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HomeMy WebLinkAboutContracts & Agreements_229-2019AGREEMENT OF SETTLEMENT AND GENERAL RELEASE 1 PARTIES The parties to this Agreement of Settlement and General Release ("Agreement") are Global Conductor Construction Corporation ("Plaintiff"), and City of Redlands ("Defendant") 2 RECITALS This Agreement is made with reference to the following facts 2 1 Certain disputes and controversies have arisen between. the parties hereto. 2 2 Such disputes and controversies include, but are not limited to, the claims, demands and case or causes of action set forth by the parties hereto m a civil action pending m the San Bernardino County Superior Court and entitled Global Conductor Construction Corporation v City of Redlands, et al , Case No CIVDS 1825344 2.3 It is the intention of the parties hereto to settle and dispose of, fully and completely, any and all claims, demands and cause or causes of action existing as of the effective date of this agreement and arising out of, connected with, or incidental to the dealings between parties hereto to the effective date hereof including, without limitation on the generality of the foregoing, any and all claims, demands and cause or causes of action reflected in the civil action referenced in Paragraph 2 2 above 3 DISMISSAL. Concurrently with the execution of this Agreement, Plaintiff shall dismiss, with prejudice, the civil action referenced m Paragraph 2 2 above, m exchange for the promises, covenants, conditions and payments set forth in Paragraph Four 4 PAYMENT Concurrently with the execution of this Agreement, Defendant shall pay to Plaintiff, the aggregate sum of Five Thousand Dollars ($5,000.00) 5 GENERAL RELEASE In consideration of the mutual general releases contained herein, and for other good and valuable consideration, the receipt of which is acknowledged by each party hereto, the parties promise, agree and generally release as follows 5 1 Except as to such rights or claims as may be created by this Agreement, each party hereto hereby releases, remises and forever discharges each other party hereto from any and all claims, demands and cause or causes of action existing as of the effective date and arismg out of, connected with or mcidental to the dealmgs between the parties hereto prior to the effective date hereof including, without limitation on the generality of the foregomg, any and all claims, demands and cause or causes of action reflected in the civil action referenced m Paragraph 2 2 above. 5 2 Each party to this Agreement specifically waives the benefit of provisions of Section 1542 of the Civil Code of the State of California, as follows Agreement of Settlement and General Release Page 1 of 4 A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. 6 REPRESENTATIONS AND WARRANTIES Each of the parties to this Agreement represents and warrants to, and agrees with, each party hereto, as follows 6 1 Each party has received independent legal advice from its attorneys with respect to the advisability of making the settlement provided for herein, with respect to the advisability of executing this Agreement, and with respect to the meaning of California Civil Code Section 1542 6.2 No party (nor any officer, agent, employee, representative, or attorney of or for any party), has made any statement or representation or failed to make any statement or representation to any other party regarding any fact rehed upon m. entering into this Agreement, and each party does not rely upon any statement, representation, omission or promise of any other party (or of any offices, agent, employee, representative, or attorney of or for any party), in executing this Agreement, or in making the settlement provided for herein, except as expressly stated in this Agreement 6 3 Each party to this Agreement has made such investigation of the facts pertaining to this settlement and this Agreement, and all the matters pertaining thereto, as it deems necessary 6.4 Each party or responsible officer thereof has read this Agreement and understands the contents hereof Each of the officers executing this Agreement on behalf of their respective corporations is empowered to do so and thereby binds such respective corporation 6.5 In entering into this Agreement and the settlement provided for herein, each party assumes the nsk of any misrepresentation, concealment or mistake If any party should subsequently discover that any fact relied upon by it in entering into this Agreement was untrue, or that any fact was concealed from it, or that its understanding of the facts or of the law was incorrect, such party shall not be entitled to any relief in connection therewith including, without limitation on the generality of the foregoing, any alleged right or claim to set aside or rescind this Agreement This Agreement is intended to be and is final and binding between the parties hereto, regardless of any claims of misrepresentation, promise made without the intention to perform, concealment of fact, mistake of fact or law, or of any other circumstance whatsoever 6 6 Each party has not heretofore assigned, transferred, or granted, or purported to assign, transfer, 01 grant, any of the claims, demands, and cause or causes of action disposed of by this Agreement Agreement of Settlement and General Release Page 2 of 4 6 7 Each term of this Agreement is contractual and not merely a recital 6 8 Each party is aware that it may hereafter discover claims or facts m addition to or different from, those it now knows or believes to be true with respect to the matters related herem Nevertheless, it is the intention of the parties to fully, finally and forever to settle and release all such matters, and all claims relative thereto, which do now exist, may exist, or heretofore have existed between them In furtherance of such intention, the releases given herem shall be and remain m effect as full and complete mutual releases of all such matters, notwithstanding the discovery of existence of any additional or different claims of facts relative thereto 6 9 The parties will execute all such further and additional documents as shall be reasonable, convenient, necessary or desirable to carry out the provisions of this Agreement 7 SETTLEMENT This Agreement effects the settlement of claims which are denied and contested, and nothing contained herein shall be construed as an admission by any party hereto of any liability of any kind to any other party. Each of the parties hereto demes any liability m connection with any claim and intends hereby solely to avoid litigation and buy its peace 8. MISCELLANEOUS 8.1 This Agreement shall be deemed to have been executed and delivered within the State of California and the rights and obligations of the parties hereto shall be construed and enforced m accordance with, and governed by, the laws of the State of California 8 2 This Agreement is the entire Agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and discussions This Agreement may be amended only by an agreement m writing, signed by the parties thereto 8 3 This Agreement is binding upon and shall mure to the benefit of the parties hereto, their respective agents employees, representatives, officers, directors, divisions, subsidiaries, affiliates, assigns, heirs, successors in interest and shareholders 8 4 Each party has cooperated m the drafting and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against any party 8 5 In the event of litigation relating to this Agreement, the prevailing party shall be entitled to attorney's fees and costs. 8 6 This Agreement may be executed m counterparts, and when each party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, Agreement of Settlement and General Release Page 3 of 4 and, when taken together with other signed counterparts, shall constitute one Agreement, which shall be binding upon and effective as to all parties. 8 7 The parties expressly agree that the Court shall retain jurisdiction over the terms of this settlement and shall specifically retain jurisdiction to entertain a motion to enforce the settlement should the need for such a motion arise This Agreement, consisting of four pages, is made and entered into on and as of 11-25-19 , m Redlands, California, and is effective as of this date BY GLOBAL CONDUCTOR CONSTRUCTION CORPORATION (Print Name) CITY OF REDLANDS BY /z•el() BY APPROVED AS TO • RM AND CONTENT / r Waasai, <ttomey for Plaintiff Glo ::