SETTLEMENT AND RELEASE AGREEMENT
RECITALS
Exhibit A
A. This Settlement and Release Agreement is entered into by and between Jason Oldenburg and Flavia Fontolan (the "Oldenburgs", collectively), on the one hand, and The City of Torrance ("The City'') on the other hand. Where appropriate, the Oldenburgs and The City may also be individually referred to as the "Party" and collectively referred to as the "Parties".
B. Certain disputes have arisen between the Oldenburgs and The City regarding an encroachment area described in Exhibit "1 ". Hereinafter, those disputes will be referred to as the "Claim".
C. This Settlement and Release Agreement ("Agreement") is made and executed by and between the Parties.
D. Each Party to this Agreement is fully apprised of the facts set forth in these Recitals and of the facts and contentions raised in the above-referenced Cl~ and in all other aspects of the dispute between or among the Parties, whether pied or not, and possibilities of each action and matter described herein.
E. The Parties desire to settle all disputes and claims which exist or which may exist between and among them arising out of the facts, matters, and events set forth above, without admitting any liability.
AGREEMENT
The Parties to this Agreement, for and in consideration of the mutual covenants, promises, and conditions set forth herein and subject to the terms and provisions hereof, agree to the following terms:
I. Pa,xment: In consideration of the representations and agreements herein, The City will accept and the Oldenburgs will pay the sum of thirty thousand dollars and zero cents ($30,000.00) in full, final and complete settlement of all allegations or potential claims arising out of the Claim (the "Payment"). The Payment will be made as follows:
Upon approval of the attached Exhibit "1° by The City and the Torrance City Council at a City Council public meeting, with a resolution formally adopted, the Oldenburgs will issue one certified check made payable to "The City of Torrance".
The City agrees to promptly obtain approval of Exhibit "1" through a City hearing by no later than April 30, 2024. Within IO business days of the City's written notification of the approval to the Oldenburgs or their counsel, with the adopted resolution, the Oldenburgs will deliver the Payment to the City by mail with tracking confirmation. 1 of6
2. Easement Draft and Cost: The Oldenburgs agree to bear the costs for preparing Exhibit "1", including the costs for filing and recording Exhibit "1" with the appropriate State and County authorities. The City shall bear the costs of their review and approval of Exhibit "l ".
3. Attorneys' Fees : Each Party shall bear his/her/its/their own attorneys' fees and costs incurred. If any Party hereto commences any action arising out of this Agreement, including, without limitation, any action to enforce this Agreement or, in the event of a dispute, to interpret this Agreement, the prevailing party or parties in such action shall be entitled to recover its reasonable attorneys' fees and other expenses incurred in such action. Any award of attorneys' fees hereunder shall not be computed according to any court schedule, but, instead, shall be in such amount as to fully reimburse all attorneys' fees actually incurred in good faith, regardless of the size of the judgment, since it is the intention of all Parties to compensate fully the prevailing party for all attorneys' fees paid or incurred in good faith.
4. Release by the Parties : In consideration of the recitals, covenants and agreements set forth in this Agreement, and other good and valuable consideration, receipt of which is hereby acknowledged, upon the Effective Date of this Agreement, the Parties hereby forever and fully release, acquit, and forever discharge each Party, Jason Oldenbur& Flavia Foiltolan, The City of Torrance, and his/her/its/their predecessors, principals, parents, heirs, successors, assigns, subsidiaries, affiliates, commonly controlled entities, companies, enterprises, ventures, partners, insurers, investors, attorneys, officers, shareholders, directors, agents, representatives, employees, clients, administrators, executors, personal representatives, of and from any and all claims, demands, actions, causes of action, suits, liens, liens by subcontractors, liens by suppliers, debts, obligations, promises, agreements, costs, damages, liabilities, court ordered payments, and judgments of any kind, nature, or amount whether in law or equity, whether known or unknown, anticipated or llllanticipated, liquidated or unliquidated, including any and all claimed or unclaimed compensatory damages, consequential damages, interest, costs, expenses and fees (including reasonable or actual attorneys' fees) which were or could have been raised in, arise out of, relate to, or in any way, directly or indirectly, involve the Claim and any other claims he/she/it/they may have, whether known or unknown, fixed or contingent, concerning the Claim from the beginning of time through the date of this Agreement.
This release does not extend to those covenants, conditions, and restrictions described in the easement attached as Exhibit "1".
5. Release of Unknown Claims/Waiver ofCi-Yil Code§ 1542 : The Parties acknowledge and agree that they may hereafter discover facts different from or in addition to those facts known or which they now believe to be true with respect to any and all of the claims, demands, actions, causes of action, suits, liens, debts, obligations, damages, liabilities, judgments, costs, expenses, and fees (including reasonable attorneys' fees) existing at the time of execution of this Agreement including the releases hereinabove. The Parties further acknowledge and agree that there is a risk that, subsequent to the time of execution of this Agreement including the releases hereinabove, they will incur or suffer damage, loss or injury to persons or property which is in some way caused by or connected with this Claim, but which is unknown or unanticipated as of the time of execution of this Agreement including the releases hereinabove. Nevertheless, except as specifically provided herein, the Parties assume such risk and agree that the releases set forth hereinabove have 2 of6
8. Acknowledgments : Each of the Parties acknowledges and agrees that:
a. This Agreement is entered into and executed voluntarily by each of the Parties hereto and without any duress or undue influence on the part of, or on behalf of; any such Party.
b. Each of the Parties hereto has been represented by counsel of his/her/its own choice, or has had the opportunity to be represented by counsel and to seek advice in connection with the negotiations for, and in the preparation of, this Agreement and that he/she/it has read this Agreement and that he/she/it is fully aware of its contents and legal effects; and c. The drafting and negotiation of this Agreement has been undertaken by all Parties hereto and/or their respective counsel. For all purposes, this Agreement shall be deemed to have been drafted jointly by all of the Parties hereto with no presumption in favor of one Party over another in the event of any ambiguity.
9. Compromise of Disputed Claims : It is understood and agreed that this Agreement is the compromise of disputed claims, and that the terms of settlement contained herein and the releases executed are not intended to be and shall not be construed as admissions· of any liability or responsibility whatsoever and each released Party expressly denies any liability or responsibility whatsoever.
I 0. No Tax Advice : This Agreement does not contain any tax advice. This Agreement may have specific tax ramifications. To be sure each Party understands and is certain of all the potential tax consequences, each Party should consult with tax advisors regarding these matters.
11. Severability: If any of the provisions of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, the va1idity and enforceability of the remaining provisions shall not be affected thereby.
12. Binding Effect: This Agreement shall be binding on, and shall inure to the benefit of, the Parties hereto and their respective administrators, representatives, successors, and assigns.
13. Goveming Law: This Agreement shall be governed by the laws of the State of California and any question arising hereunder shall be construed or determined according to such law.
14. Representation of Parties : The Parties each represent and warrant that the attorney signing this Agreement as his, her, its, or their attorney is the chosen attorney employed to represent him. her, i~ or them with respect to this Agreement and all matters covered by this Agreement, including the releases contained herein; and that he, she, it, or they has/have been fully advised by said attorney with respect to his. her, its, or their rights with respect to the execution of this Agreement and the releases contained herein. All Parties who are representing themselves are warned to obtain the advice of an attorney before signing this Agreement.
15. Further Assurances: The Parties agree to do all acts and things and to make, execute, acknowledge and deliver such written docwnents, instructions and/or instruments in such form as shall from time to time be reasonably required to carry out the terms and provisions of this Agreement, 4 of6