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00-0215_ORANGE COUNTY, OF_Settlement Agr & Ltd ReleaseDawn Schanderl From: Cindy Russell Sent: Thursday, August 17, 2000 2:01 PM To: Dawn Schanderl Subject: RE: CVWD Agenda of 2/15/00 - Bankruptcy Investment Pool Settlement Item Don't know. I will find out. Cindy -----Original Message ----- From: Dawn Schanderl Sent: Thursday, August 17, 2000 12:48 PM To: Cindy Russell Subject: CVWD Agenda of 2/15/00 - Bankruptcy Investment Pool Settlement Item Cindy; were we suppose to get a signed agreement back from the County on this item? Settlement Agreement and Limited Release This Settlement Agreement and Limited Release (this "Settlement Agreement") is made this _, day of January, 2000, between the County of Orange (the "County"), the chapter 9 debtor herein, the Official Committee of Investment Pool Participants (the "Pool Committee") and each Option A Pool Participant who has executed a signature page to this Settlement Agreement. This Settlement Agreement is entered into with reference to the following: A. On December 6, 1994 (the "Petition Date"), the County filed its voluntary petition under chapter 9 of the Bankruptcy Code, 11 U.S.C. section 101, et seq. On May 16,1996, the Bankruptcy Court confirmed the County's Modified Second Amended Plan of Adjustment (the "Plan"). Capitalized terms not defined herein are intended to have the meanings ascribed to them in the Plan. During the County Chapter 9 Case, several agreements were reached concerning the interests and rights of the Option A Pool Participants in and to the funds in the Orange County Investment Pool (the "Pool"). First, on May 2, 1995, the Bankruptcy Court approved the Comprehensive Settlement Agreement (the "CSA"), which provided for, among other things, a distribution from the Pool of a certain portion of each Option A Pool Participants' investment balances as of the Petition Date. C. In addition, on July 18,1995, the County, the Pool Committee and each of the Option A Pool Participants entered into the July 18, 1995 letter agreement (the "Pool Funds Release Agreement"). A copy of the Pool Funds Release Agreement is attached hereto as Exhibit B. D. On April 23, 1996, the County and the Option A Pool Participants also agreed that any funds relating to the liquidation of the pools determined later to exist would be distributed one-half to the County and one-half to the Option A Pool 0 • Participants, and such distribution would decrease the Option A Pool Participants, claims under the Plan accordingly. A copy of the April 23,1996 letter agreement is attached hereto as Exhibit C. E. Approximately $10.3 million in funds is now held in County Fund 695, and approximately $4.5 million in funds is now held in County Funds 692 and 694. Together with all interest thereon as calculated and determined by this Settlement Agreement, the aggregate amount of such funds is agreed to be $17,884,999.53, as of February 23, 2000, and is defined herein as the "Additional Funds." F. Approximately $1.8 million is now held in Fund 693, not including interest, and is defined herein as "Unapportioned Interest." G. The County believes that the Pool Funds Release Agreement controls the disposition of the Additional Funds, and that the Option A Pool Participants have released any claim they might have had to the Additional Funds. The Pool Committee contends, among other things, that the April 23, 1996 letter agreement controls the disposition of the Additional Funds, and that the Additional Funds should be divided equally between the County and the Option A Pool Participants. H. Both the County and the Option A Pool Participants agree that the distribution of the Additional Funds pursuant to this Settlement Agreement would avoid the expenditure of resources otherwise needed to litigate the issues. Accordingly, the County and the Pool Committee have agreed to treat the Additional Funds as if they were subject to the April 1996 letter agreement, and to treat the Unapportioned Interest in the manner consistent with applicable non- bankruptcy law, as specified herein. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the parties hereto acknowledges and agrees as follows: The parties agree that the amount of Additional Funds to be distributed shall be $17,884,999.53, which includes all interest and all other claims to such funds, and shall be deemed to be the amount to be distr•outed, irrespective of the actual amount of interest earned on such funds; provided, however, that if distribution of the Additional Funds is not made on February 24, 2000, interest shall accrue from February 24, 2000, until paid, calculated using simple interest at 5.2% per annum to the date immediately preceding the date of distribution. 2. One-half of the Additional Funds shall be distributed to the County, free and clear of claims, liens or encumbrances. 3. One-half of the Additional Funds shall be distributed to Option A Pool Participants in respect of their Allowed Repayment Claims (Class A-19, C-1, A-20 and C-2) pursuant to the schedule attached hereto as Exhibit D. If the distribution of Additional Funds is made on February 24, 2000 as anticipated, the amounts specified in Column C of Exhibit D will be distributed in accordance therewith. If the distribution is made on a later date, then the distribution will be made based on the percentages specified in Column B of Exhibit D. In all events, the Allowed Repayment Claims of such Pool Participants shall be reduced dollar for dollar in the amount of Additional Funds and further interest after February 23, 2000, if any, distributed to each such Option A Pool Participant pursuant to this Settlement Agreement, 4. The Additional Funds distributed to the Option A Pool Participants will not be considered Litigation Proceeds as that term is defined in the Plan. Accordingly, the Representative (who has agreed to distribute the funds at the same time as Litigation Proceeds) shall not be entitled to compensation based on the distribution of Additional Funds. 5. The Unapportioned Interest plus accrued interest thereon will be distributed based upon the County's 1995-1996 Property Tax Unapportioned Interest allocation. 6. The parties' obligations under this Settlement Agreement are contingent upon the Bankruptcy Court's approval of the motion to approve the Settlement Agreement and a" relief sought therein by an order that shall have become a Final Order no later than February 24, 2000, or such later date as the County and the Pool Committee may agree in writing. As a condition to receiving its distribution of Additional Funds, each of Option A Pool Participants who receives a distribution of Additional Funds shall execute this Settlement Agreement and thereby shall release any claims to the Additional Funds, which "Released Claims' are defined to include (a) any and all claims, whether secured, unsecured, priority, administrative or otherwise, demands, obligations, liabilities, indebtedness, responsibilities, disputes, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action (whether at law or in equity), debts, sums of money, accounts, compensations, contracts, controversies, promises, damages, costs, rights of offset, losses and expenses, of every type, kind, nature, description or character, known and unknown, whensoever arising occurring at any time up to and through the date hereof, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, matured or unmatured, fixed or contingent, including but not limited to principal, interest, charges, fees, minimum commissions and other obligations, rights and remedies which in any way relate to the Additional Funds, including without limitation the calculation of principal and interest thereon. Released Claims do not include any claims that do not in any way relate to the Additional Funds. 8. Each Option A Pool Participant and the Pool Committee and each of their predecessors, successors and assigns (each, a "Releasing Party"), hereby fully, finally, irrevocably, forever and unconditionally release, discharge and acquit the County and every other Option A Pool Participant who receives a portion of the Additional Funds under the Settlement Agreement of and from all Released Claims, except for the rights and obligations under this Settlement Agreement. 0 0 9. Waiver of Statutory Benefits. The parties intend that the foregoing releases shall be effective as a full and final accord and satisfaction of Released Claims, and each of the parties hereby agrees, represents and warrants that the matters released herein are not limited to matters which are known or disclosed. In this connection, each Releasing Party hereby agrees, represents and warrants that it realizes and acknowledges that (a) factual matters now existing and unknown to it may have given or may hereafter give rise to Released Claims which are presently unknown, unsuspected, unliquidated, unmatured and/or contingent, (b) such Released Claims may be unknown, unsuspected, unliquidated, unmatured and/or contingent due to ignorance, oversight, error, negligence or otherwise, and (c) if such Released Claims had been known, suspected, liquidated, matured and/or unconditional, such party's decision to enter into this release may have been materially affected. Each Releasing Party further agrees, represents and warrants that this release has been negotiated and agreed upon in view of these realizations. Nevertheless, each Releasing Party hereby intends to release, discharge, and acquit the County of and from any such unknown, unsuspected, unliquidated, unmatured and/or contingent Released Claims which are in any way set forth in or related to the matters identified hereinabove. EACH RELEASING PARTY HEREBY EXPLICITLY WAIVES ALL RIGHTS UNDER AND ANY BENEFITS OF ANY COMMON LAW OR STATUTORY RULE OR PRINCIPLE WITH RESPECT TO THE RELEASE OF SUCH CLAIMS, INCLUDING, WITHOUT LIMITATION, SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH PROVIDES AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A 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. 5 0 0 EACH RELEASING PARTY AGREES THAT NO SUCH COMMON LAW OR STATUTORY RULE OR PRINCIPLE, INCLUDING SECTION 1542 OF THE CALIFORNIA CIVIL CODE, SHALL AFFECT THE VALIDITY OR SCOPE OR ANY OTHER ASPECT OF THIS RELEASE. 10. Further Assurances. From time to time, at the request of any party hereto and without further consideration, the other parties will execute and deliver to such requesting party such documents and take such other action as such requesting party may reasonably request in order to consummate more effectively the releases contemplated hereby. 11. No Assignment. Each Releasing Party agrees, represents, and warrants that it has not voluntarily, by operation of law or otherwise, assigned, conveyed, transferred or encumbered, either directly or indirectly, in whole or in part, any right to or interest in any of the Released Claims. 12. Choice of Law; Severability. This Settlement Agreement shall be governed by and construed in accordance with the laws of the State of California as applied to agreements among parties resident therein. Whenever possible, each provision of this Settlement Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Settlement Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Settlement Agreement. 13. Advice of Counsel. Each party has had advice of independent counsel of its own choosing in negotiations for and the preparation of this Settlement Agreement, has read this Settlement Agreement in full and final form, and has had this Settlement Agreement fully explained to it to its satisfaction. 0 • 14. No Third Party Beneficiaries. This Settlement Agreement is executed for the benefit of the parties hereto, and no other person, corporation, partnership, individual or other entity not a party to this Settlement Agreement shall have any rights herein as a third party beneficiary or otherwise, except to the extent expressly and specifically provided herein. 15. Counterparts. This Settlement Agreement may be executed in duplicates and counterparts, which, taken together, will be deemed and serve as an original. In addition, the parties agree that their authorized representatives may bind them to the terms of this Settlement Agreement with signatures exchanged by fax, and each duplicate faxed signature copy shall be deemed to be an original of this Settlement Agreement. 16. Entire Agreement. This is the entire Settlement Agreement between the parties with respect to this matter. There are no other agreements or understandings, written or oral, express or implied. IN WITNESS WHEREOF, the parties have caused this Settlement Agreement to be executed and delivered by their duly authorized representatives. Dated: January _, 2000 Dated: January _, 2000 PILLSBURY, MADISON & SUTRO Patrick C. Shea Attorneys for Official Committee of Investment Pool Participants OFFICIAL COMMITTEE OF INVESTMENT POOL PARTICIPANTS 32 r] Dated: January 2000 Dated: January. 2000 Agreed and Acknowledged: February 1 2000 Approved as to Form: City Attorney HENNIGAN, MERCER & BENNETP By: John L. Amsden Reorganization Counsel for the County THE COUNTY OF ORANGE OPTION A POOL PARTICIPANT Nay��apistrano V 11ey Water District IBts:�tt Hart, iairman,. APPROVED AS TO FORM: 2. so AYES: Directors Swerdlin, Greiner, Chairman Hart NOES: None ABSENT: None w Bathgate and Campbell and APPROVAL OF CAPISTRANO VALLEY WATER DISTRICT MINUTES - ADJOURNED REGULAR MEETING OF JANUARY 18 2000 The Minutes of the Adjourned Meeting of January 18, 2000, were approved as submitted. Director Bathgate abstained. As set forth in the Report dated February 15, 2000, from the Administrative Services Director, the Second Amendment to the Interim Agreement for Supplemental Benefits between the City of San Juan Capistrano, Capistrano Valley Water District and Orange County Employees Retirement System extending the term to September 30, 2000, to allow OCERS time to complete its evaluation, was approved as submitted. �3. APPROVAL OF BANKRUPTCY INVESTMENT POOL SETTLEMENT FOR CAPISTRANO VALLEY WATER DISTRICT (600.70) /\ As set forth in the Report dated February 15, 2000, from the Agency Counsel, the following Resolution was adopted approving bankruptcy settlement and authorizing certain actions and execution of documents relating to the Final Report of the Orange County Bankruptcy and related recovery litigation: RESOLUTION NO. 00-2-15-1. ACCEPTING SETTLEMENT AGREEMENT AND LIMITED RELEASE - ORANGE COUNTY BANKRUPTCY -A RESOLUTION OF THE BOARD OF DIRECTORS OF CAPISTRANO VALLEY WATER DISTRICT AUTHORIZING CERTAIN ACTIONS AND EXECUTION OF DOCUMENTS RELATING TO THE FINAL REPORT OF THE ORANGE COUNTY BANKRUPTCY AND RELATED RECOVERY LITIGATION 3. FLOOD PROTECTION ACT (630.30) As set forth in the Report dated February 15, 2000, from the Assistant City Manager, the following Resolution supporting Proposition 13 was adopted: CVWD Minutes -2- 2/15100 MEMORANDUM TO: FROM: r� John R. Shaw, City Attorney Cheryl Johnson, City Clerk DATE: February 17, 2000 411-111*09 Resolution Approving Bankruptcy Settlement Resolution No. CVWD 00-2-15-1, approving the Bankruptcy Settlement, is attached for your files. cc: Cynthia Russell (with attachment) AGENDA ITEM February 15, 2000 TO: George Scarborough, General Manager FROM: John R. Shaw, Agency Counsel SUBJECT: Consideration of Bankruptcy Investment Pool Settlement for Capistrano Valley Water District RECOMMENDATION: Adopt Resolution Approving Bankruptcy Settlement and Authorizing Certain Actions and Execution of Documents Relating to the Final Report of the Orange County Bankruptcy and Related Recovery Litigation. PURPOSE: To requestthe Board to approve a resolution approving the bankruptcy settlement between the County of Orange and Option A Participants, including the Capistrano Valley Water District. BACKGROUND: The Capistrano Valley Water District, along with many other public entities, invested money in the Orange County Investment Pool. The Pool became insolvent. The Water District has a remaining total claim of $208,195.51. A final settlement and distribution of remaining funds has now been approved by the Bankruptcy Court as of February 2, 2000. The proposed settlement would return a final payout to the District of $78,968.22. It is recommended that the Board approve the final settlement in order to receive the final distribution as noted above. FINANCIAL CONSIDERATIONS: Approval of the Agreement will result in a return of $78,968.22 from the Bankruptcy Court, NOTIFICATION: None. FOR CITY COUNCIL AGE . C L16UD ?,3 0 0 Agenda Item -2- September 7, 1999 RECOMMENDATION: Adopt Resolution Approving Bankruptcy Settlement and Authorizing Certain Actions and Execution of Documents Relating to the Final Report of the Orange County Bankruptcy and Related Recovery Litigation. ResAectfylly submitted, 4-1 A� J N R. SHAW City Attorney Attachment: Resolution RESOLUTION NO. CVWD 00-2-15-1 ACCEPTING SETTLEMENT AGREEMENT AND LIMITED RELEASE - ORANGE COUNTY BANKRUPTCY A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CAPISTRANO VALLEY WATER DISTRICT, AUTHORIZING CERTAIN ACTIONS AND EXECUTION OF DOCUMENTS RELATING TO THE FINAL REPORT OF THE ORANGE COUNTY BANKRUPTCY AND RELATED RECOVERY LITIGATION WHEREAS, the Capistrano Valley Water District is an Option A Pool Participant, as that term is defined in the Second Amended Plan of Adiustment for the County of Orange; and, WHEREAS, on February 2, 2000, Representative Thomas Hayes will seek to have court approval of the Representative's Final Report, which sets forth all of the settlement and litigation proceeds, together with all of the related earnings and expenses, and the proposed allocation of the net amount to the District; and, WHEREAS, the County of Orange and the Option A Pool Participants have agreed that any funds relating to the liquidation of the Pools determined laterto exist would be distributed one-half ('Y2) to the County, and one-half ('/2) to the Option A Pool Participants; and, WHEREAS, additional funds have been determined to exist in the aggregate amount, including interest, of $17,884,999.53; and, WHEREAS, a Settlement Agreement has been submitted to the District, as an Option A Pool Participant, in order to receive its share of the additional funds; and, WHEREAS, the District has been requested to accept the settlement and release; and, WHEREAS, the District has been further requested to designate certain individuals to execute, on behalf of the District, any and all of the final documents and to accept possession of the settlement proceeds. NOW, THEREFORE, the Capistrano Valley Water District Board of Directors, does hereby DECLARE and RESOLVE: Section 1: That the Capistrano Valley Water District hereby accepts Representative Thomas Hayes' Final Report, setting forth all of the settlement and litigation proceeds, together with all related earnings and expenses, and the allocation of the net amount to the District. -1- 0 0 Section 2: That the Capistrano Valley Water District formally accepts the settlement and release, and approves the Release and Settlement Agreement re additional funds. Section 3: That George Scarborough, General Manager, and John R. Shaw, Legal Counsel, or either of them, are hereby authorized and directed to execute any and all final documentation on behalf of the District. Section 4: That George Scarborough, General Manager, Cynthia L. Russell, Treasurer, and John R. Shaw, Legal Counsel, or any of them, are hereby authorized and directed to receive all distributions made pursuant to the Final Report Motion, or any order of the Bankruptcy Court relating thereto; and/or the Joint Motion by the Pool Committee and the County of Orange regarding the division of certain additional funds, or any order of the Bankruptcy Court relating thereto. PASSED, APPROVED, AND ADOPTED this 15th day of February 2000. WYATY HART, CHAIRMAN ATTEST: CLERK OF SHStOARD -2- 0 0 Settlement Agreement and Limited Release This Settlement Agreement and Limited Release (this "Settlement Agreement") is made this _ day of January, 2000, between the County of Orange (the "County"), the chapter 9 debtor herein, the Official Committee of Investment Pool Participants (the "Pool Committee") and each Option A Pool Participant who has executed a signature page to this Settlement Agreement. This Settlement Agreement is entered into with reference to the following: A. On December 6, 1994 (the "Petition Date"), the County filed its voluntary petition under chapter 9 of the Bankruptcy Code, 11 U.S.C. section 101, et seq. On May 16, 1996, the Bankruptcy Court confirmed the County's Modified Second Amended Plan of Adjustment (the "Plan"). Capitalized terms not defined herein are intended to have the meanings ascribed to them in the Plan. B. During the County Chapter 9 Case, several agreements were reached concerning the interests and rights of the Option A Pool Participants in and to the funds in the Orange County Investment Pool (the "Pool"). First, on May 2, 1995, the Bankruptcy Court approved the Comprehensive Settlement Agreement (the "CSA"), which provided for, among other things, a distribution from the Pool of a certain portion of each Option A Pool Participants' investment balances as of the Petition Date. C. In addition, on July 18, 1995, the County, the Pool Committee and each of the Option A Pool Participants entered into the July 18,1995 letter agreement (the "Pool Funds Release Agreement"). A copy of the Pool Funds Release Agreement is attached hereto as Exhibit B. D. On April 23, 1996, the County and the Option A Pool Participants also agreed that any funds relating to the liquidation of the pools determined later to exist would be distributed one-half to the County and one-half to the Option A Pool Participants, and such distribution would decrease the Option A Pool Participants' claims under the Plan accordingly. A copy of the April 23, 1996 letter agreement is attached hereto as Exhibit C. E. Approximately $10.3 million in funds is now held in County Fund 695, and approximately $4.5 million in funds is now held in County Funds 692 and 694. Together with all interest thereon as calculated and determined by this Settlement Agreement, the aggregate amount of such funds is agreed to be $17,884,999.53, as of February 23, 2000, and is defined herein as the "Additional Funds." F. Approximately $1.8 million is now held in Fund 693, not including interest, and is defined herein as "Unapportioned Interest." G. The County believes that the Pool Funds Release Agreement controls the disposition of the Additional Funds, and that the Option A Pool Participants have released any claim they might have had to the Additional Funds. The Pool Committee contends, among other things, that the April 23, 1996 letter agreement controls the disposition of the Additional Funds, and that the Additional Funds should be divided equally between the County and the Option A Pool Participants. H. Both the County and the Option A Pool Participants agree that the distribution of the Additional Funds pursuant to this Settlement Agreement would avoid the expenditure of resources otherwise needed to litigate the issues. I. Accordingly, the County and the Pool Committee have agreed to treat the Additional Funds as if they were subject to the April 1996 letter agreement, and to treat the Unapportioned Interest in the manner consistent with applicable non- bankruptcy law, as specified herein. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the parties hereto acknowledges and agrees as follows: 1. The parties agree that the amount of Additional Funds to be distributed shall be $17,884,999.53, which includes all interest and all other claims to such funds, and shall be deemed to be the amount to be distr• outed, irrespective of the actual amount of interest earned on such funds; provided, however, that if distribution of the Additional Funds is not made on February 24, 2000, interest shall accrue from February 24, 2000, until paid, calculated using simple interest at 5.2% per annum to the date immediately preceding the date of distribution. 2. One-half of the Additional Funds shall be distributed to the County, free and clear of claims, liens or encumbrances. 3. One-half of the Additional Funds shall be distributed to Option A Pool Participants in respect of their Allowed Repayment Claims (Class A-19, C-1, A-20 and C-2) pursuant to the schedule attached hereto as Exhibit D. If the distribution of Additional Funds is made on February 24, 2000 as anticipated, the amounts specified in Column C of Exhibit D will be distributed in accordance therewith. If the distribution is made on a later date, then the distribution will be made based on the percentages specified in Column B of Exhibit D. In all events, the Allowed Repayment Claims of such Pool Participants shall be reduced dollar for dollar in the amount of Additional Funds and further interest after February 23, 2000, if any, distributed to each such Option A Pool Participant pursuant to this Settlement Agreement. 4. The Additional Funds distributed to the Option A Pool Participants will not be considered Litigation Proceeds as that term is defined in the Plan. Accordingly, the Representative (who has agreed to distribute the funds at the same time as Litigation Proceeds) shall not be entitled to compensation based on the distribution of Additional Funds. 5. The Unapportioned Interest plus accrued interest thereon will be distributed based upon the County's 1995-1996 Property Tax Unapportioned Interest allocation. 6. The parties' obligations under this Settlement Agreement are contingent upon the Bankruptcy Court's approval of the motion to approve the Settlement Agreement and relief sought therein by an order that shall have become a Final Order no later than February 24, 2000, or such later date as the County and the Pool Committee may agree in writing. 7. As a condition to receiving its distribution of Additional Funds, each of Option A Pool Participants who receives a distribution of Additional Funds shall execute this Settlement Agreement and thereby shall release any claims to the Additional Funds, which "Released Claims" are defined to include (a) any and all claims, whether secured, unsecured, priority, administrative or otherwise, demands, obligations, liabilities, indebtedness, responsibilities, disputes, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action (whether at law or in equity), debts, sums of money, accounts, compensations, contracts, controversies, promises, damages, costs, rights of offset, losses and expenses, of every type, kind, nature, description or character, known and unknown, whensoever arising occurring at any time up to and through the date hereof, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, matured or unmatured, fixed or contingent, including but not limited to principal, interest, charges, fees, minimum commissions and other obligations, rights and remedies which in any way relate to the Additional Funds, including without limitation the calculation of principal and interest thereon. Released Claims do not include any claims that do not in any way relate to the Additional Funds. 8. Each Option A Pool Participant and the Pool Committee and each of their predecessors, successors and assigns (each, a "Releasing Party"), hereby fully, finally, irrevocably, forever and unconditionally release, discharge and acquit the County and every other Option A Pool Participant who receives a portion of the Additional Funds under the Settlement Agreement of and from all Released Claims, except for the rights and obligations under this Settlement Agreement. 4 0 0 9. Waiver of Statutory Benefits. The parties intend that the foregoing releases shall be effective as a full and final accord and satisfaction of Released Claims, and each of the parties hereby agrees, represents and warrants that the matters released herein are not limited to matters which are known or disclosed. In this connection, each Releasing Party hereby agrees, represents and warrants that it realizes and acknowledges that (a) factual matters now existing and unknown to it may have given or may hereafter give rise to Released Claims which are presently unknown, unsuspected, unliquidated, unmatured and/or contingent, (b) such Released Claims may be unknown, unsuspected, unliquidated, unmatured and/or contingent due to ignorance, oversight, error, negligence or otherwise, and (c) if such Released Claims had been known, suspected, liquidated, matured and/or unconditional, such party's decision to enter into this release may have been materially affected. Each Releasing Party further agrees, represents and warrants that this release has been negotiated and agreed upon in view of these realizations. Nevertheless, each Releasing Party hereby intends to release, discharge, and acquit the County of and from any such unknown, unsuspected, unliquidated, unmatured and/or contingent Released Claims which are in any way set forth in or related to the matters identified hereinabove. EACH RELEASING PARTY HEREBY EXPLICITLY WAIVES ALL RIGHTS UNDER AND ANY BENEFITS OF ANY COMMON LAW OR STATUTORY RULE OR PRINCIPLE WITH RESPECT TO THE RELEASE OF SUCH CLAIMS, INCLUDING, WITHOUT LIMITATION, SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH PROVIDES AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A 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. 0 0 EACH RELEASING PARTY AGREES THAT NO SUCH COMMON LAW OR STATUTORY RULE OR PRINCIPLE, INCLUDING SECTION 1542 OF THE CALIFORNIA CIVIL CODE, SHALL AFFECT THE VALIDITY OR SCOPE OR ANY OTHER ASPECT OF THIS RELEASE. 10. Further Assurances. From time to time, at the request of any party hereto and without further consideration, the other parties will execute and deliver to such requesting party such documents and take such other action as such requesting party may reasonably request in order to consummate more effectively the releases contemplated hereby. 11. No Assignment. Each Releasing Party agrees, represents, and warrants that it has not voluntarily, by operation of law or otherwise, assigned, conveyed, transferred or encumbered, either directly or indirectly, in whole or in part, any right to or interest in any of the Released Claims. 12. Choice of Law; Severability. This Settlement Agreement shall be governed by and construed in accordance with the laws of the State of California as applied to agreements among parties resident therein. Whenever possible, each provision of this Settlement Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Settlement Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Settlement Agreement. 13. Advice of Counsel. Each party has had advice of independent counsel of its own choosing in negotiations for and the preparation of this Settlement Agreement, has read this Settlement Agreement in full and final form, and has had this Settlement Agreement fully explained to it to its satisfaction. M • 14. No Third Party Beneficiaries. This Settlement Agreement is executed for the benefit of the parties hereto, and no other person, corporation, partnership, individual or other entity not a party to this Settlement Agreement shall have any rights herein as a third party beneficiary or otherwise, except to the extent expressly and specifically provided herein. 15. Counterparts. This Settlement Agreement may be executed in duplicates and counterparts, which, taken together, will be deemed and serve as an original. In addition, the parties agree that their authorized representatives may bind them to the terms of this Settlement Agreement with signatures exchanged by fax, and each duplicate faxed signature copy shall be deemed to be an original of this Settlement Agreement. 16. Entire Agreement. This is the entire Settlement Agreement between the parties with respect to this matter. There are no other agreements or understandings, written or oral, express or implied. IN WITNESS WHEREOF, the parties have caused this Settlement Agreement to be executed and delivered by their duly authorized representatives. Dated: January .2000 Dated: January _, 2000 PILLSBURY, MADISON & SUTRO us Patrick C. Shea Attorneys for Official Committee of Investment Pool Participants OFFICIAL COMMITTEE OF INVESTMENT POOL PARTICIPANTS Name: Its: a Dated: January 2000 Dated: January , 2000 Agreed and Acknowledged: February _, 2000 Approved as to Form: City Attorney HENNIGAN, MERCER & BENNETT John L. Amsden Reorganization Counsel for the County THE COUNTY OF ORANGE By: Name: OPTION A POOL PARTICIPANT Name: / Capistrano Valley Water District By. — — — Its: s 9