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STANDSTILL AGREEMENT
This Standstill Agreement ("Agreement") is made this lst day of March, 1995 by and
between the City of Redlands, a municipal corporation ("City") and Long's Drug Stores ofd
California, Inc. ("Longs").
RECITALS
Whereas, on April 9, 1994, City and Longs discovered there was sewage overflowing into
Longs' facility located at 800 Tri City Center Drive in the City of Redlands, California (the
"Property"); and
Whereas,a dispute has arisen between City and Longs as to whom is responsible for causing
such sewage overflow; and
Whereas, City and Longs desire a standstill period to allow them to discuss settlement of
their dispute over the sewage backup to Longs' Property while protecting all potential claims and
defenses relating to or arising out of the dispute; and
Whereas, City and Longs believe that their on-going efforts to reach agreement on, and
cooperatively proceed with, negotiations regarding the settlement of the their dispute would be
hindered if City and Longs were required to initiate or become actively involved in litigation;
Now,therefore,in consideration of the mutual covenants contained herein,and for such other
good and valuable consideration, the receipt of which is hereby acknowledged, City and Longs
hereby agree as follows:
AGREEMENT
1. Any and all statutes of limitations applicable to any claims, causes of action, rights,
demands for arbitration or reference, actions, and proceedings, including the filing of any action
following the rejection by a public entity of a claim filed pursuant to Government Code Section
945.6, either City or Longs may have against the other party arising out of or relating to the facts
and circumstances of the dispute over the sewage backup to Longs'property, including unknown
and contingent claims, are deemed tolled as of the date first written above and shall remain tolled
until June 30, 1995 or thirty (30) days after written notice is given by either City or Longs to the
other of its intent to terminate this Agreement.
2. Any defenses which City or Longs may have, including those based on latches or
related equitable doctrines, shall not be based upon or supported in any way by the postponement
of the assertion of any claim or defense during the standstill period.
3. This Agreement in no way constitutes an admission by City or Longs of any fault
or liability,or lack thereof, on the part of either party, in relation to any potential or existing lawsuit,
claim, action or matter.
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4. This Agreement constitutes the complete understanding of City and Longs as to the
matters contained herein, and may not be modified except by a writing signed by each of the parties
hereto.
5. This Agreement may be executed in counterparts.
6. This Agreement,and the provisions contained herein,shall be construed and enforced
in accordance with, and governed by, the laws of the State of California.
7. The terms,conditions,covenants and agreements as set forth in this Agreement shall
apply to and bind the heirs, executors, administrators, successors and assigns of the parties hereto.
8. The undersigned acknowledge and represent that they have read this Agreement and
consulted with their respective attorneys concerning its contents and consequences, that this
Agreement is being executed solely in reliance on their respective judgment,belief,and knowledge
of the matters set forth herein and on the advice of their attorneys,and that this Agreement contains
the entire agreement between the parties as to the matters contained herein (except for specific
related agreements contemplated by this agreement or mutually executed written amendments to
this agreement). This Agreement, negotiated by the parties and their counsel, integrates all the
subject terms and conditions and supersedes all negotiations of previous agreements between the
parties concerning this specific subject matter of this Agreement.
Either party hereto may terminate this Agreement by providing thirty(30)days prior written
notice to the other of its intent to terminate this Agreement.
9. The signatories on behalf of City and Longs by their signatures represent and
covenant that they have the power and authority to execute this Agreement on behalf of that party.
10. In the event any action is commenced to enforce or interpret the terms or conditions
of this Agreement,the prevailing party shall, in addition to any costs or other relief be entitled to
the recovery of its reasonable attorney's fees.
In witness whereof, the parties have executed this agreement as of the date set forth below.
City of Redlands_ Longs Drug Stores `California,Inc.
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G*Y M £ uebbers, City Manager
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Date Date
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