Loading...
1996-0119_EMCON_Settlement Agreement0 • SETTLEMENT AGREEMENT AND RELEASE This Agreement is made and entered into as of this 213 day of 194, by and between EMCON and San Juan Capistrano Community Redevelopme t Agency ("SJCCA"). I. FACTUAL RECITALS 1.0 This Agreement is entered into with reference to the following facts: 1.1 EMCON has performed certain professional services for SJCCRA pertaining to the El Peon Complex at 26832 and 26842 Ortega Highway in the City of San Juan Capistrano ( herein referred to as the "Project"). After the completion of the work of EMCON associated with the Project, certain claims have been brought to the attention of the SJCCRA by the subsequent purchasers of the Project property. which the SJCCRA has alleged is resultant from the work of EMCON on the Project. 1.3 It is now the desire and intention of EMCON and SJCCRA to settle and resolve all disputes, differences and claims which SJCCRA may now or in the future have against EMCON pertaining to the Project. Pursuant to and in accordance with this desire, and without admitting to any liability whatsoever on the part of any party, and in consideration for the promises and release contained herein, the parties agree as set forth below. II. OBLIGATIONS OF EMCON 2.0 Within 30 days of the execution of this Agreement EMCON shall pay to the SJCCRA the sum of $15,700. Such payment shall constitute ample and just consideration for the obligations and release discussed in Sections III and IV of this Agreement. III. OBLIGATIONS OF SJCCRA 3.0 The SJCCRA shall accept the payment of EMCON in the amount of $15,700. Such acceptance shall constitute ample and just consideration for the granting of the release discussed in Section IV of this Agreement. IV. RELEASE 4.0 Except with respect to the obligations arising from Sections II and III of this Agreement, SJCCRA for itself and its legal successors and assigns, hereby fully releases and absolutely and forever discharges EMCON and its respective shareholders, officers, directors, employees, agents, attorneys, legal successors and assigns (each of whom is a beneficiary of this Agreement), of and from any and all claims, demands, damages, debts, liabilities, accounts, reckonings, obligations, costs, expenses, liens, actions and causes of action of every kind and nature whatsoever, which it now has, owns or holds, or at any time heretofore ever had, owned or held, or could, shall or may hereafter have, own or hold against EMCON, whether now known or unknown, suspected or unsuspected which relate in any way to the Project and EMCON's alleged performance or nonperformance all of which are hereinafter referred to as the "Released Matters". I Rev. 0. 101ION50C 4.1 It is the parties intention in executing this Agreement and in giving and receiving the consideration called for by this Agreement that this Agreement shall be effective as a full and final accord and satisfaction of all Released Matters. The parties each acknowledge that it is aware that it or its attorneys, accountants or others may hereafter discover claims, applicable law or facts in addition to or different from those which it now knows or believes to exist with respect to the Released Matters. It is the intention of each party fully to assume all risks of law or fact or both that may now exist. Each party to this Agreement intends this Agreement to fully, finally and forever settle and release all disputes and differences with respect to the Released Matters. In furtherance of this intention, the release given in Section 4.0 of this Agreement shall be and remain in effect as a full and complete release notwithstanding the discovery of existence of any such additional or different law, claim or fact. 4.2 SJCCRA warrants and represents to EMCON that it is the sole and lawful owner of all right, title and interest in and to all of the Released Matters and that it has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer to any person whomsoever any claim, demand or right against the other relating to any Released Matter. SJCCRA shall indemnify and hold harmless EMCON from and against any claim, demand, damage, debt, liability, account, reckoning, obligation, cost, expense, lien, action or cause of action (including payment of attorneys' fees and costs actually incurred whether or not litigation be commenced) based on or in connection with or arising out of any such assignment or transfer or purported or claimed assignment or transfer. 4.3 SJCCRA acknowledges that it is familiar with Section 1542 of the Civil Code of the State of California, which provides that "[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." SJCCRA waives any right or benefit which it has or may have under Section 1542. V. BENEFICIARIES 5.0 This Agreement is not for the benefit of any person who is not a party signatory hereto or specifically named a beneficiary in this Agreement. The provisions of this Agreement and the releases contained herein shall extend to and inure to the benefit of and be binding upon, in addition to EMCON and SJCCRA, just as if they had executed this Agreement: the respective legal successors and assigns of each of EMCON and SJCCRA; each and every entity which now is or ever was a division, parent or subsidiary of EMCON and SJCCRA and their respective legal successors and assigns; the respective past and present shareholders, officers, directors, agents, employees and attorneys of EMCON and SJCCRA and their respective legal successors and assigns; and each of the foregoing. VI. ATTORNEYS' FEES 6.0 Each party shall bear its own costs and attorneys' fees with respect to the Released Matters. 0CuAS1OlGEM3010A.DOC-95Wkl:1 2 Rev. 0, 10/10,950C 0 0 6.1 The prevailing party shall be entitled to recover from the losing party its attorneys' fees and costs incurred in any lawsuit or other action brought to enforce any right arising out of this Agreement. VII. GENERAL 7.0 This Agreement and the releases contained herein and the payment of the monetary consideration referred to herein effect the settlement of claims which are denied and contested and neither anything contained herein nor the payment of any sum provided for herein shall be construed as an admission by a party hereto of any liability of any kind to the other party. Each party expressly denies that it is in any way liable or indebted to the other party, except as set forth herein. 7.1 This Agreement shall in all respects be interpreted, enforced and governed by and under the laws of the State of California Any claim or cause of action arising out of this Agreement shall be brought by the complaining party in the appropriate federal or state court located in the State of California. 7.2 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral. This Agreement may not be altered or amended except by an instrument in writing executed by all of the parties hereto. IN WITNESS WHEREOF, the parties hereto have executed this Settlement Agreement and Release as of the date fust written above. EMCON By: G card E. Morgan Branch Manager San Juan Capistrano Community Redevelopment in Title F*ecuti* Director rllwufz� Richard Denhalter Agency Counsel 0CUASJCK1EM3010A.V0C-95\dk1:1 3 Rev. 0, 10/10/950C Mon • • RE NUMBER . z - P O Box 349014 DATE VENDOR Sacramento CA 95834-9014 NUMBER VOUCHER INVOICE INVOICE INVOICE DISCOUNTS PREVIOUS NET DATE NUMBER AMOUNT PAYMENTS AMOUNT FORMAT Emcon P O Box 349014 Sacramento CA 95834-9014 ACCOUNTING OFFICE: 918-928-1090 TOTAL 033041 BANK OF OAUFORN1A SAN MATEO. CA 944M CHECK REFERENCE 11-1/1210 DATE NUMBER AMOUNT 3*'15,700_0Q PAY E TL'. L' ..:0 SIV ; �. G_ti .:CtiDd2LL S 100 DOT L.%,ZS TO SA': J[:A\ '— iPIST_RANO COMMUNITY REDEV. AGENCY 2100 ^ASEO ' DELA`:TIO ";1'i Tr' I1-CAPISTRAN, CA 9 673 11.0 3 304 1118 1: i E 30000681: 00 3,v8 46604u& A Fmcon AUTHORIZED SIGNATURE fmcon . • REFERENCENUMBER - _ - P O Box 349014 Sacramento CA 95834.9014 DATE VENDOR ; NUMBER VOUCHER INVOICE INVOICE DATE NUMBER INVOICE AMOUNT DISCOUNTS PREVIOUS NET PAYMENTS AMOUNT �C31B 9 1 - n': „5PQ 15,Icu.CC _5,'.;U.,,, fmcon P O Box 349014 Sacramento CA 95834-9014 ACCOUNTING OFFICE: 916-928-1090 TOTAL 033041 BANK OF CALIFORNIA SAN MATMCA 94403 --CHECK REFERENCE n-+lizm - DATE NUMBER 1/19:'96 Jdi AMOUNT 3"15,700-00, PAY Ft ITL'CC£ CCtiDRL'II S CC.'100 DCLLARS, TO SAN JI AN c:APISTRANO "��lti!ENITY REDEV. AGENCY '_210C T1SE0 ADELAti_O `i N 'U"' "nPISTi2AN, C:1 92673 11.03304111' 1:La3000068l. 003m87660411F I fmcon AUFHORTED SIGNATURE em Emcon 0 0 15255 Alton Parkway • Suite 100 •Irvine, California 92718 • (714) 450-0622 • Fax (714) 450-0524 January 25, 1996 Mr. Douglas Dumhart San Juan Capistrano Community Redevelopment Agency 32400 Paseo Adelanto San Juan Capistrano, California 92675 Re: Settlement Agreement Dear Mr. Dumhart: Enclosed please find an executed Settlement Agreement and our check in the amount of $15,700. If you should have any questions, please call me at (714) 450-0622. Sincerely, EMCON /=d. Morgan Branch Manager Enclosures: As Stated cc: M. Momboise, EMCON (without enclosures) OCU:\I MANAGBGEMMEMOS\GEM03430.DOC-95\dkI I JAN 2 9 1996 10- "-2010 F0 �jjjj X-XX RTIFICA40 F" NSURANCE, A_ .... DATE (MMMDIYY) ............ 111011111 . . .. . . . 1 /01 /97 PNotiucaR THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION Aon Risk Services, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR One Market ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE Spear Street Tower Ste, 2100 COMPANY Son Francisco, CA 94105 415-543-9360 A Reliance National Indemnity INSURED COMPANY EMCON B Genesis Insurance Company (Formerly EMCON Associates) COMPANY 1921 Ringwood Avenue C Ind Ins Co/CIGNA Fire U/111 Ins San Jose, CA 95131 COMPANY D Ins Co of the State of PA CCYR......... .... 600"$ mm. ............. ­ ...... . :­ 0 c THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOV E FOR THE POLICY PERIOD OD INDICATED,NOTWITHSTANDINGANYREOUIREMENT,TERMORCONDITIONOFANYCONTRACTOROTHERDOCUMENT WITHRESPECTTOWHI( CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE' EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO LTH TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MMIDDIVY) POLICY EXPIRATION DATE (MIMUDDIYY) LIMITS GENERALLIABLVTY GENERAL AGGREGATE $ 2000000 PRODUCTS-COMP/OP AGG S 2000000 A X COMMERCIAL GENERAL LI ABILITY NOB201512705 1/01/97 1/01/98 —1 CLAIMS MADEF_X] OCCUR PERSONAL & ADV INJURY S 1000000 EACH OCCURRENCE $ 1000000 OWNER'S & CONTRACTOR'S PROT FIRE DAMAGE (Any one fire) $ 100000 X Par Project Anuragate MED EXP (Any one person) $ 5000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ B X ANY AUTO YXB300371A 1101/97 1/01/98 2000000 BODILY INJURY (Per person) ALL OWNED AUTOS SCHEDULED AUTOS X X HIRED AUTOS NON-OWNED AUTOS BODILY INJURY $ (Per accident) PROPERTY DAMAGE If GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN AUTO ONLY: EACH ACCIDENT $ AGGREGATE $ —1 EXCESS LIABILITY EACH OCCURRENCE $ 5000000 AGGREGATE $ 5000000 D X UMBRELLA FORM 4297-9251 1/01/97 1/01/98 1 $ OTHER THAN UMBRELLA FORM WORKERS COMPENSATION AND XI STATUTORY LIMITS C EMPLOYERS'LIABLITY NWCC422708154 (ADS) 1/01/97 1/0i /98 EACH ACCIDENT 1000000 THE PROPRIETOR/ X INCL PARTNERS/EXECUTIVE NWCC42270856 (MASS) 1/01/97 1/01/ga DISEASE - POLICY LIMIT 1000000 DISEASE - EACH EMPLOYEE 1000000 OFFICERS ARE: IN EXCL A OTHER Consult Env. Liab. NTF125942806 1/01/97 1/01198$2,000"41, ' 0-*raclaim M A) Professional i C> $2,000,,000y Agg" r, I B) Pollution Legal I I CLAIMS MAUC�(FO KK DESCRIPTION OF OPERATIONS&OCATIONOMMICLESISPECIAL ITEMS r� Ln Certificate Holder is an additional insured on General Liability and Automobile Liability only. La SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED RD BEFORE WE EXPIRATION DATE THEREOF, THE ISBUINQ COMPANY WILL ENDEAVOR TO MAL San Juan Capistrano Community 60 DAYSWAnTEN NOTICETO THE CERTIFICATE HOLDER NAMEDTOTHELEFT, Redevelopment Agency BUT FAILURE TO MAL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY 32400 Paseo Adelanto OF A IND UP r THE PANY, ITS AGENTS OR REPRESENTATIVES. Son Juan Capistrano, CA 92675 RUTH ORB Tlv 096345610 ATTNJDOUGLAS DUMHART . . . . . . . . . . . . . . . . . ... ...... . ... . . .