rapport's client trust account Twenty-Five Thousand Dollars($25,000)to be held by Mr. Rapport for payment to the Receiver as provided in Section 3.c below. b. Twin Investments shall deposit in David J. Rapport's client trust account One Hundred Seventy-Five Thousand Dollars($175,000.00)to be held by Mr.Rapport for payment to the Receiver as provided in Section 3.c below. Said payment shall {SEH/00054867.} 2 constitute a full and complete satisfaction of any amounts owed or claimed to be owed by Twin Investments, Jitu Ishwar and Paru Ishwar to or on account of the Receivership or claims filed in or incurred by the Receivership. c. Upon compliance with Section 4, below, the funds deposited pursuant to Sections 3.a and 3.b shall be paid the Receiver by check drawn on the David J.Rapport client trust account. d. Upon compliance with Section 3.c,the Receiver shall immediately reconvey to Twin Investments and take any other actions legally required to remove the 2019 Deed of Trust as a lien or encumbrance on title to the Subject Property. e. Except as otherwise provided herein,the Parties shall be responsible for the payment of all their own attorney fees and costs, and no damages, interest or other payments shall be required to be made by the respective Parties. 4. Clearing Title. By no later than two(2)weeks after notice is given to the Receiver that Twin Investments and the City have complied with Sections 3.a and 3.b,the Receiver shall take all actions required to obtain a preliminary title report and a commitment for title insurance for the sale of the Subject Property pursuant to the Purchase and Sale Agreement that does not list as exclusions from coverage under said policy of title insurance Items listed under Schedule B of the Preliminary Title Report prepared by Orange Coast Title Company as of December 19,2019 (Order No. 150-1844834-07), attached hereto as Exhibit B and any encumbrances, liens or other legal interests resulting from the receivership or recorded prior to the filing of the Discharge Order with the exception of the notices of this action recorded by the City. Upon close of escrow under the Purchase Agreement, the City shall arrange for the recordation of legally sufficient releases to remove said notices from the chain of title to the Subject Property. 5. No Additional Contributions. Except as otherwise provide herein, Twin Investments,Jitu Ishwar and/or Paru Ishwar, shall not be required by the court, a Party, or creditor to make payment, contribute any additional funds, or deduct any amount from the sale proceeds of the Property,to pay for the receivership, pay a Party,pay a creditor, or to make any other payment for any reason related to the receivership. b. Release and Discharge a. Upon full execution of this Settlement Agreement and the Parties completion of all requirements of this Settlement Agreement,Execution of the Purchase Agreement and the court approving the Discharge Order, the Parties expressly release, waive, and relinquish and forever discharge each other from all claims, actions, liabilities, and causes of action, of every nature and kind whatsoever, which arose prior to the date of this Settlement Agreement, whether known or unknown, suspected or unsuspected, asserted or unasserted, or hereafter discovered or ascertained,in law or equity, arising out of the Receivership or any claims that were or could have filed therein. {SEIIl00054867.j b. Except as expressly provided in Section 5.c the Par-des hereby waive any and all rights based upon the provisions of Section 1542 of the Civil Code of the State of California, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. c. This release will not affect any remedies available to City in the event the Purchase Agreement is terminated prior to close of escrow and the Subject Property remains a dangerous building and public nuisance,including reinstatement of the receivership in accordance with the Discharge Order. d. This Release on the part of Parties shall be a fully binding and complete settlement among the Parties, their assigns, and successors. e. The Parties acknowledge and agree that the Release set forth above is a general release. It is understood and agreed by the Parties that this settlement is a compromise of disputed claims, and the settlement is not to be construed as an admission of liability on the part of any Party. f Each Party hereto shall bear all attorneys' fees and costs arising from the actions of its own counsel, if any, in connection with the claims described in the Recitals and each Party waives and releases the other Parties from any claim for attorneys' fees or costs, 7. GENERAL PROVISIONS A. Entire Agreement. It is expressly agreed that this Settlement Agreement, constitutes a full and final settlement and release of all claims identified herein. The Parties agree that this Settlement Agreement contains the entire agreement between the Parties,and therefore supersedes any prior agreements of the Parties,with respect to the issues addressed herein. The terms of this Settlement Agreement are contractual and shall survive the execution of this Settlement Agreement. B. Amendments. No modification, amendment or waiver of any provision of this Settlement Agreement, nor consent to any departure by any Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Parties, and same shall be effective only in the specific instance and for the specific purpose for which given. C. Severability. If any clause or provision herein shall be adjudged invalid or unenforceable by a court of competent jurisdiction or by operation of any applicable law, it shall not affect the validity of any other clause or provision, which shall remain in full force (SEli/00054867.I 4 and effect as such invalid clause or provision shall be deemed severable,unless such severance should materially affect the intent of the Parties in entering into this Settlement Agreement. D. Governing Law. This Settlement Agreement is made and entered into in the State of California and will in all material respects be interpreted, enforced, and governed under the laws of said state,without regard to conflict of laws jurisprudence. E. Capacity. The Parties warrant and represent that, prior to the execution of this Settlement Agreement, they have not sold, assigned, granted, conveyed, or transferred to any other entity or person any of the rights, obligations, claims, demands,actions,or causes of actions described herein. The Parties have full legal and mental capacity to enter into, execute, and perform the terms and conditions contained in this Settlement Agreement and have entered into the Settlement Agreement voluntarily. Any person executing this Settlement Agreement in a representative capacity represents and warrants that that person is duly authorized to execute this agreement on behalf of the represented Party. F. Binding Effect. This Settlement Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, assigns and legal representatives. G. Counterparts. This Settlement Agreement may be executed in one or more counterparts, at different times and places. When all Parties have executed a counterpart of this Settlement Agreement,it shall be binding on all Parties notwithstanding that all of them may not have signed the same counterpart. A facsimile or other electronically transmitted copy of an executed counterpart hereof shall have the same effect as an original. H. Waiver.No waiver by a Party affects the exercise of any of that Party's other rights and remedies. A Party's failure to neglect to enforce any of its rights un this Settlement Agreement will not be deemed to be a waiver of that or any other of that Party's rights. L .Headings. The headings of the paragraphs herein are intended solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Settlement Agreement. J. Date of Execution. The date of this Settlement Agreement shall be the date that the last Party executes this Settlement Agreement as shown below(the"Date of Execution"). K. Retention of Court Jurisdiction. The Parties stipulate and respectfully request that the court retain jurisdiction pursuant to California Code of Civil Procedure Section 664.6 to enforce this Settlement Agreement. Attorney Fees shall be awarded to the prevailing party pursuant to California Code of Civil Procedure Section 664.6 notwithstanding dismissal of the action. L. Court Approval. This Settlement Agreement is subject to court approval,and shall only be enforceable by the parties following court approval. (SEH/0os4$s7. } 5 IN WITNESS WHEREOF,the Parties hereto have executed this Settlement Agreement on the dates set forth below: TWIN INVESTMENT,LLC CITY OF UKIAH By: By: Jzi-tulsh�war:1Member Sage Sangiacomo, City Manager Dated: Dated: By: MARK S. ADAMS AND CAL- Paru Ishwar,Member IFORNIA RECEIVERSHIP Dated: 3 1:?--1 6L GROUP By: Mark S. Adams Dated APPROV E AS TO FqRM Date: Stephen . Johnson John or� � Manno ing,"Johnon a WWipf, LLP Attorney for Twin Investments Date: David J. Rapport,Ukiah City Attorney Attorney for City of Ukiah Date: Mark S. Adams, Court Appointed Receiver in his Capacity as Attorney for himself and California Receivership Group {SEIV00054867. 6 EXHIBIT A RECORDINGREQUESTEDBY AND MAIL TO: City Clerk City of Ukiah 300 Seminary Avenue Ukiah,CA 95482 ASESSOR'S PARCEL NO.002-224-13 No fee pursuant to Government Code Section 6103; the value is less than $100.00 NOTICE IS HEREBY GIVEN that on March,2022, in City of Ukiah v. Questex Ltd., et al, Mendocino County Superior Court Case No. SCUK-CVPT-66036 ("the Action"), the Court signed and filed its Order Approving Settlement Agreement,Discharging Court-Appointed Receiver, and Dismissing Action.When Conditions Stated in the Settlement Agreement Are Met{"the Order"). Section 6 of the Order affects the real property located at 272 North State Street Ukiah, CA 95482 located at 272 North State Street, Ukiah, CA 95482, also known as Mendocino County Assessor's Parcel Number 002-224-13 (the"Property")and described as follows: Parcel One: Beginning at the Southwesterly comer of State of Smith Streets in said City, and running thence Westerly on the Southerly line of Smith Street, 200 feet, more or less,to the Southeasterly comer of Smith and School Street, 60 feet;thence at right angles Easterly 200 feet, more or less,to the Westerly line of State Street;thence Northerly on the Westerly line of State Street, 60 feet to the place of beginning. Parcel Two: Commencing at a point on the Westerly line of State Street in Block 14 of Ukiah City, 60 feet Southerly from the Southwest comer of the intersection of Smith and State Street; thence Southerly along the Westerly lien of State Street, 40 feet to the Northeast comer of land of A.R. Steiert; thence at right angles Westerly along the North line of land of A.R. Steiert, 80 feet; thence continuing Westerly on the same course 120 feet to the East line of School Street; thence Northerly along the East line of School Street, 40 feet; thence at right angles 200 feet to the place of beginning. Parcel Three: EXHIBIT A- 1 Commencing at the Northeast corner of the Lot formerly owned by J.R.Mathews in Block 14 of the City of Ukiah;thence Northerly at right angles to the North line of Standley Street, 25 feet to the South line of Parcel 2 hereinabove described; thence Westerly along the South line of said Parcel 2, 24 feet; thence Southerly at right angles to Standley Street, 25 feet to the Northwest comer of said Lot formerly owned by J.R.Mathews, 24 feet to the place of beginning. Said Section 6 provides that all receivership certificates, deeds of trust, liens, mechanics liens, notices of lis pendens, and other interests in the Property, recorded in the Official Records of Mendocino County against the Property prior to January 11, 2019, and any documents recorded before or after January 11, 2019 in connection with or as a result of the administration of the receivership, are here by extinguished and removed from the chain of title to the Property, except for the August 9, 2019, Court approved a Receiver's Certificate and a deed of trust in the amount of$120,000 in favor of California Receivership Group as beneficiary("2019 Deed of Trust") and the notice of lis pendens providing notice of the receivership proceedings, which are subject to being removed from the chain of title to the Property pursuant to Sections 3(d)and 4 of the Settlement Agreement. The Order authorizes this Notice to be filed in the Official Records of the County of Mendocino. Dated: David J. Rapport, City Attorney Attorney for Petitioner City of Ukiah NOTARY ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document State of California County of Mendocino On before me, _ ,Notary Public, personally appeared David J. Rapport,who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY Or PERJURY under the laws of the State of California that the EXHIBIT A- 2 r-� foregoing paragraph is true and correct. Witness my hand and official seal. (Signature) (Seal) EXHIBIT A- 3