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HomeMy WebLinkAboutContracts & Agreements_27a-2009_CCv0001.pdf SETTLEMENT AGREEMENT AND RELEASE The parties to this Settlement Agreement and Release ("Agreement and Release") are: (1) City of Redlands ("Cross-Complainant"); (2) Soroptimist International of Redlands ("Cross-Defendant RECITALS This Agreement and Release is entered into with reference to the following facts: 1. Plaintiff, Mary jarie Both, sued the City of Redlands in the action entitled Mlar yr Jane Both v. City of Redlands, Case No. SCVSS 148597. The City of Redlands then filed a cross complaint against Soroptimist International of Redlands in the action entitled City of Redlands v. Soroptimist International of Redlands, Case No. SCVSS 148597 (hereinafter"action"). 3. The City of Redlands and Soroptimist International of Redlands have reached a full and final settlement, which they wish to memorialize hereby, 4. Except as expressly provided herein, this Agreement and Release Is intended to resolve all claims, including any claims for indemnity, defense fees or benefits pursuant to any additional insured endorsements which were, are or could have been raised by Cross-Defendants or Cross-Complainants, now or hereafter, in the Action. All claims are denied and contested and nothing contained herein shall be construed as an admission of liability of any kind by any party, all liability being expressly denied. TERMS OF SETTLEMENT AGREEMENT 5. The terms of settlement are as follows: a) Cross-Complainant City of Redlands shall receive the sum of $5,000.00 from Cross-Defendant Soroptimist International of Redlands. b) In return for payment of$5,000.00, Cross-Complainant City of Redlands hereby relieves, releases and discharges Cross-Defendant Soroptinlist International of Redlands and its respective successors, assigns, agents, officers, directors, attorneys, employees, representatives, affiliates, administrators, partners and shareholders, as well as any other related individuals or entities, from any and all past, present and future claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs and expenses (including but not limited to attorneys' fees), damages, actions and causes of action, known or unknown, suspected or unsuspected, which have arisen or may arise from or in connection with the Action, including any and all claims which were or could have been raised in the Action. C) Each party shall bear its own attorneys' fees and costs. d) Cross-Defendant will file the signed Request for Dismissal after 1) Cross- Defendant has received a signed copy of this Agreement and Release, and 2) Cross Defendant has forwarded the payment of$5,000.00 to Cross- Complainant. 4,33-61 o4-019� I MISCELLANEOUS PROVISIONS 6. Cross-Complainant City of Redlands and Cross-Defendant Soroptimist International of Redlands hereby waive any and all rights under Section 1542 of the Civil Code of the State of California, in connection with this Agreement and Release. Section 1542 provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or 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." In connection with such waiver and relinquishment, Cross-Complainant and Cross-Defendant acknowledge they may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those they now know or believe to be true. Nevertheless, it is the intent of Cross-Complainant and Cross-Defendant by way of this Release and with the advice of counsel, to fully, finally and forever settle this matter and release claims as described above. 7. The parties agree to execute and deliver such additional documents as are necessary to fully and completely implement this Agreement and Release. 8. The parties warrant they are authorized to execute this Agreement and Release. The parties further warrant they are the true and exclusive owners of any and all claims, rights and obligations referenced herein, including any and all claims, rights and obligations hereby released and/or waived and no claims, rights or obligations referenced herein have been conveyed, transferred or assigned to any other individual or entity, 9. This Agreement and Release is the compromise of disputed claims and nothing contained herein shall be construed as an admission of liability by the parties, by whom liability is expressly denied. 10. This Agreement and Release shall be governed by, construed and enforced in accordance with the laws of the State of California. The parties agree that venue for any action arising out of this Agreement and Release shall be the Superior Court of San Bernardino County. 11. This Agreement and Release shall not be construed against the party preparing it, but shall be construed as if all parties shared equally in its drafting and preparation. 12. This Agreement and Release shall be bind' upon and inure to the benefit of the 9 binding parties and their respective representatives, successors and assigns. 13. No breach of any provision herein may be waived unless done so in writing. Waiver of any breach shall not be deemed a waiver of any other breach of the same or any other provision herein. This Agreement and Release may be amended only by written agreement executed by the parties in interest at the time of modification. 14. Any individual signing this Agreement and Release on behalf of another individual, corporation, partnership or other entity, represents and warrants that he or she is authorized to do so. 15. Whenever required by the context hereof, the singular shall be deemed to include the plural and the plural shall be deemed to include the singular, the masculine, IS 3-(1[64-0t ,1 feminine and other neutral genders, shall be deemed to include each other. 16. This Agreement and Release constitutes the entire agreement between and among the parties and supercedes any and all prior understandings, representations, warranties and arrangements between and among the parties, pertaining to the subject matter hereof, and may be modified or amended only by written agreement signed by the parties. 17. The parties represent and declare that in executing this Agreement and Release they rely solely upon their own judgment, belief, knowledge and the advice and recommendations of their independently selected counsel. 18. The parties further represent and declare they have carefully read this Agreement and Release, understand the contents and have signed this Agreement and Release freely and voluntarily. 19, This Agreement and Release may be executed in counter-part, each of which shall be an original, but all of which shall constitute one and the same instrument. Dated: Pa May 28, 2009 ZA CIT F RE ZANDS, by its Authorized Agent, Cross-Complainant ATTEST: Lor e Poyze it Clerk May 28, 2009 Dated: January , 2009 SOFCOPTIMIST INTERNAT 0 'ALOF REDLANDS, by its Authoriz Agent, Cross-Defendant 4 S',3 3-6104-0195,1 Approved as to form and content. Dated J tai-yj , 2009 CITY OF REDLANDS F aiel J. McHu s Michael Reiter Attorneys for CITY OF REDLANDS, Cross-Complainant Dated: LEWIS BRISBOIS BISGAARD & SMITH Bryan R. Reid Russell M. Perry Attorneys for SOROPTIMIST INTERNATIONAL OF REDLANDS, Cross-Defendant SETTLEMENT AGREEMENTAND RELEASE The parties to this Settlement Agreement and Release ("Agreement and Release"are: (1) City of Redlands ("City"); (2) Redlands Community Music Association, Inc. ("RCMA"). RECITALS This Agreement and Release is entered into with reference to the following facts: 1. Plaintiff, Mary Jane Both, sued City in the action entitled Mary Jane Bq-t Y, City of Redlands, San Bernardino Superior Court Case No. SCVSS 148597 ("the Action"). 2. City then filed a cross-complaint against RCTIvLik in the Action, and RCNIlA Filed a cross-complaint against City. 3. City and RC'-\4A have reached a full and final settlement,which they wish to memorialize hereby. 4. Except as expressly provided herein, this Agreement and Release is intended to resolve all claims, including any claims for indemnity, defense fees or benefits pursuant to any additional insured endorsements which were, are or could have been raised by City or RCMA, now or hereafter, in the Action. All claims are denied and contested and nothing contained herein shall be construed as an admission of liability of any kind by any party, all liability being expressly denied. TERMS O.FSETTLEMENT AGREEMENT 5. The terms of settlement are as follows: a) City shall receive the sum of$5,000 from ROMA, and ROMA shall dismiss its cross-complaint against City. ROMA hereby relieves, releases and discharges City his respective heirs, executors, administrators, successors and assigns, release, acquit and forever discharge City, and City's elected officials, officers, employees and successors , from any and all claims, demands,rights, damages, costs, loss of service, expenses and compensation whatsoever, including but not limited to attorneys' fees and court costs, which the undersigned now has or which may hereafter accrue on account of or in any way growing out of any and all known and unknown, foreseen and unforeseen damage and the consequences thereof resulting from the Action. b) In return for payment of$5,000, City hereby relieves, releases and discharges RCMA and its respective successors, assigns, agents, officers, directors, attorneys, employees, representatives, affiliates, administrators,and partners, as well as any other related individuals or entities, from any and all claims, demands, rights, damages,costs, loss of service, expenses and compensation whatsoever, including but not limited to attorneys' fees and court costs, which the undersigned now has or which may hereafter accrue on account of or in any way growing Out of any and all known and unknown, foreseen and unforeseen damage and the consequences thereof resulting from the Action. C) City will file a signed Request for Dismissal after City has received a signed copy of this Agreement and Release and RCMA has forwarded the payment of$5,000 to City. MISCELLANEOUS PROVISIONS 6. City and ROMA hereby waive any and all rights under Section 1542 of the California Civil Code in connection with this Agreement and Release. Section 1542 provides as follows: 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 hirn or her, must have materially affected his or her settlement with the debtor" In connection with such waiver and relinquishment, City and RCMA acknowledge that they may hereafter discover claims presently unknown or unsuspected,or facts in addition to or different from those they now known to believe to be true. Nevertheless, it is the intent of City and RCMA by way of this Release and with the advice of counsel, to fully, finally and forever settle this matter and release all claims as described above. 7. City and RCMA agree to execute and deliver such additional documents as are necessary to fully and completely implement this Agreement and Release. 8. City and RCMA warrant that they are authorized to execute this Agreement and Release. City and RCMA further warrant they are the true and exclusive owners of any and all claims, rights and obligations referenced herein, including any and all claims,rights and obligations hereby released and/or waived and no claims,rights or obligations referenced herein have been conveyed, transferred or assigned to any other individual or entity. 9. This Agreement and Release is the compromise of disputed claims and nothing contained herein shall be construed as an admission of liability by City and RCMA, by whom liability is expressly denied. 10. This Agreement and Release shall be governed by, construed and enforced in, accordance with the laws of the State of California, City and RCMA agree that the venue for any action arising out of this Agreement and Release shall be the Superior Court of the County of San Bernardino, San Bernardino District. 11, This Agreement and Release shall be binding upon and inure to the benefit of City and RCMA and their respective representatives, Successors and assigns. 12. No breach of any provision herein may be waived unless done so in writing. Waiver of any breach shall not be deemed a waiver of any other breach of the same or any other provision herein. 13. Any individual signing this Agreement and Release on behalf of another individual, corporation, partnership or other entity,represents and warrants that he or she is authorized to do so. 14. This Agreement and Release constitutes the entire agreement between and among City and RCMA and supersedes any and all prior understandings, representations, warranties and arrangements between and among City and RCMA,pertaining to the Action, and may be modified or amended only by a written agreement signed by City and RCMA. 15, City and RCMA represent that they have carefully read this Agreement and Release, understand the contents and have signed this Agreement and Release freely and voluntarily. jr)(tU�q-Y Dated: AW' 2009 ATTEST: Jif H-1kRRI ON, MAYOR cit4 M- C 1 e r�V,�e&1and s 9 City of Redlands a' 2 8, 2 9 y Dated: April,2009 .. REDLANDS COMMUNITY MUSIC ASSOCIATION,INC. by its Authorized Agent.