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Home My WebLink About971979.tiffRESOLUTION RE: APPROVE THREE SETTLEMENT AGREEMENTS AND RELEASE OF ALL CLAIMS AND AUTHORIZE CHAIR TO SIGN - OCM LITIGATION WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with three Settlement Agreements and Release of All Claims concerning the OCM Litigation between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the entities as follows: City of Vernon School Board of Polk County, Florida Colorado County Officials WHEREAS, after review, the Board deems it advisable to approve said agreements, copies of which are attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the three Settlement Agreements and Release of All Claims concerning between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and the above -listed entities be, and hereby are, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreements. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 8th day of September, A.D., 1997. A BY to t 4 Board o the Board APP' z . ' AS TO FORM: unty Att BOARD OF COUNTY COMMISSIONERS WELD OUNTY,COLO ADO Georg . Baxter, Chair Constance rbe ��1 P Temp/n,�-u/ Dale K. Hall EXCUSED DATE OF SIGNING (AYE) Barbara J. Kirkmeypr 971979 CC .` (1.4) Gti 7/erk CA0008 SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS This Release and Settlement Agreement ("Agreement") is made by and between Plaintiffs the City of Orange, City of Big Bear Lake, City of Indio, City of Palm Desert, Palm Desert Redevelopment Agency, City of Torrance, City of La Quinta, La Quinta Redevelopment Agency, City of Loma Linda, Loma Linda Redevelopment Agency, Coachella Valley Joint Powers Insurance Authority, City of Sanger, Sanger Redevelopment Agency, and Francis M. Loustalet, as Treasurer for Weld County and Board of County Commissioners of Weld County, (hereinafter "Releasors"), and defendant City of Vernon, with reference to the following: 1.0 RECITALS 1.1 Certain civil litigation has been filed in the Superior Court of the State of California for the County of Los Angeles bearing Los Angeles Superior Court Case No. BC106461 entitled City of Orange, et al. v._ Alabama_ Treasury Advisory Program. et al. (hereinafter "The Litigation"). 1.2 Subject to the terms and conditions of this Agreement, City of Vernon and Releasors wish to enter into a settlement with respect to the facts, circumstances and events referred to in the pleadings in The Litigation, or raised during the course of The Litigation. ..r.av,, 1 971979 2.0 RELEASE AND COVENANTS 2.1 For and in consideration of Six Thousand Dollars ($6,000.00), receipt of which is hereby acknowledged, Releasors hereby release, discharge and acquit City of Vernon, its subsidiaries, and each of its past, present and future officers, directors, elected and appointed officials, agents, insurers, reinsurers, servants, accountants, financial advisors, attorneys or employees, of and from any and all claims, demands, sums of money, actions, rights, causes of action, obligations and liabilities of any kind or nature, whatsoever, which the Releasors may have had or claim to have had, or now have or claim to have, or hereafter may have or assert to have, which arise out of or are in any manner whatsoever, directly or indirectly, connected with or related to The Litigation and all claims which arise out of the incident(s) or transaction(s) that gave rise to The Litigation. 2.2 Attorneys for Releasors hereby agree to execute a dismissal with prejudice of City of Vernon from the complaint described in paragraph 1.1 and forward said dismissal to counsel for City of Vernon. 2.3 In return for the promises contained herein, and for other good and valuable consideration, receipt of which is hereby acknowledged, City of Vernon hereby releases, discharges and acquits Releasors, their subsidiaries, and each of their past, present and future directors, elected and appointed ..r...... 2 971979 officials, agents, insurers, reinsurers, servants, employees, attorneys, financial advisors and accountants, of and from any and all claims, demands, debts, guaranties, sums of money, rights, costs, expenses (including attorney's fees), causes of action, actions, obligations and liabilities of any kind or nature, whatsoever ("Claims"), whether known or unknown, suspected or unsuspected, which City of Vernon had, has, or may have had, which are based upon, arise out of, or are in any manner whatsoever, directly or indirectly, connected with or related to the Litigation and the claims which arise out of the acts, incidents or transactions that gave rise to the Litigation, and the facts and circumstances alleged in the pleadings on file in the Litigation. 3.0 WAIVER OF CIVIL CODE 51542 3.1 All parties acknowledge that they have been advised by legal counsel and are familiar with the provisions of Section 1542 of the California Civil Code which provides as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. /// nadmistver 3 971979 3.2 The parties hereto and each of them being aware of said code section hereby expressly waive any and all rights that they may have thereunder. The parties understand and acknowledge that the significance and the consequence of this specific waiver of California Civil Code §1542 is that even if any party to this Agreement should eventually suffer additional damages or liabilities in any way related to or resulting from the facts and claims which are the subject of this Agreement, they will not be permitted to make any claim for those damages. Furthermore, all parties acknowledge that they intend these consequences even as to claims for any injuries, damages, losses or liabilities in any way related to or resulting from the facts and claims which are the subject of this Agreement that may exist as of the date of the Agreement but which the parties do not know exist, and which, if known, would materially affect any party's decision to execute this release, regardless of whether any party's lack of knowledge is the result of ignorance, oversight, error, negligence, or any other cause. 4.0 NO ADMISSION 4.1 This Settlement Agreement is not intended to be an admission of liability by any party hereto. 4.2 It is expressly understood and agreed by and between the parties hereto that this Settlement Agreement is the result of a compromise of disputed claims and that each of the Sawyer 4 971279 parties denies any liability whatsoever to the other parties, but in executing this Agreement, it is the intention of the parties to fully and finally dispose of any and all claims which exist or which may hereafter exist between the parties. 5.0 COSTS AND ATTORNEY'S FEES 5.1 Releasors and City of Vernon hereby agree that each party to this Agreement shall pay its own costs, expenses and attorney's fees'in connection with the prosecution of, or defense against any claim asserted in The Litigation. All parties hereto further agree that for purposes of costs and fees, or other damages or expenses, there shall be no prevailing party in The Litigation. 5.2 If an action is instituted by any party to this Agreement for breach of this Agreement, or its terms, or for breach of any warranty or representation, or to interpret or enforce this Agreement, the prevailing party shall be entitled to recover their reasonable attorney's fees and other costs, including all attorney's fees and costs of suit incurred in connection with the executing and collection upon final judgment in said litigation in addition to any other relief. rthestiner 5 6.0 COUNTERPARTS 6.1 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and which taken together shall constitute one and the same instrument and Agreement. A photocopy of a signed counterpart may be used in lieu of an original for all purposes for which an original may be used. 7.0 AUTHORITY; WARRANTIES 7.1 The parties hereto, and each of them, recognize that it is the intent of all parties to this Agreement, in entering into this Agreement, to resolve, as between these parties, the Litigation. Accordingly, the parties, and each of them, warrant and represent as follows: a. Neither they nor. any individual or entity in which they are an owner or which is controlled by them has any intention nor will it assert any claims or file any lawsuits against the other party which are based upon the facts, circumstances and events referred to in the Litigation; b. The parties hereto and each of them, have not assigned any right, title or interest in A sty., 6 971979 or to any claim, cause of action, obligation, right, or instrument which may presently exist or may have existed in the past, or may exist in the future against any party to this Agreement or their assigns; and c. Each of the persons and entities executing this Agreement on behalf of any party hereto is authorized and empowered to do so. 8.0 MISCELLANEOUS 8.1 The parties hereto agree and covenant not to institute any lawsuit against the other which is based on any claims released or resolved by this Agreement or which is in derogation of this Agreement. 8.2 The parties hereto, and each of them, represent and warrant that in agreeing to the terms of this Agreement, they have read the Agreement, they have received independent legal advice from the counsel of their choice with respect to the advisability of making this Agreement, they are aware of the content and legal effect of this Agreement and have full knowledge of all rights which they may have, and they are acting on the advice of counsel of their choice. 8.3 No party has made any statement, representation, or promise, other than as set forth herein, to any other party in Seaver 7 entering into this Agreement and all parties acknowledge that in entering into this Agreement they have not relied upon any representations, promises, or conditions not specifically set forth herein. Any representation, warranty, promise, or condition, whether written or oral, not specifically incorporated herein shall not be binding upon any of the parties hereto. 8.4 The terms hereof are severable, and the invalidity of any term hereof shall not affect the validity of any other term. 8.5 This Settlement Agreement shall inure to the benefit of and be binding upon the heirs, administrators, executors, successors and assigns of the respective parties hereto, and each of them. 8.6 Time is of the essence of all terms hereof. 8.7 Each party and their attorneys shall sign all documents, and do all other things reasonably necessary to carry out the purpose, intent, and terms of this Agreement. 8.8 This Agreement is made and entered into in the State of California and shall be interpreted, applied, and enforced under and pursuant to the laws of said State. 8.9 This Agreement constitutes a single, integrated, written contract and expresses the entire agreement between the parties pertaining to the subject matter contained in it and supersedes any and all prior or contemporaneous agreements, representations, or understandings of the parties. No / / / r.w....« 8 971979 supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all of the parties. 8.10 The consideration hereinabove recited is contractual and not mere recital. I CERTIFY THAT I HAVE READ THE FOREGOING AGREEMENT IN ITS ENTIRETY, INCLUDING CIVIL CODE SECTION 1542 CITED HEREIN, THAT I FULLY UNDERSTAND ALL OF THE LANGUAGE CONTAINED HEREIN, AND THAT I AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET FORTH HEREIN. IN WITNESS WHEREOF, the parties hereto have entered into and executed this agreement as of the date first mentioned. FOR PLAINTIFFS DATED: , 1997 DATED: , 1997 DATED: , 1997 DATED: , 1997 reles..... Authorized Representative of the CITY OF ORANGE Authorized Representative of the CITY OF BIG BEAR LAKE Authorized Representative of the CITY OF INDIO Authorized Representative of the CITY OF PALM DESERT 9 971979 DATED: , 1997 Authorized Representative of the PALM DESERT REDEVELOPMENT AGENCY DATED: , 1997 DATED: , 1997 DATED: , 1997 DATED: , 1997 DATED: ,'1997 DATED: , 1997 DATED: , 1997 DATED: , 1997 s -a - Authorized Representative of the CITY OF TORRANCE Authorized Representative of the CITY OF LA QUINTA Authorized Representative of the LA QUINTA REDEVELOPMENT AGENCY Authorized Representative of the CITY OF LOMA LINDA Authorized Representative of the LOMA LINDA REDEVELOPMENT AGENCY Authorized Representative of the COACHELLA VALLEY JOINT POWERS INSURANCE AUTHORITY Authorized Representative of the CITY OF SANGER Authorized Representative of the SANGER REDEVELOPMENT AGENCY 10 971979 DATED: 9— V , 1997 DATED: uthorized Representative of the FRANCIS M. LOUSTALET, AS TREASURER FOR WELD COUNTY AND BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY APPROVED AS TO FORM AND CONTENT: HOWARTH & SMITH , 1997 By: Don Howarth Attorney for Plaintiffs CITY OF ORANGE, CITY OF BIG BEAR LAKE, CITY OF INDIO, CITY OF PALM DESERT, PALM DESERT REDEVELOPMENT AGENCY, CITY OF TORRANCE, CITY OF LA QUINTA, LA QUINTA REDEVELOPMENT AGENCY, CITY OF LOMA LINDA, LOMA LINDA REDEVELOPMENT AGENCY, COACHELLA VALLEY JOINT POWERS INSURANCE AUTHORITY, CITY OF SANGER, SANGER REDEVELOPMENT AGENCY AND FRANCIS M. LOUSTALET, AS TREASURE FOR WELD COUNTY AND BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY 11 971379 FOR DEFENDANT City of Vernon DATED: , 1997 Authorized Representative of the City of Vernon APPROVED AS TO FORM AND CONTENT: SELMAN & BREITMAN, ATTORNEYS AT LAW DATED: , 1997 Elaine K. Fresch, Esq. Attorneys for Defendant City of Vernon DATED: , 1997 Eric Fresch, Esq. Attorneys for Defendant City of Vernon release. cor 12 971979 SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS This Release and Settlement Agreement ("Agreement") is made by and between Plaintiffs the City of Orange, City of Big Bear Lake, City of Indio, City of Palm Desert, Palm Desert Redevelopment Agency, City of Torrance, City of La Quinta, La Quinta Redevelopment Agency, City of Loma Linda, Loma Linda Redevelopment Agency, Coachella Valley Joint Powers Insurance Authority, City of Sanger, Sanger Redevelopment Agency, and Francis M. Loustalet, as Treasurer for Weld County and Board of County Commissioners of Weld County, (hereinafter "Releasors"), and defendant School Board of Polk County, Florida ("School Board of Polk County, Florida"), with reference to the following: 1.0 RECITALS 1.1 Certain civil litigation has been filed in the Superior Court of the State of California for the County of Los Angeles bearing Los Angeles Superior Court Case No. BC106461 entitled City of Orange. et al. v. Alabama Treasury Advisory Program. et al. (hereinafter "The Litigation"). 1.2 Subject to the terms and conditions of this Agreement, School Board of Polk County, Florida and Releasors wish to enter into a settlement with respect to the facts, / / / rek.ss.sbp 1 971979 circumstances and events referred to in the pleadings in The Litigation, or raised during the course of The Litigation. 2.0 RELEASE AND COVENANTS 2.1 For and in consideration of Twenty Thousand Dollars ($20,000.00), receipt of which is hereby acknowledged, Releasors hereby release, discharge and acquit School Board of Polk County, Florida, its subsidiaries, and each of its past, present and future officers, directors, elected and appointed officials, agents, insurers, reinsurers, servants, accountants, financial advisors, attorneys and employees, of and from any and all claims, demands, debts, guaranties, sums of money, costs, expenses (including attorney's fees), actions, rights, causes of action, obligations and liabilities of any kind or nature, whatsoever, which the Releasors had, have, may have had or claim to have had, or now have or claim to have, or hereafter may have or assert to have, which are based upon, arise out of, or are in any manner whatsoever, directly or indirectly, connected with or related to The Litigation and all claims which arise out of the acts, incident(s) or transaction(s) that gave rise to The Litigation, and/or the facts and circumstances alleged in the pleadings on file in The Litigation. 2.2 Attorneys for Releasors hereby agree to execute a dismissal with prejudice of School Board of Polk County, Florida / / / rageseabp 2 971979 from the complaint described in paragraph 1.1 and forward said dismissal to counsel for School Board of Polk County, Florida. 2.3 In return for the promises contained herein, and for other good and valuable consideration, receipt of which is hereby acknowledged, School Board of Polk County, Florida hereby releases, discharges and acquits Releasors, their subsidiaries, and each of their past, present and future directors, elected and appointed officials, agents, insurers, reinsurers, servants, employees, attorneys, financial advisors and accountants, of and from any and all claims, demands, debts, guaranties, sums of money, rights, costs, expenses (including. attorney's fees), causes of action, actions, obligations and liabilities of any kind or nature, whatsoever, whether known or unknown, suspected or unsuspected, which School Board of Polk County, Florida had, has, or may have had, which are based upon, arise out of, or are in any manner whatsoever, directly or indirectly, connected with or related to The Litigation and the claims which arise out of the acts, incidents or transactions that gave rise to The Litigation, and the facts and circumstances alleged in the pleadings on file in The Litigation. 3.0 WAIVER OF CIVIL CODE 61542 3.1 All parties acknowledge that they have been advised by legal counsel and are familiar with the provisions of / / ..k..eabp 3 Section 1542 of the California Civil Code which provides as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. 3.2 The parties hereto and each of them being aware of said code section hereby expressly waive any and all rights that they may have thereunder with respect to the matters released in paragraphs 2.1 and 2.3 above. The parties understand and acknowledge that the significance and the consequence of this specific waiver of California Civil Code §1542 is that even if any party to this Agreement should eventually suffer additional damages or liabilities in any way related to or resulting from the facts and claims which are the subject of this Agreement, they will not be permitted to make any claim for those damages. Furthermore, all parties acknowledge that they intend these consequences even as to claims for any injuries, damages, losses or liabilities in any way related to or resulting from the facts and claims which are the subject of this Agreement that may exist as of the date of the Agreement but which the parties do not know exist, and which, if known, would materially affect any party's decision to execute this release, regardless of whether any party's lack of knowledge is the result of ignorance, oversight, error, negligence, or any other cause. rdnrerbp 4 9'71979 4.0 $O ADMISSION 4.1 This Agreement is not intended to be an admission of liability by any party hereto. 4.2 It is expressly understood and agreed by and between the parties hereto that this Agreement is the result of a compromise of disputed claims and that each of the parties denies any liability whatsoever to the other parties, but in executing this Agreement, it is the intention of the parties to fully and finally dispose of any and all claims which exist or which may hereafter exist between the parties. 5.0 COSTS AND ATTORNEY'S FEES 5.1 Releasors and School Board of Polk County, Florida hereby agree that each party to this Agreement shall pay its own costs, expenses and attorney's fees in connection with the prosecution of, or defense against any claim asserted in The Litigation. All parties hereto further agree that for purposes of costs and fees, or other damages or expenses, there shall be no prevailing party in The Litigation. 5.2 If an action is instituted by any party to this Agreement for breach of this Agreement, or its terms, or for breach of any warranty or representation, or to interpret or enforce this Agreement, the prevailing party shall be entitled to recover their reasonable attorney's fees and other costs, Meue..bp 5 371379 including all attorney's fees and costs of suit incurred in connection with the executing and collection upon final judgment in said litigation in addition to any other relief. 6.0 COUNTERPARTS 6.1 This:Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and which taken together shall constitute one and the same instrument and Agreement. A photocopy of a signed counterpart may be used in lieu of an original for all purposes for which an original may be used. 7.0 AUTHORITY: WARRANTIES 7.1 The parties hereto, and each of them, recognize that it is the intent of all parties to this Agreement, in entering into this Agreement, to resolve, as between these parties, the Litigation. Accordingly, the parties, and each of them, warrant and represent as follows: a. Neither they nor any individual or entity in which they are an owner or which is controlled by them has any intention nor will it assert any claims or file any lawsuits against the other party which are based upon the facts, circumstances and events referred to in the Litigation; reka.eabp 6 971979 b. The parties hereto and each of them, have not assigned any right, title or interest in or to any claim, cause of action, obligation, right, or instrument which may presently exist or may have existed in the past, or may exist in the future against any party to this Agreement or their assigns; and c. Each of the persons and entities executing this Agreement on behalf of any party hereto is authorized and empowered to do so. 8.0 MISCELLANEOUS 8.1 The parties hereto agree and covenant not to institute any lawsuit against the other which is based on any claims released or resolved by this Agreement or which is in derogation of this Agreement. 8.2 The parties hereto, and each of them, represent and warrant that in agreeing to the terms of this Agreement, they have read the Agreement, they have received independent legal advice from the counsel of their choice with respect to the advisability of making this Agreement, they are aware of the content and legal effect of this Agreement and have full knowledge of all rights which they may have, and they are acting on the advice of counsel of their choice. relentuibp 7 8.3 No party has made any statement, representation, or promise, other than as set forth herein, to any other party in entering into this Agreement and all parties acknowledge that in entering into this Agreement they have not relied upon any representations, promises, or conditions not specifically set forth herein. Any representation, warranty, promise, or condition, whether written or oral, not specifically incorporated herein shall not be binding upon any of the parties hereto. 8.4 The terms hereof are severable, and the invalidity of any term hereof shall not affect the validity of any other term. 8.5 This Agreement shall inure to the benefit of and be binding upon the heirs, administrators, executors, successors and assigns of the respective parties hereto, and each of them. 8.6 Time is of the essence of all terms hereof. 8.7 Each party and their attorneys shall sign all documents, and do all other things reasonably necessary to carry out the purpose, intent, and terms of this Agreement. 8.8 This Agreement is made and entered into in the State of California and shall be interpreted, applied, and enforced under and pursuant to the laws of said State. 8.9 This Agreement constitutes a single, integrated, written contract and expresses the entire agreement between the parties pertaining to the subject matter contained in it and supersedes any and all prior or contemporaneous agreements, representations, or understandings of the parties. No .de..a*bp 8 971979 supplement, modification, or amendment of this Agreementshall be binding unless executed in writing by all of the parties. 8.10 The consideration hereinabove recited is contractual and not mere recital. I CERTIFY THAT I HAVE READ THE FOREGOING AGREEMENT IN ITS ENTIRETY, INCLUDING CIVIL CODE SECTION 1542 CITED HEREIN, THAT I FULLY UNDERSTAND ALL OF THE LANGUAGE CONTAINED HEREIN, AND THAT I AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET FORTH HEREIN. IN WITNESS WHEREOF, the parties hereto have entered into and executed this agreement as of the date first mentioned. FOR PLAINTIFFS DATED: 1997 DATED: , 1997 DATED: , 1997 DATED: , 1997 nkawbp Authorized Representative of the CITY OF ORANGE Authorized Representative of the CITY OF BIG BEAR LAKE Authorized Representative of the CITY OF INDIO Authorized Representative of the CITY OF PALM DESERT 9 DATED: , 1997 DATED: , 1997 DATED: , 1997 DATED: , 1997 DATED: , 1997 DATED: , 1997 DATED: , 1997 DATED: , 1997 rdr..e by Authorized Representative of the PALM DESERT REDEVELOPMENT AGENCY Authorized Representative of the CITY OF TORRANCE Authorized Representative of the CITY OF LA QUINTA Authorized Representative of the LA QUINTA REDEVELOPMENT AGENCY Authorized Representative of the CITY OF LOMA LINDA Authorized Representative of the LOMA LINDA REDEVELOPMENT AGENCY Authorized Representative of the COACHELLA VALLEY JOINT POWERS INSURANCE AUTHORITY Authorized Representative of the CITY OF SANGER 10 371.979 DATED: , 1997 Authorized Representative of the SANGER REDEVELOPMENT AGENCY DATED: 9— 0 , 1997 Afithor' ed Representative of the FRANCIS M. LOUSTALET, AS TREASURER FOR WELD COUNTY AND BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY APPROVED AS TO FORM AND CONTENT: HOWARTH & SMITH DATED: , 1997 By: Don Howarth rdwreabp Attorney for Plaintiffs CITY OF ORANGE, CITY OF BIG BEAR LAKE, CITY OF INDIO, CITY OF PALM DESERT, PALM DESERT REDEVELOPMENT AGENCY, CITY OF TORRANCE, CITY OF LA QUINTA, LA QUINTA REDEVELOPMENT AGENCY, CITY OF LOMA LINDA, LOMA LINDA REDEVELOPMENT AGENCY, COACHELLA VAra.FY JOINT POWERS INSURANCE AUTHORITY, CITY OF SANGER, SANGER REDEVELOPMENT AGENCY AND FRANCIS M. LOUSTALET, AS TREASURE FOR WELD COUNTY AND BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY 11 971979 FOR DEFENDANT School Board of Polk County, Florida DATED: , 1997 Authorized Representative of School Board of Polk County, Florida APPROVED AS TO FORM AND CONTENT: LANE, TROHN, CLARKE, BERTRAND, VREELAND & JACOBSEN, P.A. DATED: , 1997 By Dabney L. Conner, Esq. Attorney for Defendant School Board of Polk County, Florida rdn.e..bp 12 971979 SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS This Release and Settlement Agreement ("Agreement") is made by and between Plaintiffs the City of Orange, City of Big Bear Lake, City of Indio, City of Palm Desert, Palm Desert Redevelopment Agency, City of Torrance, City of La Quinta, La Quinta Redevelopment Agency, City of Loma Linda, Loma Linda Redevelopment Agency, Coachella Valley Joint Powers Insurance Authority, City of Sanger, Sanger Redevelopment Agency, and Francis M. Loustalet, as Treasurer for Weld County and Board of County Commissioners of Weld County, (hereinafter "Releasors"), and defendant Colorado County Officials and Employees Retirement Association (erroneously sued as County Officials and Employees Retirement Association), with reference to the following: 1.0 RECITALS 1.1 Certain civil litigation has been filed in the Superior Court of the State of California for the County of Los Angeles bearing Los Angeles Superior Court Case No. BC106461 entitled City of Orange. et al. v. Alabama Treasury Advisory Program, et al. (hereinafter "The Litigation"). 1.2 Subject to the terms and conditions of this Agreement, Colorado County Officials and Employees Retirement Association and Releasors wish to enter into a settlement with 1 971979 respect to the facts, circumstances and events referred to in the pleadings in The Litigation, or raised during the course of The Litigation. 2.0 RELEASE AND COVENANTS 2.1 For and in consideration of Eleven Thousand Dollars ($11,000.00), receipt of which is hereby acknowledged, Releasors hereby release, discharge and acquit Colorado County Officials and Employees Retirement Association, its subsidiaries, and each of its past, present and future officers, directors, elected and appointed officials, agents, insurers, reinsurers, servants, accountants, financial advisors, attorneys or employees, of and from any and all claims, demands, sums of money, actions, rights, causes of action, obligations and liabilities of any kind or nature, whatsoever, which the Releasors may have had or claim to have had, or now have or claim to have, or hereafter may have or assert to have, which arise out of or are in any manner whatsoever, directly or indirectly, connected with or related to The Litigation and all claims which arise out of the incident(s) or transaction(s) that gave rise to The Litigation. 2.2 Attorneys for Releasors hereby agree to execute a dismissal with prejudice of Colorado County Officials and Employees Retirement Association from the complaint described in / / / Sawa 2 971979 paragraph 1.1, cause it to be filed in the court specified in that paragraph, and forward said dismissal to counsel for Colorado County Officials and Employees Retirement Association. 2.3 In return for the promises contained herein, and for other good and valuable consideration, receipt of which is hereby acknowledged, Colorado County Officials and Employees Retirement Association hereby releases, discharges and acquits Releasors, their subsidiaries, and each of their past, present and future directors, elected and appointed officials, agents, insurers, reinsurers, servants, employees, attorneys, financial advisors and accountants, of and from any and all claims, demands, debts, guaranties, sums of money, rights, costs, expenses (including attorney's fees), causes of action, actions, obligations and liabilities of any kind or nature, whatsoever ("Claims"), whether known or unknown, suspected or unsuspected, which Colorado County Officials and Employees Retirement Association had, has, or may have had, which are based upon, arise out of, or are in any manner whatsoever, directly or indirectly, connected with or related to the Litigation and the claims which arise out of the acts, incidents or transactions that gave rise to the Litigation, and the facts and circumstances alleged in the pleadings on file in the Litigation. / / / / / / / / / / / / reiessacee 3 971979 3.0 !flail CIVIL CODS 61542 3.1 All parties acknowledge that they have been advised by legal counsel and are familiar with the provisions of Section 1542 of the California Civil Code which provides as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. 3.2 The parties hereto and each of them being aware of said code section hereby expressly waive any and all rights that they may have thereunder. The parties understand and acknowledge that the significance and the consequence of this specific waiver of California Civil Code §1542 is that even if any party to this Agreement should eventually suffer additional damages or liabilities in any way related to or resulting from the facts and claims which are the subject of this Agreement, they will not be permitted to make any claim for those damages. Furthermore, all parties acknowledge that they intend these consequences even as to claims for any injuries, damages, losses or liabilities in any way related to or resulting from the facts and claims which are the subject of this Agreement that may exist as of the date of the Agreement but which the parties do not know exist, and which, if known, would materially affect any party's decision to execute 971979 this release, regardless of whether any party's lack of knowledge is the result of ignorance, oversight, error, negligence, or any other cause. 4.0 NO ADMISSION 4.1 This Settlement Agreement is not intended to be an admission of liability by any party hereto. 4.2 It is expressly understood and agreed by and between the parties hereto that this Settlement Agreement is the result of a compromise of disputed claims and that each of the parties denies any liability whatsoever to the other parties, but in executing this Agreement, it is the intention of the parties to fully and finally dispose of any and all claims which exist or which may hereafter exist between the parties. 5.0 COSTS AND ATTORNEY'S FEES 5.1 Releasors and Colorado County Officials and Employees Retirement Association hereby agree that each party to this Agreement shall pay its own costs, expenses and attorney's fees in connection with the prosecution of, or defense against any claim asserted in The Litigation. All parties hereto further agree that for purposes of costs and fees, or other damages or expenses, there shall be no prevailing party in The Litigation. 5.2 If an action is instituted by any party to this Agreement for breach of this Agreement, or its terms, or for 5 971979 breach of any warranty or representation, or to interpret or enforce this Agreement, the prevailing party shall be entitled to recover their reasonable attorney's fees and other costs, including all attorney's fees and costs of suit incurred in connection with the executing and collection upon final judgment in said litigation in addition to any other relief. 6.0 COUNTERPARTS 6.1 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and which taken together shall constitute one and the same instrument and Agreement. A photocopy of a signed counterpart may be used in lieu of an original for all purposes for which an original may be used. 7.0 AUTHORITY; WARRANTIES 7.1 The parties hereto, and each of them, recognize that it is the intent of all parties to this Agreement, in entering into this Agreement, to resolve, as between these parties, the Litigation. Accordingly, the parties, and each of them, warrant and represent as follows: a. Neither they nor any individual or entity in which they are an owner or which is controlled by them has any intention nor will it rekesease 6 971979 assert any claims or file any lawsuits against the other party which are based upon the facts, circumstances and events referred to in the Litigation; b. The parties hereto and each of them, have not assigned any right, title or interest in or to any claim, cause of action, obligation, right, or instrument which may presently exist or may have existed in the past, or may exist in the future against any party to this Agreement or their assigns; and c. Each of the persons and entities executing this Agreement on behalf of any party hereto is authorized and empowered to do so. 8.0 MISCELLANEOUS 8.1 The parties hereto agree and covenant not to institute any lawsuit against the other which is based on any claims released or resolved by this Agreement or which is in derogation of this Agreement. 8.2 The parties hereto, and each of them, represent and warrant that in agreeing to the terms of this Agreement, they have read the Agreement, they have received independent legal ..w...... 7 971979 advice from the counsel of their choice with respect to the advisability of making this Agreement, they are aware of the content and legal effect of this Agreement and have full knowledge of all rights which they may have, and they are acting on the advice of counsel of their choice. 8.3 No party has made any statement, representation, or promise, other than as set forth herein, to any other party in entering into this Agreement and all parties acknowledge that in entering into this Agreement they have not relied upon any representations, promises, or conditions not specifically set forth herein. Any representation, warranty, promise, or condition, whether written or oral, not specifically incorporated herein shall not be binding upon any of the parties hereto. 8.4 The terms hereof are severable, and the invalidity of any term hereof shall not affect the validity of any other term. 8.5 This Settlement Agreement shall inure to the benefit of and be binding upon the heirs, administrators, executors, successors and assigns of the respective parties hereto, and each of them. 8.6 Time of the essence of all terms hereof. 8.7 Each party and their attorneys shall sign all documents, and do all other things reasonably necessary to carry out the purpose, intent, and terms of this Agreement. / / / / / / '.lamas, 8 971.979 8.8 This Agreement is made and entered into in the State of California and shall be interpreted, applied, and enforced under and pursuant to the laws of said State. 8.9 This Agreement constitutes a single, integrated, written contract and expresses the entire agreement between the parties pertaining to the subject matter contained in it and supersedes any and all prior or contemporaneous agreements, representations, or understandings of the parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all of the parties. 8.10 The consideration hereinabove recited is contractual and not mere recital. I CERTIFY THAT I HAVE READ THE FOREGOING AGREEMENT IN ITS ENTIRETY, INCLUDING CIVIL CODE SECTION 1542 CITED HEREIN, THAT I FULLY UNDERSTAND ALL OF THE LANGUAGE CONTAINED HEREIN, AND THAT I AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET FORTH HEREIN. IN WITNESS WHEREOF, the parties hereto have entered into and executed this agreement as of the date first mentioned. FOR PLAINTIFFS DATED: , 1997 Authorized Representative of the CITY OF ORANGE rtlLnacn 9 971979 DATED: , 1997 Authorized Representative of the CITY OF BIG BEAR LAKE DATED: 1997 DATED: , 1997 DATED: , 1997 DATED: , 1997 DATED: , 1997 DATED: , 1997 DATED: , 1997 DATED: , 1997 Mamas ma Authorized Representative of the CITY OF INDIO Authorized Representative of the CITY OF PALM DESERT Authorized Representative of the PALM DESERT REDEVELOPMENT AGENCY Authorized Representative of the CITY OF TORRANCE Authorized Representative of the CITY OF LA QUINTA Authorized Representative of the LA QUINTA REDEVELOPMENT AGENCY Authorized Representative of the CITY OF LOMA LINDA Authorized Representative of the LOMA LINDA REDEVELOPMENT AGENCY 10 971979 DATED: , 1997 Authorized Representative of the COACHELLA VALLEY JOINT POWERS INSURANCE AUTHORITY DATED: , 1997 Authorized Representative of the CITY OF SANGER DATED: , 1997 Authorized Representative of the SANGER REDEVELOPMENT AGENCY DATED: DATED: flagman 9-c, , 1997 uthos'ized Representative � of the FRANCIS M. LOUSTALET, AS TREASURER FOR WELD COUNTY AND BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY APPROVED AS TO FORM AND CONTENT: HOWARTH & SMITH , 1997 By: Don Howarth Attorney for Plaintiffs CITY OF ORANGE, CITY OF BIG BEAR LAKE, CITY OF INDIO, CITY OF PALM DESERT, PALM DESERT REDEVELOPMENT AGENCY, CITY OF TORRANCE, CITY OF LA QUINTA, LA QUINTA REDEVELOPMENT AGENCY, CITY OF LOMA LINDA, LOMA LINDA REDEVELOPMENT AGENCY, COACHELLA VALLEY JOINT POWERS INSURANCE AUTHORITY, CITY OF SANGER, SANGER REDEVELOPMENT AGENCY AND FRANCIS M. LOUSTALET, AS TREASURE FOR WELD COUNTY AND BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY 11 971979 FOR DEFENDANT Colorado County Officials and Employees Retirement Association DATED: ,:1997 Authorized Representative of Colorado County Officials and Employees Retirement Association APPROVED AS TO FORM AND CONTENT: SHOEMAKER, WHAM, KRISOR & SHOEMAKER DATED: , 1997 Edward J. Krisor, Esq. Attorney for Defendant COLORADO COUNTY OFFICIALS AND EMPLOYEES RETIREMENT ASSOCIATION 12 971979 BORCHARD & WILLOUGHBY ATTORNEYS AT LAW A PROFESSIONAL CORPORATION August 28, 1997 Lee Morrison, Esq. Weld County 915 Tenth Street Greeley, Colorado 80631 Dear Lee: Re: OCM Litigation Enclosed are the following documents: 1. Three sets of draft discovery responses plus original verifications to be executed as usual. I will provide the missing information to Howarth &Smith / 2. Settlement Agreements to be executed for City of Vernon, School Board of Polk County, Florida, Colorado County Officials, and County of Mobile. My 1 records show that Weld County already executed, and I forwarded to Howarth & Smith, the agreement for County of Mobile, but apparently it was misplaced. If it is not a problem, I would appreciate another copy being signed and returned to me at your cony As always, please call me if you have any questions on any of the above. Best regards. MLW:aw Enclosures Very truly yours, i v \ Michael L. Willoughby for BORCHARD & WILLOUGHBY 9'71.'x'79 18881 Von Karman Avenue, Suite 1400, Irvine. California 92715 • (714) 644-6161 • Telefax (714) 263-1913 Hello