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HomeMy WebLinkAboutAgenda Report - April 6, 2005 K-02AGENDA ITEM K -Z CITY OF LODI COUNCIL COMMUNICATION TM AGENDA TITLE: Adopt "Open Session Resolution" Approving Guild Settlement MEETING DATE: April 6, 2005 City Council Meeting PREPARED B Y Steve Schwabauer, City Attorney RECOMMENDED ACTION: That the City Council adopt Resolution approving Guild Settlement Agreement relative to the Environmental Abatement Program litigation. BACKGROUND INFORMATION: On December 2, 2004, the City Council approved the settlement with the Guild parties: Jack Alquist, individually and as a Trustee of the Alquist Family Trust, dated March 2, 1981; Guild Cleaners, Inc., a California Corporation; the Estate of Dwight Alquist, Deceased; the Alquist Family Trust, dated March 2, 1981; and Beulah Viva Alquist, individually and as a Trustee of Alquist Family Trust, dated March 1, 1981. The Settlement Agreement contemplates a formal resolution approving the settlement in open session. This resolution fulfills that provision but is a mere formality in that the Council has already approved the settlement in closed session. FISCAL IMPACT: This settlement was authorized by the City Council on December 2, 2004, with funds to come from the proceeds of the USF&G Settlement. No impact to the General Fund. FUNDING: $2.2 Million - USF&G Settlement Fund Approved: Krueger, Finance Director APPROVED: / .zo " i Blair King.,effy Manager Stile rpent Ap*@wAnt s n d Mutual Retease This Settlement Agreement and Release (the 'Agreement-) is entcmd irib among the following parties: The City of Lodi, California, a municipal corporation (the "City"); and 2. Jack Alquist, individually and as a Trustee of the Alquist Family Trust, dated, March 2, 1981; GuiId Cleaners, Inc., a California corporation; the Estate of Dwight Alquist. Deceased; the Alquist Faxtily Trust, dated, March 2, 1981; and Beulah V. Alquist. individually and as a Trustee of Alquist Family T st dated, March 2, 1981, (collectively referred to as the "Guild Rwtiesrj . These parties are sc)rnetirnes colltctivefy rcferrcd to heroin as the "Settling Parties." Any person orentity identified above maybe referred to as a "Party." I . The City is the owner and cpt?:r of the municipal sanitary sewer and water supply systems within the City of Lodi. 2. Jack Alquist. Beulah V. Alquist, and the Alquist Family Tbmi dated, March 2, 1981 own or have owned at various titres certain property locatod at 17 and 31 South Church Street, Lod!, California (the "Guild Proporty"). Mie Guild Property, as well as certain neighboring property, is located within what is commonly referred to as the Central Plume Area and is alleged to have become environmentally contaminated as a result ofcr arising fntmthe operations of Guild Dry Cleaners and other busints_ces, and f3 m ttte City's sewer main located in the alley behind 17 South Church Street. 3. Dwight Alquist, an individual, owned and o p t e d Guild Dry Cleaners as a sola proprietorship at 17 South Church Street from approximately 1959 to 1981. Dwight Alquist died in 1982 Me City sued the Estate of Dwight Alquist. Deceased. pursuant to the California Probate Code section 550., et seq., in that fedeml litigation identified at paragraph l I of this section. 4t Guild Cleaners. Inc., a Californiacorporation, was incorporated in 1981 by Jack Alquist, Guild Cleaners, Inc. has operated the Guild Dry Cleaners at 17 South Church Street from approximately 1981 to the present. Scttleromt Agreement and Mutual Release — City and Guild Parties Page I of 12 Contaminants, includingPCB, have been identified in the soil and groundwater beneath the Central Plume Area, as set forth in that federal litigation identified at paragraph 11 of this section, the April 22, 2004, California Regional Water Quality Control Board (the "RWQCB) Cleanup and Abatement Order No. W- 2004 -0043 for the Central Platte Area ("CAO"), and the rescinded Lnrrdnen. t and SubstantialEndangermentDetermination and Remedial Action Order ("RACY') that Lbc Department of Toxic Substances Control ("DTSC") issued for the Central Plume Area on May 3 d, 2W3, and amended on July 9,2003 (the "Central Plume Ccnta�dnatiai") . 6. In cr about 2001, the Ouild Parties began investigativeacdvities associated nth commencing a Remedial lnvestigaUoNFt-asibility Study("RIFFS") in the Centml Plume Area. In or about April 20-02, the Goi ld Parties submitted a draft RYFS Workplan to the RWQCB and the DISC. The Guild Parties have conducted all of their investigative activities and associatedwork and submittals to the RWQCB and DTSC in compliance with the National ContingencyPlan, 4.0 C.F.R.. Rart- 300, 7. The amended RAO namsd as rmpondents Guild Cleamrs, Inc,; the Estate of Dwight Alquist, Deceased; Odd Fellows IMI Association ofL,odi,Inc,; Lodi News Sentinel, Tnc,; Beckman and Company; Beckman Capital Corporation, and Angelina Comporato, The DTSC rescindedthe RAO on or about May 12, 2004. 8. The RWQCB is the lead governmental agency regxnsible for oversight of the Central Plume Area, Pursuant to a letter, dated May 12,200-4, the DTSC has relinquished all oversight responsibility andjurisdiction over the Central Plume Aria to the RWQCB. 9. On April 22, 2004, the RWQCB issued Cleanup and Abatement Order No. RS- 2OD4.0043 for the Central Plum Area ("CAO"). Tbt CAO Hennes as respondents Guild Cleaners. Inc., the City, Lodi News -Sentinel. Odd Fellows Hall Association of.Ddi, and Beckman Capital Corporation. A As pert of the it V@9i0%ion and romodiOnn mmurrs set forth above, the Guild Parties conducted a pilot study, which included the ksWlaticnof a soil -vapor extraction system. The Guild Panties also submitted a DRAFT Remedial InvestigationfFeasibUity Study, Lodi Central Plume Area to the RWQCB on August 16, 2€04. The City conducted sampling and analysis of indoor air in the Central Plume A m pursuant to a work plan approved by RWQCB (the "Indoor Air Assessment"), and performed deep groundwater sampling in the Central Plume Area. SettlementAgreernent and Wtual Release —City and Guild Parties Page 2 of 12 11. On november 2, 20130, and as later ame-nded an May 25.2001, August 4,20N, September % 2044, and January 21., 2005, the City filed aCompladint fordarnages against Guild Cleaners, (no,, Jack Alquist; and Estate of Dwight Alquist. Deceased, among odm, in United States District Court for the Fri District of California, Case No. (7TV-00.2441. FCD/JFM, alleging that Guild Cleaners, Inc., Jack Alquist; and Estate of Dwight Alquist, Deceased were responsible in part for the Central Plume Contamination (the "Lodi Action"). Guild Cleaners, Inc. has filed counterclaims against the City in the Lodi Action. 12. Sttstarbal disputes exist among the Settling Patties regarding their respective liabilities and obligations arising from the Central Plume Contamination. By and through this Agreement. the Settling Parties have now resolved to settle any and all disputes arising hxxm orrelated to the Central Phune Contamination cr its causes, including those claims and counterclaims arising from any alleged civil rights violations. NOW. THEREFORE, in consideration for the mutual pro nuse$ set forth in this Agmemnt, the City and the Guild.Partics agree to resolve their claims and allegations against each other in tie manner set forth below. _=, .1477-i7=71:77 Preconditkm to Sept of AikmaGw RW is This Agreement requires that the Settling Parties will each take or atuhoariiw that certa i n steps be takon for the purpose of obtaining a release, one from the other, a good faith find i ag and contribution bar f=n the United States District Court for the EmtEm District ofCal iforma., a covenant not to sue and a contribution bar frcmboth the RWQCB and DTSC, as identified below: (a) The City will estd3li.sh an escrow account (the "Central Plume Rr&) into which the Guild Rrties`settkncm payment will be deposited. The City will also maM a sett.lenmmt payment to the Central Plume Fund. The settlement payments and any other amounts in the Central Plume Fund wiil be used by the City exclusively for environmental cleanup, investigation or remediation expenses incurred by the City with regard to the Central Plume Area. The amounts in the Central Plume Fund will not be used for the payment of legal or technical fees connected with the continued prosecution of the Lodi Action or any other litigation or legal activities against any remaining potentially responsible parties ("`PRP's" ). The City will submit a report of the expenditures from the Fund to the Court bi- annually. If any money remains in the Central Plume Fund after the City obtains a no further action letter or its equivalent from the RWQCB for the Central Plume SotCQn-m-nt Agreement and Mutual Release —City and Guild Patties Page 3 of 12 Area, the momy may 1e, used by the City solely for cleanup, investigation or remediation expenw in connection with othercontaminated plume areas within the geographic bournd.aries of the City of Lodi, California. Other than the settlement payment identified in this pangmPh of the Agreement the Guild Parties will have no obligation to pay the expenses of, conduct, or perform any cleanup, investigation or remediation activities associated with or for the Central Plum Arca, (b) Within thirty (30)calendar days of the Court's confirmation of tins settlement pursuant to Section 3 of this Agreement. the Guild Parties will make n settlement payment into the Cewal Plume Fund in the amount of $4.2 million (four million two hundred thousand dollars and no cents), and the City will make a settlement payment in the arnount of $2.2 million (two million two hundred thousand dollars and no cents) into the Central Plume Fund, (e) the City will assume the Guild Pattie' obligaticros under the, CAO for the Central Plume Contamination. whether the City is specifically named under suehCAO or not. Except for any obligations of the Guild Rmtks covered, m1 4s_td, or extinguished by the covenants not to sue pursuant to paragraph C.1.0) of this Ag.re went, the City will assume any obligationsof tine Guild Parties under any future order of any regulatory agency. including federal, state and local agencies, regarding the Central Plume Contamination. (d) The. Guild Parties and their attorneys will cooperate fully and Usist in coordinating the City's retention of the Guild Parties' technical and litigation consultants and experts (collectively, "Glaild`sexperts"), DrneldBradshaw, LFR, Levin - Fricke, Inc. ("LFR"), Keith O'Brien, and Peter Krasnoff. In addition, the Guild Parties and their attorneys will authorize Guild's experts to provide the City with all work product relating to the technical work conductedby LFR. , Keith O'Brien or Peter Krasnoff, prepared on behalf cf the Guild Parties, in cicotranic and hard copy, including investigation, monitoring and response action data, all reports and database compilations, and all field no,s and reports of technical personne,l. (e.g., daily field reports and logs), but not including attorney work product, which will remain privileged and protected. (9) `elle Guild Putties will ailpw 1.hr, City masanabl0 aces to the Guild Property to the extent reasonably necessary and withqut cost to the City tbcomply with the CAO, upon seventy-two ("72") hours' written notico to: Guild Cleaners, Jnr—. Attention Jack A_1 uist and Scott Rowell, 17 S. Church Street, Lodi, California 95240, facsimile (209) 368-2542. and Lori J. Gualco, Esq., 455 Capitol Mall, Suite 210, Sacramento, CA 95814. facsimile (916) 442-0145, to comply with the CA for the Cental Plum Area. The City may obtain access under this Sett3ement Agre nwnt and Mtisl Release —City and Guild Parties Page 4 of 12 paragraph on less than seventy-two ("72") hours' notice: (i) in the event of an emergency on the Guild Property that makes it impracticable to provide the notice provided in this paragraph, or (ii) if so ordered by the RWQCB. The City agrees to require that any and all consultants and contractorsworking at the Guild Property carry insurance and that Guild Cleaners, Inc. and Jack Al qu is t be named as additional insureds under those policies. 7be City agrees to repair any damage caused by its activities on the Guild Property associated with the work under this para- ( The Guild Parties will transfer ownership of and allow tha City full acs to and use of any and all mmedial, investigatory and monitoring equipment installed by the Guild Parties, including any related contracts (with no outstandingbalances cr charges owing). wam-miles, equipment nwxa sJnvoicesJt xipts„ service agreements, rental agreements, plans aril specifications (original design and as- builts). In addition, the Guild Parties will allow the City full access to any and all monitoring wells on the Guild Property and Guild's experts will provide the City with informationrelating to their lrxati n and installation, to the extent that information has not otherwise been provided. The City agrees to conduct all O&M associated with arry equipment that is transferred under this Agreement at its own cost, Guild makes no representationsor warranties regarding the condition, suitability, or effectiveness of the equipment transferred under this paragraph and the City expressly recognizes that the equipment trans ferred under this paragraph is transferred AS IS, WHERE IS. Other than the equipment presently installed on the Guild Property as of the Effective Date of this Agreement the City shall not install any new equipmenton the Guild Property, unless otherwise arzdere I by the RWQCB or to comply with the terms of the CAO. The City shall remove the equipment presently installed on the Guild Property within. ten (10) years cfthe Effective Date of this Agreement. unless c,t erwise ordered by the RWQCB or to comply with the terms of the CAO. The City shall properly abandon all monitoring wells and remove all equipment transferred under this paragraph upon conclusion ofarly work required under the CAO, in accordance with all applicable laws and regulations. Closure of all monitoring wells and removal of all equipn-kent from the Guild Property shall be done in such a manner as to restore the surface of the Guild Property to its nor condition prior to the installation of any such monitoring wells or equipment (g) The Guild Parties will assign to the City their ri guts to pursue any claims against any parties in the Lodi Action relating to or arising from the alleged Central Plume Contamination. including the City's former consultants cr experts, as well as the City's former outside counsel. Settlement Agreement and Mutual Release —City and Guild Parties Page 5 of 12 (h) On the Effective Date of this Agreement the City will be detmer d the "gWeratoe' forpurposes of completingitazardous waste manifests for offsite disposal of all waste extracted from the Guild Property in connutio with tlae cleanup cfthe Centra! Plume Contamination. (i) This Agreement, is subject to confirmation by the United States District Court for ftBastern District of California in an order finding this settlement to be entered into in good faith under section 877.6 of the California Code of Civil Prooedme and barring any claims frr contribution against the City and the Guild Parties under section 877.6 of the Califo nia Code of Civil Procedure and applicable federal law. �) ThisAgteenwd is conditioned cn the Guild Parties obtainingcovenants'not to sue and contributionbsrs from both the RWQCB and the Department of Toxic Substances Control, 2. (a) Excepting and preserving the obligations and duties of the parties set forth in this Agreement and in consideration of the promises exchanged above, the finding of a good faith settlement under Californialaw. and the granting of a contribution bar as contemplated by this Agreement, the City, its former and " =nt attorneys, former and ct)rrcnt consultants, and agents forever ne],eese the Guild Parties, and each of their respect iYe administrators, trustors, trustees, beneficiaries, shareholders, officers, directors. beneficiaries. predecessors, successors. assigns, partners, parents, subsidiaries, affiliatedand rclatcd legal entities, agents, employees. servants, represcntabyes, heirs, and asst}ciations connected with thorn including without limitationtheir insurers, sm:eties, and attorneys, of and from any and all claims, demands. causes of action. obligations, liens, damages, looms, costs, and attorneys', consultants', and experts' fees and expenses of every kind and nature whatsoever, known and unknown, fixed or contingent, arising from related to, or connectedwith (1) the Central Plume Contamination; (2) any soil or groundwater contaminationat Guild Cleaners— Wine Country, a California Limited Partnership; (3)the equipment transferred under paragraph C. i..(f) of this Agreement; (4) the Lodi Action; and (5) the CAO. (b) Excepting artd preserving the obligations and duties of tl-eparties set forth in this Agreement. and in considerationof the promises exchanged above, and the good faith finding and the granting cf a contribution bar as contemplatedby this Agreement, tm Guild Parties forever release the City and each of its eleebed officials, appointed officials, managers, officers,administrators, assigns, affiliated and related legal entities, agents. employees. servants, representatives. and Settlement Agreement and Mutual Release —City and Guild Patties Page 6 of 12 political associations or subdivisions, including without limitation its i nsumrs and sureties. ofand from any and all claims, demands, causes of action. obligations, liens, damages, losses, costs, and attorneys', consultants'. and cxperts' fees and expenses of every kind and nature whatsoever, known and unknown, fixed or contingent, arising from, related to, or connected with (1) the Central Plume Contamination; (2) any soil crgroundwatercontamination at Ouil d Cleaners — Wine Country. a Cal i forn is l.i mi tcd Partnership; and (3) the Lod i Action. Within thirty (30) calendar days after both(i) execution of flAs Agmement, and (ii) the Guild Parties'obtaittingc oveoants not to sua and con tri but ion hairs from the RWQCB and the DTSC, tate Guild )» will file a motion seeking confirmation by the Court of the settlement, a judicial finding that the settlementwas cntercd. into in good faint undo California law, and seeking an order barring any contribution actions for "MattersAddressed" in this Agreernti "Matters Addressed" in this Agreement, include, but arr, not limited to, (i) all removal or remedial Actions undertaken at the Central Plume Arcs, (ii) all response costs incurred or to be incurred by the City, my regulatory agency of the Sbateof Californiaor United States cf America, or any private party in connection with the Central Plume Area, (iii) enforcement actions undertaken or to be undertaken by any negulabc y agency of the State of Californiaor C1n.i,ted States of America in connection with the Central Plume Contamination, (iv) torts, toxic torts, personal injuries arising fun the Central P.Lutre Contamination. and (v) litigationcos is associated with the Central Plume Contamination or the. Lod i Action. The City will support the Guild Pardo' mod on to confirm the settlement, for a good faith funding. and for a contribution bar. Within thirty (30) calendar days of tate execution of this Agreement, the City shall sccurc approval of this Agreement from the Lodi City Council by Formal resalution. Within five (5) calendar days cf the Effective late. the City and the Guild Parries shall file a stipulation andpmposead order to dismiss with prejudice any and all claims against each other in the I-od i Action. 4.,iT ft�et,�iiii This settlement represents an agrecrnent roxuIting from. disputed issues cf fact and cf law. By entering into this Agree wn t, the Settling Parties do not admit that they, individually or j ointly, b ave in y liability or obligation for the actual or alleged environmental contamination within Lodi. None of the terms reflected herein nor any statements or communicationsmade by the Sealing Parties or their agents, attorneys, or insurers during the negotiations leading to this Agreement shall be considered admissions of liability by or on behalf of any of the Settling Parties. Settlement Agreement and Mutual Release —City and Guild Parties Pagt 7 or 12 Tri.i Agreement shall be effective upon theenhy cyan order by the ilnlad States District Court for the Eastern District of California in the Lodi Action, finding tine settlement in good faith under section 877.6 of the Code of Civil .Procedure and barring any claims forcQntribution against the Ciry and the Guild Parties under section 877.6 cf the California Code of Civil Procedure and applicable federal law (the ' RnDatd�) . Each Settling Party represents and warrants that no other person or entity has. or has had, any interest in the claims, demands, obligations, or causes of Ktion referred. to in t a Agreemmnt. Each Stu Iing Party further its and warrants that it has the sole right and exclusive authority to execute this Agreement and to agme to the terms herein, and that it has not sold, assigned. transferred, conveyed, orotherwkt disposed of any claims, demands, obligations, or eausesof action. mfarred to in this Agreement. Each party hereto acknowledges thatthem is a risk that, subsequent to the execution of this Agreement, it may incur. suffer, orswtain an injury. loss, damages, costs. attomeys' fees, expenses, or any of these, which are in some way causedby crcoanected with the matters released and referred to above, which ale unknown and unanticipated at the time tins Agreement is signed, cr which arc am presently capable of ging ascertained. and lfurftr that there is a risk that such damages as arc known may become mom serious than the Settling now expect or anticipate. Nevertheless, each of the Settling Parties heretoacknowltxtges that this Agreement has been negotiated and agreed upon in light of that malization and hereby expressly waives any rights it may have in such unsuspected claims. Mris release of claims is not intended to release any contractual rights that a policy holder may have against his, her, or its own insu.rer. 8_ Waiver or.Rwhkic" Co& 41 IN) In entering into this Amt, each Settling Party has had the benefit of legal counsel and has been advised of, understands. and knowingly and spccirical ly waives its rights under California Civil Code Section 1542. which provides as follows: CERTAIN CLAIMSNOT AF E=D BY GENERAL RELEASE — A general release does not extend to claims which the creditor does notkoow or suspeetto exist in his favor at the time cf executing the Tease which, if known by him, must have materially affccred his settlement with debtor. Settlement Ag,reernent and Mutual Release —City and Guild Parties Page 8 of 12 Each party hereto further waives all rights under any similar law in my state or territory of the United States. 9.N.d&VKMMEM ' The Settling Parties acknowledge and agree that they we to bter their owns costs, e xpenses, expert and consultant fees, and attorneys' fees arising out of the Matters Addressed herein, the negotiation. drafting. and execution of this Agreement, and all matters aris&gout of or connected therewith. 10. Intewated Azmtnerct This Agreement supersedes any prior communications, agreements. and understandings regarding the matters contained herein between the signstories hereto or t3 i:r representatives. Any representation, promise, or condition in connection with such matters that i s Mt: incorporated in this Agreement shall not be binding upon any of the Settl ing Parties. 11. Subject to the condi tions found in thisAgree"nt, this Agreerntnt shalt be binding upon and shall inure to the benefit of the Settling laarti.es as well as their respect.iYe officm and directors, the respective, heirs, executors, admi.nisttat.ors, tnutoa% trustees, be tefieiar;es, predecessors, successors, affiliated and related entities, officers, directors. principals, agents, employees:, assigns, representatives, and all persons, firms, associations, and/orcorporations connected with them, including, without limitation, their sumdes and/or attorneys, except as otherwiseprovided by this Agreement. 12_ of In entering into this Agreement, each Way repr"ents end wanarrts that he, she, or it is not relying on any represontations, opinions, conclusions, recommendations, or opiniens expres ed by, provided by. or i n fe.rred from any other Party to this Agreement, any attorney for any other party, or any other Party's experts, consultants. or agents. Each Party represem and warrants that it has been fullyadvised by its attorrrey concerning the Effect and finality of this ,Agrcement, and that the batty understands. without reservation or doubt, tho effectand finalityof this Agreement. 13. Counterparts This Agreement may be executed in c%nterparts, and all so executed all be binding upon all Panics hereto. notwithstanding that the signatures of the Parties' designated representatives do not appear on the same page. Scttkment Agreement and Mutual Release —City and Guild Parties Page 9 of 12 14. Reptmatatkms md Warren The Settling Lames make the following repre:5entat ions and warranties to the extent that tl-erepresentationis related to its own respective knowledge, interests, or action: (a) Each Party warrants that it is fully authorized to enter into this Agrrernent on behalf cfitself and that each Rdys signatoryis authorized to sign on behalf of the Party identified; and (b) Jack Alquist and Guild Cleaners, Inc, repneaent and warrant that dwy performs a reasonable sah to locatepolicii issuedto DwightAlguist, Jade Alqurst, or Cuitd Cleaners. Inc. regardingthe GuildPropexty orauild Cleaners, and that there are no other insurance policies. 15. GeyendnftLow tis Agreement is entered into and s ha 1.1 be interpreted in accordance with the laws of the State ofCalifomia, the laws cf th. c United States of America. and the common law. as applied in thea jurisdiction of the United States GbXt of Appeals for the Ninth Circuit and the United States District Court for the Eastern District of California. <SiGNAWRE PAGESFOLL(YV> SetdtmenL Agreement and Mutual Release —City and Guild Patties Page 10 of 12 1'5 ?adivid wRy *ad = a TrWw of the Al quist Family Tid, dated, Marsh 2, 1981 DATED: all GURD CLZANEL% JACK AUgfif, DATED: BEULAff V. ALQULST, T,udividwHy and as a Thistoo of ft Alquist Family T ust, dated, M=h 2, 1981 APPROVED AS TO FORM LAW OFFICE OF LORI J GUSALCO L(W L GUALMbt Jack Amt grad Gd-ld Ckw=% said *ad Ou%d Peartias P*e 11 of 12 DATUM F" -P7, 131�7771IJ-1---41, t"71rlj H TACK ALQVW, lod1#1dagly =4 a a Tmmc aftbe Alqd* FMUY *at*. deeded, Merck 2. 1991 GUAD CLZ&MM%:rbTd DXMAR V. ALQtTOt, bgvihmk wd as a TMW offt Abpdg FAmNy TaxL dMA Z IM TAW OMM OF OW J. GUALOO LLOWAIQ 119=1 173 , �V-147— F—., tC j7, 1 r-. t bt �-SlW 1 -4 ki -4" V " 1- V f "i - -, --,,] lBr. ProbaB Coft so*= S�D PAP 11 of 12 APPROVED AS TO FORM DATED -2-. -- /.5- -05 DATED. APPROVED AS TO FORM DATED DOWNU BRAND LLP By: STEAGui rN Jack Alqom, Inc. anst ate of Dwight Alquist, Deceased BLAIR KING. City Manager, CITY OF LODI D. STEPIEI SCHWABAUi R, City Attorney, CITY OF LODI DATED: FOLGER LEVIN & KAHN LLP MARGARET R. DOLLBAUi1+I, Attomeys for CITY OF LODE SSTa+7.2 Settlement Agreement and Mutual Release — City and Guild Parties Page 12 of 12 PATIO t;�-I S J Q,- DATED: �AV*Onaa AW � Portm By: AlgrlirE.OdC'2oow%lar. end MUMof DWWA A4WK Dwomd N BBYAI Hak, Bt1�a a#'D� +bYL=*Wmwifiwx=mY PW ProMlee Ck* S" B� D STOMN SCHWASAIM, City i4t urmy, UY�Xpp sIXM*I" Or MAROAM R D€ U3AUM, AWwnrft ft Crff OFLM Pup 12 of 12 EM 1i APPROVED AS TO FORM DATED: DATA: F"^-Ar!� l5% -%c W p Settlement AgrmmeM and Mute 1 Re ewc — City"d Guild Parties DOWNEYR1ND t)L, >' STEPUM J. 1N'Y13,R, A#i*mMs lbr Jack A4piK Guild Gig �m *W &Aaft of I A1*dd, Dw=9id BLAIR ice, City M6mjw, CrrV QF I= i D. STMM BABA Momy. CITY CE' LOODI FOxMM UMM & K+M ajp By: i MARGAM R DOUJ MUM, Aammos 1rr Cnrr OF LODi PASO 12 of 12 APPROVED AS TO FORM DATED: DATED: APPROVED AS TOPORM DATED: DATBO: 44*"'7 Ise '?d S Sit A900=0 and Mutual Release - City and Gild Parties ROOMY BRAND LLP By-.- STEPHEN y: STEPHEN J. WY R, Aumep farJack Alqui i, Guild CkmneM Inc. and Estate of Dwight Alquist, Demaead BLAIR KING, CaitY Manager, C17Y CE' LODI D. STEP'FMK SCHWABAUM City Attorney, CrrY OF LODI FOL.GER L Nis KAHN LLP 13Y= � MAROM . R. DOLLBAUM, AtUmleya for CITY GF LODI Pale 12 of 12 RESOLUTION NO. 2005-67 A RESOLUTION OF THE LODI CITY COUNCIL APPROVING THE GUILD SETTLMENT AGREEMENT RELATIVE TO THE ENVIRONMENTAL ABATEMENT PROGRAM FORMALLY BY RESOLUTION IN OPEN SESSION WHEREAS, on December 2, 2004, the Lodi City Council approved the Settlement Agreement with the Guild parties: Jack Alquist, individually and as a Trustee of the Alquist Family Trust, dated March 2, 1981; Guild Cleaners, Inc., a California Corporation; the Estate of Dwight Alquist, Deceased; the Alquist Family Trust, dated March 2, 1981; and Beulah Viva Alquist, individually and as a Trustee of Alquist Family Trust, dated March 1,1981; and WHEREAS, the Settlement Agreement contemplates a formal resolution approving the settlement in open session of the City Council; and WHEREAS, this resolution fulfills that provision but is a mere formality in that the Council has already approved the settlement in closed session. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby approve the Guild Settlement Agreement attached hereto as Exhibit A, relative to the Environmental Abatement Program litigation by adoption of this Resolution in "Open Session'; and BE IT FURTHER RESOLVED that funds in the amount of $2.2 million will be derived from the USF&G Settlement Fund. Dated: April 6, 2005 hereby certify that Resolution No. 2005-67 was passed and adopted by the Lodi City Council in a regular meeting held April 6, 2005, by the following vote: AYES: COUNCIL MEMBERS — Hansen, Johnson, Mounce. and Mayor Beckman NOES: COUNCIL MEMBERS— None ABSENT: COUNCIL MEMBERS— Hitchcock ABSTAIN: COUNCIL MEMBERS — None SUSAN J. BLAC STON City Clerk 2005-67 Settlement Agreement end Mutual Release A i4 �hi Sattlonwt Agreement and Release (the "Agregiment') is eatcred into mong the following parties The City of Mi,Califotnia, a municipal corporation (the "City"); and 2. Jack Alquist, individually and as a Ta of the Alquist Family Trust, dated, March 2.1981; Guild Cleaners, Inc., a California corporation; the F$tate of Dwight Alquist. Deceased: the Alquist Family Trust, dated. Nidi 2.1981; and Beulah V. Alquist. individually and as a Tmsrbee of Alquist Family Trust dated, March 2. 1981, (coLlecti vel y referred to as the "Guild Rrdes`j . Thm parties are sometimescollcetiyel,y rcforrcd to herein as the "Settling Rirties." Any person or entity identified above may be referred to as a "`Party." B. Backend E. The City is the owner and E I ofthe municipal sanitary sewer and water supply systems within the City of Lad's. 2. Jack Alquist, Beulah V. Alquist, and the Alquist FamilyTmst, dated, March 2, 1981 own or have owned at various t iras certain property located at 17 and 31 South Church S tree t, M i . California (the "GuildProperty"). ft. Guild Property, as well as certain neighboring property, is located within what is commonly referred to as the Central Plume Area and is alleged to have beco= environmentallycontamsnated asamsult cf orarising f3m theoperations of Guild Dry Cleaners and other businesses, and from the City's sewer madm located in the alley behind 17 South Church Sweat. 3. Dwight Alquist an individual, owned and operated Guild Ely Cleaners as a sole proprietorship at 17 South Church Street from approximately 1959 to 1981_ Dwight Alquist died in 1982. Mie City sued the Estate of Dwight Alquist. deceased, pursuant to the California Probate Code section 50,,;t seq„ in that federal litigation identified at paragraph I 1 cf this sec 6 on. 4, Guild Cleaners, Inc., a Californiacorporation, was incorporated in 1981 by Jack Alquist. Guild Cleaners, Inc, has operated the Guild Dy Cleaners at 17 S oath Church Street from approximately 1981 to the present. Settlement Agreement and Mutual Release —City and Guild )Mies Page I of 12 Contaminants, includingPCE, have bccn identified in tine soil and groundwater beneath the Ceaatral Plume Area, as set forth in that federal litigation identified at paragraph t 1 of this section, the April 22, 2004, California Regional Water Quality Control Board (the "RWQCB") Cleanup and Abatement Order No. R.5- 2004-0(43 for the Central Plume Area ("CAO"), and the rescinded Imminent and Substantial EndangermentDetermination and Remedial Action Order ("RAO") that ttte Department of Toxic Substances Control (DDTSC") issued for the Central Plume Area on May 30,2003. and amended on July 9,2003 (the "Central Plume Contamination"). 6. In cr about 2001, the Ouild Patties began invesfigadw activities wsxWzd with commencing a Rarrtedial Investigation/Fessibility Study("RVFS") in the Central PlumcArea. In or about April 2002, the Guild Parties submitted a draftRUFS Workplan to the RWQCB and the DISC. The Guild Parties have conducted all of their investigative activities and associatedwork and submittals to the RWQCB and DTSC in compliance with the National ContingencyPlan, 40 C.F.R.. Pati 300. 7. The amended RAO n umd as respondents Guild Cteancrs, Inc.; the Estate aE Dwight Alquist, Deceased: Odd Fellows Hall Association of Lrodi, Inc.; Lodi News Sentinel. Inc.; Beckman and Company; Beckman Capital Corporation; and Angelina Composto, The DTSC rescinded the RAO on or about May 12, 2004. 8. The RWQCB is that- lead governmental agency responsible for oversight of the Central Plume Area. Pursuant to a letter, dated May 12, 2004, the DTSC has relinquished all oversight irsponsilrility and,jurisdict}on aver the Central Plume Area to the RWQCB. 9. On April 22, 2004, the RWQCB issued Cleanup and Abatement Order BU. R5- 2004-OC)43 for (he Central Plume Area ("CAO"). The, CAO n.ar s asrespoadents Guild Cleaners, Inc.. the City. Lodi News -Sentinel. Odd Fellows Hall Association of Lodi, and Seckman ChpitA Corporation. 10 As part of the investigation and remed 1 a6 on me -mu res sd foltit above, the Guild Parties conducted a pilot study, which included the installation of a soil -vapor "traction sysl an. The Guild Parties also submitted a DRAFT Remedial Investigotion4%asibility Study, Lodi Central Plume Arm to the RWQCB ort August 16, 2004. The City conducted sampling and analysis of indoor air in the Central Plume Area pursuant to awork plan approved by RWQCB (ttte"Indoor AirAss&mrnent"), and performed deep groundwater sampling in the Central Plume Area. Settlement Agreement and Muwai Release- City and Guild Parties Page 2 of 12 11, On November 2, 2000, and as later amended on May 25,2001, August 4, 2044, September 9, 200-4, and January 21, 2005, the City filed a complaint for damages against Guild Cleaners, Inc., Jack Alqu ist; and Estate of Dwight Alquist, Deceased. among others, in United Stares District Courtforthe Pastern I6*Aetof California, CaseNo. C.TV-00-2441 FCD/JFM, allegingthat Guild Cleaners, inc., Jack Alquist; and Estate of Dwight Alquist. Daceased were responsible in part for the Central Plume Contamination (the "Lotti Action"). Guild Cleaners, Inc. has filed counterclaims against the City in the Lodi Action. 12. Substantial disputes exist among the Settling Parti, -,s regarding their respective liabilities and obligations arising from the Central Plume Contamination. By and through this Agreement. the SettlingParties have now resolved th settle any and all disputes arising from or related to the Central Plume Contamination or its causes. including those cl aims and counterclaims arising fin any alleged civil rights violations. NOW, THEREFORE. inconsideration for the mutual promises ret focth in this Agreement, the City and the Guild Parties agree to nesal-vetheir claims and allegations against Asch other in the mannerset forth below. Precondiflons to Settb meat cf Alimadw R100 This Agreement requires that the Settling ROdw will each take or authorize that certai n steps be taken for the purpose of obtaining arelease, ooa fr=he other. a good faith finding and contribution bar from the United States District Court for the Eastern. District of California, a covenant not to sue and a contribution bar from boththe RWQCB and D'I`SC, as identified below: (a) The City will establishan esarow account (the "CentralPlume Fund") into which the Guild Parties' settlerrtcnt payment wi 11 be deposited. The City will also make a settlement payment to the Centras Plume Fund. The settlement payments and any other amounts in the centralPlume Fund will be used by the City exclusively for environmental cleanup, invws gat! on ormmediation expenses incurred by the City with regard to the Central Flume Area. The amounts in the Central Plume Fund will not be used for the payment of legal or technical fees connected with the continued prosecution cf the Lodi Action or any other litigation or legal activities against any remaining potentially responsible parties ("PRFs"). The City will submit a rq=t of the expenditures f= the Fund to the Court bi- annually. If any money remains in the Central Plume Fund after the City obtains a n o further action letter or its equivalent from the RWQCB for the Central Plume Settlement Agreement and Mutual Release — City and Guild Parties Page 3 of 12 Area, the money maybe u9ed by the City solely forcleanup, investigation or remediation expenses in connection with other contaminatedplume areas within the geographic boundaries of the City of Lodi, California. Otherthanthe set d ement payment identified in this paragraph of the Agreeanen t, the Guild Parties will have no &Hgatim to pay the expenses of, conduct. orperfortn any cleanup, investigation or remediation activities associated with or for the Central PIurne Area. (b) WW-dn, thirty (30)calendardays of the Court's conflnnation of this settlement pursuant to Section 3 of this Agr emtnt, the Ovild Parties will make a settlement payment into theCentral Plume Fund in the arnount of $4.2million (four million two hundred thousand dollars and no cents). and the City will melee a settlement payment in the anumt of $2.2 million (two million two hundred thousand dollars and no cents) into the Central Plume Fund. (c) Mie City will assume the Guild Parties' obligations under theCAO for the Central Plume Contamination. wbc�her the City is specifically named under such. CAO or not. Bxo-_pt for any obligations of the Guild parties covered, released, or extinguished by the covenants not to sue pursuant to paragraph C.1.Q) of this Agreement. the City will assume any obligationscCthe Guild Parties under any future order of any regulatory agency, including federal, state and local agencies, regarding the Central Plume Contamination. (d) TIe Guild Parties and their attomeys will cooperate fully and assist in coordinatingthe City's retention of the Guild Parties' technical and litigation consultants and experts (collectively, "Guild's experts"), Donald Bradshaw, LFR, Levine, Fricke, Inc. ("LFR"), Keith O'Brien, and Peter Krasnoff. In addition, the Guild Parties and their attomeys will authorize Guild's experts to provide ft City with all work product relating to the technical work conducted by LFR, Keith O'Brien crPeter Krasno ff, prepared on behalf of the Guild Parties, in electronic and hard copy, including investigation. mo ni tori n g and response action data, all reports and database compilations, and all field notes and reports of technical person neI (e,g. , daily field reports and logs), but not including attormy work product. which will remain privileged and protected, (e) The Guild Parties will allow the City reasonable access to the Guild Property to the extent reasonably necessary and without cost to the City to comply with the CAO, upon seventy-two ("?2") hours' written notice to: Guild Cleaners. Inc., Attention Jack Alquist and Scott Rowell, 175. Church Street, Lodi, California 95240. facsimile (209) 368-2542. and Lori J. Gudco, Fsq., 455 Capitol Mall. Suite 210, Sacramento, CA 95814, facsimile (916) 4424145, to comply with the CAO for the Cental Plume Area. The City may obtain access under this Settlement Agreement and Mutual Peleam — City and Guild Parties Page 4 of 12 paragraph on less than seventy-two ('72") hours' notice: (1) i n the event of an emergency on the Guild Property that makes it impracticable to provide ft notice provided in this paragraph, or (ii) if so ordered by the RWQCB, The City agczzs to require that any and all consultants and contactors working at the Guild Property carry insurance and that Guild Cleaners, Inc. and Tack Alquist be named as additional insureds under those policies, The City agrees to repair any damage caused by its activities on tete Guild Property associated with the work under this pwa rte• ( Mie Quid Parties will to ansfer ownership of and allow Ow City full acces-s to and use of any and all remedial, investigatory and rno n i tori ng equipment installed by the Guild Parties, including any related contracts (with no outstanding balances or charges owing), warranties. equipment manuals. invoices/receipts, service agreements, rental agreements, plans and specifications (original design and as- builts). In addition. the Guild Parties will allow the City full access to any and all monitoring wells on the Guild Property and Guilds experts will provide the My with information relating to their location and installation, to the extent that information has not otherwise been pmvided. Tbo City agrees to conduct all 0&M associated with any equipment that is transferred under this Agreement at its own cost. Guild makes no representations or warranties regarding the condition. suitability,or effectivenessof the, equipment transferred under this paragraph and the City expressly recognizes that the equipment transferredunder this paragraph is transferred AS 15, WHERE IS. Other than the equipment presently installed on the Guild Property as of the, Effective Date of this Agreement, the City shall not install any new equipment on the Guild Pity. unless otherwise ordered by the R W QCB or to comply with the terms of the CA.0. The City shall remove the equipment presently installed on the Guild Property within ten (10) years of the Effective Date of this Agreement. unless of herwisc ordered by theR W QCB or to comply with the terms of the CAO. The City shall properly abandon all monitoring wells and remove all equipment transferred under this paragraph upon conclusion ofany work required under the CAO, in accordance with all applicable laws and regulations. Closure of all monitoring wells and removal of all equipment F the Guild Propert y shall be done in such a manner as to gesture the surface of the Guild P mperty, to its rxmml condition prior to the installation of any such monitoring wel 18 or equipment. (g) The Guild Parties will assignm the City their rights to pursue any claims against any parties in the Lodi Action relating to or arising from the alleged Central Plume Contamination, including the City's formerconsultantsor experts, as well as the City's formeroutsidt counsel. Settlement Agreementand Mihal Release — City and Guild Rn:b Puge 5 cE 12 (h) On the Effective Date efthis Agr+eemmt. the City will be d4a the' gewratw" forpurposes of completing hazardous waste manifests for offsite disposal of all waste extracted from the Guild Property in connection with the cleanup of the Central Plume Contamination. (i) This Agremmit lssubject to confirmationbythe United StatesDistrict Court for the Eastern District of California in an order finding this settkm=t to be entered into in good faith under section 877.6 of the CalifomiaCode of Civil Procedure and baring any claims for contribution against the City and the Guild Parties under section 877.6 of the C,: iJornia Code of Civil Procedure and applicable federal law. Th is Agreement is conditioned on the Guild Parties obtaining covenants not to stye and contribution bars from both the RW Q C B and the Department of Toxic Substances Control. 2. Relleam (a) Excepting and preserving the obligations and duties of the parties set forth in this Agreement, aM in considerationof the promises exchanged above, the fording of a good faith settfcmcnt under California law. and ti>e. granting of a contribution bar as contcmpla.ted by this Agreement, the City, its former and current attorneys, former and current consultants, and agents foreverma ease the Guild Parties, and each cftheir mspectivc administrators, uus tors, trustees, beneficiaries, shareholders.office.rs, directors, beneficiaries. predecessors, successors, assigns, partners, parents, subsidiahos, affiliated and related legal entities, agents, employees. servants. representatives, firs, and associationsconnactcd with them, including without limitation their insurers, sureties, and attorneys, of and from any and all claims. demands. causes of action, obligations, liens. damages. losses, costs, and attorneys', consultants', and experts' fees and expenses of every kind and nature whatsoever, known and unknown, fixed or contingent, arisirg from. related to. or connected with (1) the Centra] Plume Contamination: (2)any soil or groundwater contaminationaC Guild Cleaners — Wine Country, a Cal i fomi a Limited Partnership; (3) the equipmenttrd,ttSferred under paragraph C. 1,(f) of this Agreement; (4)the Ladi Action; and (S) the CAO. (b) Excepting and preserving the obligations and duties of the parties set forth in this Agreement. and in considerationof the promises exchanged above, and the good faith finding and the granting of a contributiontmr as contemplatedby this Agreement. the Guild Parties forever release the City and each of its elected officials, appointed officials, managers, officers, administrators. assigns. affiliated and related legal entities, agents, employees, servants. representatives. and Settlement Agreement and Mutual Release —City and Guild Parties Page 6 of 12 political associations or subdivisions, including without limitation its insurers and sureties, cfand from any and all claims, demands, causes of action, obligations. liens, damages, losses, costs, and attorneys', consultants', and CxP-: s' fees and expenses of every kind and Mature whatsoever, known and unknown, fixed or contingent. arising from, related to, or connected with (1) the Central Plume Contamination; (2) any soil or groundwatercontamination at Guil d Cleaners — Wine Country. a CaliforniaLimited Partnership; and (3)the Lodi Action. 3. ConOr t . t Within thirty (30) calendardays after both (i) executionofdtis Agreement, and (ii) the Guild Parties' obtaining covenants not to sue and contributionbar:5 from the RWQCB and the DTSC. the Guild Parties will file a trotim soeking corrtirtnation by the Cart of the settlement, a judicial finding that the settlementwas entered into in good faith under California law, and seeking an orderbarring any contributionactions for "Matters Addressed" in this Agreement. "Matters Addressed" in this Agreement, include, but arenot limited to, (i) all removal or remedial actions undertaken at the Central Plume Area, (ii) all response costs incurred or to be incurred by the City, any regulatory agency of the State of California or United States of America. or any private party in connection with the Central Plume Area, (iii) enforcement actions undertaken or to he undertaken by any regulatory agency of the State of Californiam United States of America in connection with the Central Plume Contamination. (iv) torts, toxic torts, personal injuries arising from the Central Plume Contamination. and (v) litigation costs associated with the Central Plume Contamination or the Lod i Action. The City will support the Guild Parties' motion to aonfilm the settlement, for a good faith finding, and £era contribution bar. Within thirty (30) calendar days of the exec# on of this Agreement, the City shall secure approval of this Agreement from the Lodi City Council by formal resolution, NUhn five (5) calendar days of the Effective Date. the City and the Guild Parties shall 5le a stipulation and proposad order to dismiss with prejudice any and all claims against each otter in the Lodi Action. 4. Nom ofLinbifity tris settlement represents an agreement resisting frau disputed issues cf fact and of law. By entering into this Agre�,,amnt, the Settling Rau des do rut admit that they, individually or jointly, have any liability or obligation for the actual or alleged environmental contamination within Lodi. None of the terms reflected herein nor any statements or communications made by the Settling Parties or their agents, attorneys. or i usurers during the negotiations leading to this Agreement shall be considered admissions of liability by or on behalf of any of the Settling Parties Settlement Agreement and Mutual Ralease — City and Guild Parties Page 7 of 12 5. Effediw.DWOCA llt Trii Agreement shed be effective upon the entry c Fan osier by the dated S Cates District Court for the Eastern District cf California in the Lodi Action, finding the setticrmnt in good faith under section 877.6 of the Code efCivil Procedure and barring any claims for contribution against the City and the Guild Partivs under section 877.6 of the California Code of Civil Procedure and applicable federal law (the "Effective De6e") . Each Settling Party represents and gats that no other person or entity has, or has had, any interest in the claims, demands, obligations, crcauses of action referred to in this Agreement. Each Settling Party further represents and warrants that it has the sde right and exclusive authority io execute this Agreement and to agree to the terms herein, and that it has not sold, assigned, transferred, conveyed, or otherwise disposed of any claims, demands, obligations, or causes cf action rcXcard to in this Agreement. 7. Uncertahs y of Orcunraitanm Each party hereto acknowledges titt there is a risk that, subsequent to the execution of this Agreement, it may incur. suffer, or sustain an injury, loss, darnages, costs, afton©eys' fees, expenses, or any ofthese. which are in somewayaaus.ed by orconnected with thematters released and referred to above, which are unknown and unanticipated at IN,- timethis Agreement is signed, or which aro not presently capable efbeing ascertained, and fixdwthat there is a risk that such damages as are known may become more serieus dean the Settling Parties now expect or anticipate. Nevertheless. each of the Settling Parties hereto acknowledges that this Agreement has been negotiated and agreed upon in light cELhat rr�liza.tion and hereby expressly waives any rights it may have in such unsuspected claims. 2Ys release of claims is not intended to release any contractual rights that a policy holder may have against tris, her, or its own insurer. 8. Waiver ofRlM I(JAl_Oode115412) in entering into this A$retnnent, each Settling Party has bad tate benefit of legal counsel and has been advised of, understands, and knowingly and qped±LmllywaSvcs its rights under California Civil Code Section 1542. which provides n follows: CERTAIN CLAIMS NOT APFE= BYGENIMAL RELEASE—A genteel release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time ofexecuting the rolcast which, if known by hkA must have materially affected his sattiernent with debtor. Settlement Agreement and Mutual Release — City and Guild ]ties Page 8 of 12 Each party hereto further waives all rights under any similar law in any state or territory of the United States. 9. Caeb Wd littarmys' Fees The Settling Parties acknowledge and agree that they are to boar their owns casts, expenses, expert and consultant fees. and attorneys' fees arising out of the Matters Addressed herein. the negotiation, drafting,and execution of this Agreement, and all matters arisingout of or connected therewith. 10. 11*t AznmMnt This Agmnwt supersedes any piiorcommunications,agreements, and understandings regarding the matters contained herein between the signatoriesheteto or their reprersentatives. Any representation,,promise, or condition in connection with such matters that is not incorporated in this Agreement shall not be binding upon any of the Settling Parties. 11. Biudiulltr,_ '4d Subject to the condi tions found in thisAgreement, ftdsAgreern-eQt shall be binding upon and shall inure tnthe benefit of the Settling Parties ar. well as their respective offeers and dire mrs, the rrspecdve heirs, executors. administrators, trust ors, MMM. beneficiaries, predeccssors, successors, affiliated and related entities, officers, ftectors. principals, agents, employees, assigns, representatives, and all persons, firms. associations, and/or corporations connected with them, including, without limitation, their sureties and/or attorneys, except as otherwise provided by this Agreement 12. BeWO.OfC ..o Nib" In enteringinto thisAgneament. each Party reeprex tts acrd warrants that he, she, or it is not relying on any representations, opinions, conclusions. recommendations, or opinions express by, provided by. or inferred fxnnany other Party to this Agreement. any attorney for any other Party, or any other Party's experts. consultants, or aunts. Each Partyraprowm and wits that it has been fully adviscd by its attorney eoriceruing the affect and finality of this Agsrcmct�t and that the Party understands. without reservation or doubt, tbeeffectand finality of this Agreement. 13.E This Agreement may be executed in counterparts. and all so executed shall be binding upon all Parties hereto. notwithstanding that the signatures of the Parties' designated representatives do not appearon the same page. Settlement Agreement and Mutual Release —City and Guild Parties Page 9 of 12 14. Representadm and Warranda The Settling Parties make the following representations and warranties to the extent that the representauon is related to its own respective knowledge, interests, cr action: (a) Each Party vanaits that it is fully authorized to enter inm this Agreement on behalf of itself and that each Party's signatory is authorized to sign on behalf of the Party identified, and (b) Jack Alquist and Guild Cleaners. trio, repre-ent and warrant that they performed a reasonable search to locate policies issuedto Dwight Alquist, JackAlquist, or Guild Cleaners, Inc, regarding the Guild Property or Guild Cleaners, and that there are no other insurance policies. 15. Governtine Lsw This Agreement is entered into and shallbe interpreted in d a n c e with the laws of the State ofGali fornia, the laws of the United States of Americ-a, and the common law, as applied in thejurisdiction cf the United States Court cf Appeals for the Ninth Circuit and the United States District Court for the Eastern Mctdct of California. <SIGNATURE PAGES FOLLOWS Settlement Agreement and M*1141 Release — City and Guild Parties Page 10 of 12 DATED: ;,tl JAG'S Al DIST, ln&v kally amd as a Trumea oft ie .AWA Fly Traik d*d, Mar&2, 19y8�1 � DATED: r r GtHW CLEAIIR,9, WC. . JACIL PRESMENr DATED: BWLA ik V. AL JQt1I$'1', bi'► Mwgly sad a a T„uffkc of ft A "St Famfly TWark aaxd, Muvh 2. 1981 APPROVED AS TO FORM LAW oMCZ OF LO15f1< J. GUALCO DATJW! D/ LORI r. (KJALCO, fK JacAtgnst air= =adc Seukamest Apemand jmd h4vwdRakew -Cky and ,OuiM Paries Pelle 11 of 12 A DATES: JACK ALqVW, LuBtUkudly ad is a Tmme Of the ALqBW FIRMUy *Usk dgm4lftirch 2, 1981 DATED' GumD cLz&NmvA:INCL by. JACK AlQUW,?RB9MMHT BOULAR V. ALAXYZts hAvi&Wly ad as a Mwft Otto Okbpft fasomy Twit M04 Mmh 2. IM APPROVIU) AS tO IK)RM LAW OMCX OF L46M L GUALOD DATED. - LM X COUALOO, AtkmM hr Jm* AlgoW and OdU CWWMM ki& I SeWswast Aommut and MRSW Rolmme - City and Gael Putift APPROVED AS TO FORM DOWNEY BRAND LLP DATED: -2- - /S -DS DATED APPROVED AS TO FORM DATED: DATED 6!7847,2 Settlement Agreement and Mutual Release —City and Guild Parties BY' S'I�3PHLN IF J :MEYEIt, AC s for Jack jk ist, Gui d Curs, Inc. and Estate of Dwight fllquist, Deceased BLAIR KING, City Manager, CITY OF LODI D. STEKEN SCHWABAUER, CityAttxwy, CITY OF LODI FOLGER LEVIN & KAHN LLP By. MARGARET R. DOLLB A UM, Attorneys far CITY OFLODI Page 12 of 12 APPRIOVMD AS TO FORM DATBD- DATED: DATER: SdUmMerA AVV=Mt Wd mulw — city od G" Pwbm DOWMVDRANDLLP 1. MOV4 AUwwp fw look AJqWFL OW ChOW16 I= M& or DOW* AMWA DwemW LARSON ]WIG ICY B�4R, Stub aEiDtt AApiK by Lawbomms hmmum Cbmptay pat pm*mcode totimosso Br. - A 6rHPM SC33WABAUEk City AUmmy, CITY Cr LODI fOL4MM LEVIN & KAHN LLP By: MARGARV It DOLLILAUM. A*wwp for cylry OF LOW PW 12of 12 APPROVED AS TO FORM DATED: APPROVED AS TO FORM DATED: al ) S') o DATED: Settlement Agreement and MutualAclawa — Cityand Guild Paniaa DO*MrYiIRAMD Lop STEPMW J. Wtlt, Anoomp filar lack AlquK Guild Gie rt. — aaai Estate of DwW A100. BLAIR. ICM City , CITY OF LOD[ D. s7rWxsrrstWAHA ter. CITY CF LODI FOLGIR Ix M & K+ M LLP By: MARGARET IL DOLLBAUM, Anmnqs Im CnT OF LODI PaSe 12 of 12 APPROVED AS TO FORM DATED DATED: APFROVED AS TO FORM I. DATA: � !Sf ZdZS SrxtlemeW AV-mne t and Mutual Release - City and CAMd Parties DO MV BRAND LLP STEPHEN J. MEYER, Attmum for Jack AUpda, Child Clemic% Tnc. and l statc of Dwight Aiquist, Deoemd BLAIRKING, City Mmega, My OF LODI By: D. STEPHENSCWARAUEk City Attomcy, CITY OF LODI FOLGBR LIMN do K4HN UP MAR(WtA R DOLUAUM, Attorrier for cny GF LODI Page 12 of 12