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
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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
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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
$15,700.
If you should have any questions, please call me at (714) 450-0622.
Sincerely,
EMCON
/=d. Morgan
Branch Manager
Enclosures: As Stated
cc: M. Momboise, EMCON (without enclosures)
OCU:\I MANAGBGEMMEMOS\GEM03430.DOC-95\dkI I
JAN 2 9 1996
10- "-2010
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X-XX RTIFICA40 F" NSURANCE,
A_ ....
DATE (MMMDIYY)
............ 111011111 . . .. . . . 1 /01 /97
PNotiucaR
THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION
Aon Risk Services, Inc.
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
One Market
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
COMPANIES AFFORDING COVERAGE
Spear Street Tower Ste, 2100
COMPANY
Son Francisco, CA 94105
415-543-9360
A Reliance National Indemnity
INSURED COMPANY
EMCON B Genesis Insurance Company
(Formerly EMCON Associates) COMPANY
1921 Ringwood Avenue C Ind Ins Co/CIGNA Fire U/111 Ins
San Jose, CA 95131 COMPANY
D Ins Co of the State of PA
CCYR......... ....
600"$ 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
. . . . . . . . . . . . . . . . .
... ......
. ... . . .