HomeMy WebLinkAboutIshwar-Adams 2022-03-21 - Stipulation 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
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6 SUPERIOR COURT OF THE STATE OF CALIFORNIA
7 IN AND FOR THE COUNTY OF MENDOCINO
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CITY OF UYdW a municipal corporation, Case No. SCUK-CVPT-1 5-66036
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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
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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
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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
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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
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STIPULATION APPROVING SETTLEMENT AGREEMENT,DISCHARGING
�� ' RECEIVER,AND DISMISSING ACTION RE: SETTLEMENT AGREEMENT
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2 DATED: March 21 , 2022 Respectfully submitted,
B �;
4 y'
David J. Rapport, City Attorney for City of
5 Ukiah
r�
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8 DATED: March 7�, 2022 Respectfully submitted,
9
By:
1{} M AMS
Atto ey for Receiver and California
i l Receivership Group
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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.
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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.
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23 IT IS SO ORDERED.
24
25 DATED: March , 2022
26 Honorable.Ann Moorman
27 Judge of the Superior Court
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[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
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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
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STIPULATION APPROVING SETTLEMENT AGREEMENT,DISCHARGING
RECEIVER,AND DISMISSING ACTION RE: SETTLEMENT AGREEMENT
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2 DATED: March , 2022 Respectfully submitted,
3
4 EY
David J. Rapport, City Attorney for City of
5 Ukiah
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8 DATED: March ,2022 Respectfully submitted,
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By:
10 MARK S. ADAMS u
11 Attorney for Receiver and California
Receivership Croup
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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.
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(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
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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
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$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.}
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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