HomeMy WebLinkAboutVadnais Corporation - MCP Industries, Inc. - Arch Insurance Company - D.H. Charles Engineering, Inc. - 2011-12-05•
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V CITY OF HUNTINGTON BEACH
Interdepartmental Communication
TO: JOAN FLYNN, City Clerk
FROM: JENNIFER McGRATH, City Attorney
DATE: December 12, 2011
SUBJECT: MCP Industries Inc. v. Vadnais Corporation, City of Huntington Beach, et
al., Orange County Superior Court Case No. 30-2008 00113320
The City Council approved the Settlement Agreement with Vadnais Corporation during
the October 17, 2011 closed session and authorized the City Manager to sign it on behalf
of the City. The City Manager and the parties have signed the Agreement. Attached is
the signed, original Agreement for your files.
JENNIFER McGRATH
City Attorney
c: Scott Field
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SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Settlement Agreement and Mutual Release (hereinafter the "AGREEMENT") is
entered into, by, between, and among the following Parties:
CITY OF HUNTINGTON BEACH ("CITY");
2. Plaintiff, MCP INDUSTRIES, INC. ("PLAINTIFF MCP);
3. Cross -Defendant MCP INDUSTRIES, INC. ("DEFENDANT MCP) ;
4. VADNAIS CORPORATION ("VADNAIS");
5. ARCH INSURANCE COMPANY ("ARCH"); and
6. D.H. CHARLES ENGINEERING, INC. ("D.H. CHARLES").
Said AGREEMENT shall be on the above -listed Parties' behalf individually and on
behalf of themselves and their respective principals, attorneys, officers, directors, shareholders,
employees, subcontractors, council members, members, partners, subsidiaries, insurers,
predecessors, successors -in -interest and assigns.
DEFENDANT MCP, VADNAIS, ARCH AND D.H. CHARLES are hereinafter
collectively referred to as "DEFENDANTS." All of the above -named individuals and entities
are hereinafter collectively referred to as the "SETTLING PARTIES" in this AGREEMENT
with respect to the litigation and claims described herein. PLAINTIFF MCP and DEFENDANT
MCP are also referred to herein collectively as "MCP."
1.0 PARTIES REPRESENTATION
The SETTLING PARTIES represent as follows:
(a) That each expressly has the authority to execute this AGREEMENT, and that this
AGREEMENT as so executed will be binding upon each of them; and
(b) That the representations set forth herein shall endure forever and shall survive the
execution of this AGREEMENT and the settlement and dismissal of the action.
2.0 RECITALS
2.1 WHEREAS there is a dispute, controversy, and/or claim among the SETTLING
PARTIES, which concerns and/or involves the design and construction of a new gravity sewer
pipeline in the City of Huntington Beach, California, by microtunneling, from a new lift station
under construction, Lift Station D ("LSD") at Los Patos Avenue, along Warner Avenue, and
onto Pacific Coast Highway. The pipeline is known as the Warner Avenue Gravity Sewer Line
("WAGS"). For purposes of this AGREEMENT, the dispute, controversy and/or claim among
the SETTLING
SETTLEMENT AGREEMENT AND MUTUAL RELEASE Page 1 of 11
Re: MCP Ind. v. Vadnais Corp., et al.
PARTIES shall hereinafter be referred to as the "WAGS DISPUTE."
2.2 A. WHEREAS on or about October 20, 2008, PLAINTIFF MCP filed a Notice of
Commencement of Action on Stop Notice Claim against VADNAIS, CITY and ARCH
entitled MCP Industries, Inc. v. VVadnais Corporation, et al. in the Superior Court of
California, County of Orange, bearing Case No. 30-2008-00113320 (hereinafter referred
to as "PLAINTIFF MCP' S ACTION").
B. WHEREAS on or about June 8, 2009, VADNAIS filed a Cross -Complaint against
DEFENDANT MCP and CITY, and on or about November 13, 2009, VADNAIS filed a
Cross -Complaint against D.H. CHARLES (hereinafter collectively referred to as
"VADNAIS' CROSS -ACTION").
C. WHEREAS on or about June 8, 2009, CITY filed a Cross -Complaint against
VADNAIS and ARCH (hereinafter referred to as "CITY'S CROSS -ACTION").
D. WHEREAS, on or about August 20, 2009, CITY filed a separate Cross -Complaint
against Bureau Veritas North America Ltd. ("BVNA"). The CITY'S Cross -Complaint
against BVNA, and BVNA'S subsequent Cross -Action against Jacobs Associates and.
Leighton and Associates are not part of this AGREEMENT. BVNA, Jacobs Associates
and Leighton and Associates are hereinafter collectively referred to as the "DESIGN
PROFESSIONALS."
E. PLAINTIFF MCP'S ACTION, VADNAIS' CROSS -ACTION and CITY'S
CROSS -ACTION are hereinafter collectively referred to as the "SUBJECT ACTION' in
this AGREEMENT with respect to the litigation and claims described herein.
2.3 WHEREAS, it is the intent of the SETTLING PARTIES to fully and finally resolve the
SUBJECT ACTION and all claims at issue between and among the SETTLING PARTIES
relating to the SUBJECT ACTION and the WAGS DISPUTE, except as otherwise stated herein,
and all terms of this AGREEMENT are to be construed so that their meaning will effectuate this
intent,
2.4 WHEREAS, the SETTLING PARTIES each recognize that litigation among themselves
would require substantial time, effort and expense unless this litigation is settled and terminated
between and among them at this time; and
2.5 WHEREAS, the SETTLING PARTIES represent and warrant that each individual and/or
party executing this AGREEMENT is duly authorized to execute this AGREEMENT and
expressly has the authority to execute this AGREEMENT on behalf of all parties it represents as
identified by its signature line, that it is binding in accordance with its terms and that this
AGREEMENT as so executed will be binding upon it/them; that they, on behalf of all parties
they respectively represent as identified by their respective signature lines, are the true holders of
all rights and remedies which they purport to release, and that they have not assigned or
transferred any of these rights or remedies to any other individuals and/or entities, and no further
approvals are required to be obtained from any persons or entities; and that the representations
set forth above shall endure forever and shall survive the execution of this AGREEMENT and
the settlement and dismissal of the SUBJECT ACTION, as defined, below.
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AGREEMENT AND MUTUAL RELEASE
WHEREFORE, in consideration of the covenants and agreements expressed herein, and
the recitals set forth above, which form a part of, and are incorporated into this AGREEMENT,
the SETTLING PARTIES hereto agree as follows:
3.0 NO ADMISSION/DISPUTED LIABILITY
In making this AGREEMENT, the SETTLING PARTIES to this AGREEMENT do not
admit the sufficiency of any claims, allegations, assertions, contentions, or positions of any other
party, or the sufficiency of any defenses to any such claims, allegations, assertions, contentions
or positions. Further, in making this AGREEMENT, the SETTLING PARTIES to this
AGREEMENT agree that the covenant and release comprising this AGREEMENT are not
intended to be admissions of liability, negligence, willful conduct, breach of contract, or fault of
any kind whatsoever, by any SETTLING PARTY. The SETTLING PARTIES hereto desire to
resolve the SUBJECT ACTION in an amicable fashion and, pursuant to Code of Civil Procedure
Section 877, et seq., the SETTLING PARTIES have entered into this AGREEMENT in good
faith and with the desire to forever settle as between them any and all claims, any and all
disputes, the SUBJECT ACTION, and all matters relating thereto, except as provided within this
AGREEMENT.
4.0 SETTLEMENT TERMS
4.1 Amounts
VADNAIS, DEFENDANT MCP and D.H. CHARLES, through their respective insurers,
agree to pay to CITY the total sum of $850,000.00 (Eight Hundred Fifty Thousand Dollars and
Zero Cents). This amount shall be paid by check payable to "City of Huntington Beach" bearing
the note "Cash Contract 1269" [Tax ID 995-6000723] as follows:
VADNAIS $600,000.00
DEFENDANT MCP $225,000.00
D.H. CHARLES $ 25,000.00.
PLAINTIFF MCP and VADNAIS take no money under this AGREEMENT.
CITY shall retain the unpaid retention under the VADNAIS contract and VADNAIS
waives any claims to payment to retention or any other alleged unpaid amount due from the
CITY under the July 17, 2006 Construction Contract between VADNAIS and the CITY.
4.2 Attorneys' Fees and Costs Excluded
The SETTLING PARTIES each agree to bear their own attorneys' fees and costs.
4.3 Payment Schedule and Disbursement
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THE SETTLING PARTIES and their respective counsel shall execute this
AGREEMENT and shall provide a copy of the executed AGREEMENT to counsel for THE
SETTLING PARTIES. Within fifteen (15) days of the Notice of the Court granting the
application for determination of good settlement as set forth in paragraph 4.8 below, VADNAIS,
DEFENDANT MCP and D.H. CHARLES agree to pay the settlement amounts as indicated
above.
Gibbs, Giden, Locher, Turner & Senet LLP, counsel of record for the CITY, shall hold
the settlement funds in trust and not distribute the funds to the CITY pending satisfaction of all
of the following: (i) the delivery of a fully executed AGREEMENT to counsel for each of the
SETTLING PARTIES; (ii) the granting of an order by the Court deeming the subject settlement
outlined in this AGREEMENT to be in "good faith" pursuant to Code of Civil Procedure section
877.6; and (iii) the delivery of entered dismissals with prejudice of PLAINTIFF MCP' S
ACTION, VADNAIS' CROSS -ACTION and CITY'S CROSS -ACTION as to the SETTLING
PARTIES only to counsel for each of the SETTLING PARTIES.
4.4 Mutual Release By And Between The Settling Parties
Except for the obligations of the SETTLING PARTIES as set forth in this
AGREEMENT and the express exceptions noted in this paragraph 4.4, and in consideration of
the receipt of the above -referenced sums, SETTLING PARTIES, and each person and entity
included in the definition of SETTLING PARTIES, for themselves, their sureties and their
affiliates, and their respective predecessors, successors and owners, hereby fully release and
discharge each of the other SETTLING PARTIES together with their respective successors,
divisions, affiliates, units, parents, subsidiaries, shareholders, officers, directors, attorneys,
employees, agents, council members, members, contractors, insurers, sureties, subcontractors
and representatives of all kinds, from any and all claims, actions, causes of action, agreements,
demands, contracts, covenants, obligations, duties, damages, losses, liabilities and expenses of
whatever kind or nature, in law, equity or otherwise, whether known or unknown, suspected or
unsuspected, anticipated or unanticipated, which SETTLING PARTIES and/or any of the entities
included within the definition of SETTLING PARTIES and their respective affiliates, if
applicable, has, had, or hereafter may have, directly or indirectly, arising out of, in connection
with, relating to or concerning in any way the WAGS DISPUTE and the SUBJECT ACTION,
EXCEPT, HOWEVER, the release provisions do not extend to encompass, release, discharge,
impair or otherwise adversely affect any claims, including indemnity obligations, arising out of
or relating to
(a) latent deficiencies (as defined in California Code of Civil Procedure section 337.15)
in any materials, equipment or work provided in connection with the Drive One installation;
(b) any warranty or guaranty of the materials provided for Drive One;
(c) any claim, action or cause of action by any person or entity who is not a party to this
agreement for property damage, bodily injury, personal injury sickness, disease or death with
respect to VADNAIS' work on the Project; and
(d) any claim, stop notice, demand, action, administrative proceeding or cause of action
in which it is claimed that VADNAIS failed to pay any amounts to or on behalf of any worker,
employee, union trust fund, supplier (of any tier), subcontractor (of any tier), materialmen (of
any tier) or lessor of equipment (of any tier). .
(e) the enforcement of the terms of this AGREEMENT
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Re: MCP Ind. v. Vadnais Corp., et al.
The SETTLING PARTIES represent and warrant that there are no known third party
claims existing as of the date of this AGREEMENT.
The release in Paragraph 4.4 does not extend to: (1) any claims by CITY against any non -settling
Defendants, Cross -Defendants, or any non-party who provided services or materials to the
WAGS Project, including, but not limited to Bureau Veritas North America Inc., Leighton
Engineering and/or Jacobs Associates.
4.5 Waiver of Civil Code, Section 1542:
Subject to the exceptions defined in Paragraph 4.4, above, each SETTLING PARTY
understands and agrees that the Releases in this AGREEMENT extend to all claims of any nature
and kind, known or unknown, suspected or unsuspected, anticipated or unanticipated, arising out
of, in connection with, relating to or concerning in any way the WAGS DISPUTE and the
SUBJECT ACTION with the exception of the express exceptions to the release contained in
paragraph 4.4 above, and in that regard each SETTLING PARTY acknowledges that it has read,
considered and understands the provisions and significance of Section 1542 of the California
Civil Code, which reads as follows:
SECTION 1542. GENERAL RELEASE. A GENERAL
RELEASE DOES NOT EXTENT) TO CLAIMS WHICH A
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST
IN HIS OR HER FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM OR HER
MUST HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR.
Each SETTLING PARTY understands and acknowledges that a risk exists that it
incurred or suffered or may incur or suffer, loss or damages as a result of the matters, facts,
events, occurrences, transactions, causes and things referred to in this AGREEMENT which
were unknown, unsuspected or unanticipated at the time this AGREEMENT was executed. The
SETTLING PARTIES each assume this risk, and agree that the foregoing release shall in all
respects be effective and not subject to termination or rescission.
BASED UPON THE ADVICE OF THEIR RESPECTIVE COUNSEL, EACH
SETTLING PARTY VOLUNTARILY, AND WITH FULL KNOWLEDGE OF ITS
SIGNIFICANCE, WAIVES AND RELINQUISHES ANY AND ALL RIGHTS THAT THEY
MAY HAVE UNDER SECTION 1542 AS WELL AS UNDER THE PROVISIONS OF ALL
COMPARABLE, EQUIVALENT OR SIMILAR STATUTES AND PRINCIPLES OF
COMMON LAW OR OTHER DECISIONAL LAW OF ANY AND ALL STATES OF THE
UNITED STATES, EXCEPT AS NOTED IN PARAGRAPH 4.4 OF THE AGREEMENT.
4.6 DEFENSE AND INDEMNITY BY CITY
To the fullest extent of the law, CITY agrees to defend, indemnify and hold harmless
VADNAIS, its sureties and its respective insurance carriers Old Republic General Insurance
Corporation/Old Republic Construction Program Group, Virginia Surety Company and
Lexington Insurance Company, ARCH, MCP and its respective insurance carrier and D.H.
SETTLEMENT AGREEMENT AND MUTUAL RELEASE Page 5 of 11
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CHARLES and its respective insurance carrier (hereinafter collectively "INDEMNIFIED
PARTIES") against any and all claims, liabilities, causes of action, damages and cost, including
attorneys' fees, alleged, made, or brought against any one or more INDEMNIFIED PARTIES by
the DESIGN PROFESSIONALS against any and all cross claims or claims made or brought by
the DESIGN PROFESSIONALS and/or any other third party who participated in the design of
WAGS relating to WAGS, the WAGS DISPUTE and/or the SUBJECT ACTION.
4.7 RELEASE OF STOP NOTICE
Concurrently with its execution and delivery of this AGREEMENT, MCP will duly
execute and deliver to VADNAIS an Unconditional Waiver and Release Upon Final Payment
and will duly execute and deliver to VADNAIS a Release of Stop Notice in Full.
4.8 DETERMINATION OF GOOD FAITH SETTLEMENT
The SETTLING PARTIES agree that the settlement embodied in this AGREEMENT is
subject to and conditioned upon the Court executing an order that the settlement is in good faith
pursuant to California Code of Civil Procedure section 877.6. Counsel for VADNAIS will
prepare, file and serve an Application for Determination of Good Faith Settlement and Proposed
Order Thereon within 7 days of the execution of this agreement. Each of the SETTLING
PARTIES will join in and will not oppose said Application.
5.0 GENERAL CONDITIONS
This AGREEMENT constitutes the full and entire AGREEMENT between the
SETTLING PARTIES hereto and such SETTLING PARTIES acknowledge that there is no other
agreement, oral and/or written, between the SETTLING PARTIES hereto.
5.1 Binding Agreement
This AGREEMENT and Release set forth in paragraph 4.4 above shall be binding upon
and for the benefit of the SETTLING PARTIES and their respective successors, devisees,
executors, affiliates, representatives, assigns, officers, directors, partners, agents, subcontractors
and employees.
5.2 Final Agreement
The parties to this AGREEMENT and each of them, acknowledge that (1) this
AGREEMENT and its reduction to final form is the result of extensive good faith negotiations
between the SETTLING PARTIES through their respective counsel; (2) said counsel has
carefully reviewed and examined this AGREEMENT for execution by said parties, or any of
them; and (3) any statute or rule of construction that ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this AGREEMENT.
5.3 Informed Consent
The SETTLING PARTIES expressly state that they have consulted their respective
attorneys of record herein concerning all portions of this AGREEMENT and the release set forth
SETTLEMENT AGREEMENT AND MUTUAL RELEASE Page 6 of 11
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4
in paragraph 4.4 above, and have been fully advised by their own attorneys with respect to their
rights and obligations hereunder. Each party hereto has cooperated in the drafting and
preparation of this AGREEMENT and therefore any construction of the intent of the parties
hereto or the language hereof to be made by a court of law shall not be presumptively construed
against any of the parties hereto.
5.4 No Inducement
Each SETTLING PARTY expressly warrants and represents that, in executing this
AGREEMENT, it is not relying upon any representation, promise, inducement or statement
made by or on behalf of any of the other persons or entities which/who are parties to this
AGREEMENT, nor is any party relying on any omission or the absence of any statement,
representation, promise or inducement not made herein. Each of the SETTLING PARTIES
hereto expressly waives any right it might ever have to claim that this AGREEMENT was in any
way induced by fraud. The SETTLING PARTIES further represent that they have been
represented by legal counsel during the course of the negotiations leading to the signing of this
AGREEMENT, and that they have been advised by legal counsel with respect to the meaning of
this AGREEMENT and its legal effect.
5.5 Modifications
This AGREEMENT may not be amended or modified except by a written instrument
executed by all the SETTLING PARTIES to this AGREEMENT.
5.6 Applicable Law
This AGREEMENT is made and entered into in the State of California and shall be
deemed to have been executed and delivered within the State of California, and the rights and
obligations of the parties hereunder shall be governed by, and construed, and enforced in
accordance with the laws of the State of California.
5.7 Counterparts
This AGREEMENT may be executed in counterparts with the same effect as if all
original signatures were placed on one document, and which, when taken together, shall
constitute one original agreement.
5.8
headings are for reference only and shall not affect the interpretation of any
paragraph
5.9
The Parities hereto deem this AGREEMENT to be effective as of the date that the
AGREEMENT is fully executed by all parties.
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5.10 Attorneys' Fees
Should any action be taken to enforce this AGREEMENT or if there is a material breach
of this agreement by any of the SETTLING PARTIES, the prevailing parties shall be entitled to
the reasonable attorneys' fees incurred in enforcing this AGREEMENT.
5.11 Severability
In the event any condition, covenant or provision herein contained is held to be invalid,
unenforceable or void by any court of competent jurisdiction, the same shall be deemed
severable from the remainder of AGREEMENT and shall in no way affect any other condition,
covenant or provision herein contained, and the remainder of AGREEMENT shall continue to be
valid and enforceable. If such condition, covenant or other provision shall be deemed invalid or
unenforceable due to scope or breadth, such provision shall be deemed valid to the extent of the
scope or breadth permitted by law.
5.12 Facsimile Copies of Signatures
Facsimile copies of signatures to this AGREEMENT will be treated as an original
signature and will have the same effect as an original signature.
5.13 Court to Retain Jurisdiction to Enforce This Agreement
Pursuant to California Code of Civil Procedure §664.6, the parties to this AGREEMENT
agree that the assigned court is to retain jurisdiction over the parties to enforce the
AGREEMENT until performance in full of the terms of the AGREEMENT.
IN WITNESS WHEREOF, the undersigned have executed this AGREEMENT and
mutual release on the date affixed by their signature.
DATED: , , 2011
DATED:: , 2011
[Signatures are continued on the next page]
CITY JOFAUN-KINGITON BEACH
By:
WILSON
Title: CIT MANAGER
MCP INDUSTRIES, INC.
By:
Title:
SETTLEMENT AGREEMENT AND MUTUAL RELEASE Page 8 of 11
Re: MCP Ind. v. Vadnais Corp., et al.
5.10 Attorneys' Fees
Should any action be taken to enforce this AGREEMENT or if there is a material breach
of this agreement by any of the SETTLING PARTIES, the prevailing parties shall be entitled to
the reasonable attorneys' fees incurred in enforcing this AGREEMENT.
5.11 Severability
In the event any condition, covenant or provision herein contained is held to be invalid,
unenforceable or void by any court of competent jurisdiction, the same shall be deemed
severable from the remainder of AGREEMENT and shall in no way affect any other condition,
covenant or provision herein contained, and the remainder of AGREEMENT shall continue to be
valid and enforceable. If such condition, covenant or other provision shall be deemed invalid or
unenforceable due to scope or breadth, such provision shall be deemed valid to the extent of the
scope or breadth permitted by law.
5.12 Facsimile Copies of Signatures
Facsimile copies of signatures to this AGREEMENT will be treated as an original
signature and will have the same effect as an original signature.
5.13 Court to Retain Jurisdiction to Enforce This Agreement
Pursuant to California Code of Civil Procedure §664.6, the parties to this AGREEMENT
agree that the assigned court is to retain jurisdiction over the parties to enforce the
AGREEMENT until performance in full of the terms of the AGREEMENT.
IN WITNESS WHEREOF, the undersigned have executed this AGREEMENT and
mutual release on the date affixed by their signature.
DATED: , 201 1
DATED:: AV, �2 F , 2011
[Signatures are continued on the next page]
CITY OF HUNTINGTON BEACH
In
FRED WILSON
Title: CITY_ MANAGER
MCP INDUSTRIES, INC.
� ,' Gta hli'ss; �� �1�,�� Not�°�actf
Maw doLLC
Title: N, (rxrr{ ft
SETTLEMENT AGREEMENT AND MUTUAL RELEASE Page 8 of I I
Re: MCP Ind. v. Vadnais Corp., et al.
DATED:: G �� �, 2011
DATED:: , 2011
DATED:: , 2011
VADNAIS RPORATION
By-.
Fwla(�"
ARCH INSURANCE COMPANY
Title:
D.H. CHARLES ENGINEERING, INC.
LI-A
Title:
APPROVED AS TO FORM AND CONTENT:
DATED:: , 2011
DATED: , 2011
RIN
[Signatures are continued on the next page]
Gibbs, Giden, Locher, Turner & Senet LLP
MARION HACK, ESQ.
RICHARD E. HASKIN, ESQ.
Attorneys for City of Huntington Beach
City of Huntington Beach, Offices of the City
Attorney
JENNIFER MCGRATH, CITY ATTORNEY
SCOTT FIELD, ASSISTANT CITY ATTORNEY
Attorneys for City of Huntington Beach
SETTLEMENT AGREEMENT AND MUTUAL RELEASE Page 9 of 11
Re: MCP Ind. v. Vadnais Corp., et al.
DATED:: , 2011
DATED::give'al2.,k2011
DATED:: , 2011
VADNAIS CORPORATION
By:_
Title:
ARCH INSURANCE CO
By: /(,A�' .- • -v 4.
Title: ii?� e�yatavc �/ C dtl r'
D.H. CHARLES ENGINEERING, INC.
By:_
Title:
APPROVED AS TO FORM AND CONTENT:
DATED:: , 2011
DATED: 12011
LE
[Signatures are continued on the next page]
Gibbs, Giden, Locher, Turner & Senet LLP
MARION HACK, ESQ.
RICHARD E. HASKIN, ESQ.
Attorneys for City of Huntington Beach
City of Huntington Beach, Offices of the City
Attorney
JLi1V LV 111, t.11 1 Al L1
SCOTT FIELD, ASSISTANT CITY ATTORNEY
Attorneys for City of Huntington Beach
SETTLEMENT AGREEMENT AND MUTUAL RELEASE Page 9 of 11
Re: MCP Ind. v. Vadnais Corp., et al.
DATED:: , 2011 VADNAIS CORPORATION
Title:
DATED:: .2011 ARCH INSURANCE COMPANY
By:_
Title:
DATED:: 11l 2i 12011 D.H. CHARLESGINEERING, INC.
By:_
Title:
APPROVED AS TO FORM AND CONTENT:
DATED:: 2011
DATED: , 2011
[Signatures are continued on the next page]
Gibbs, Giden, Locher, Turner & Senet LLP
MARION HACK, ESQ.
RICHARD E. HASKIN, ESQ.
Attorneys for City of Huntington Beach
City of Huntington Beach, Offices of the City
Attorney
JENNIFER MCGRATH, CITY ATTORNEY
SCOTT FIELD, ASSISTANT CITY ATTORNEY
Attorneys for City of Huntington Beach
SETTLEMENT AGREEMENT AND MUTUAL RELEASE Page 9 of 11
Re: MCP Ind. v. hadnais Corp., et al.
DATED:: , 2011 VADNAIS CORPORATION
DATED:: , 2011
DATED:: , 2011
Title:
ARCH INSURANCE COMPANY
Title:
D.H. CHARLES ENGINEERING, INC.
By:_
Title:
APPROVED AS TO FORM AND CONTENT:
DATED:: 2011 Gibbs, Giden, Locher, Turner & Senet LLP
By:
MARION HAC , ESQ.
RICHARD E. HASKIN, ESQ.
Attorneys for City of Huntington Beach
DATED: '2011 City of Huntington Beach, Offices of the City
Attorney
BN PnI Yt�
��JENNIFEk MCGRATH, CI FY ATTORNEY
SCOTT FIELD, ASSISTANT CITY ATTORNEY
Attorneys for City of Huntington Beach
[Signatures are continued on the next page]
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DATED:: / Z / , 2011
DATED:: , 2011
DATED:: , 2011
DATED:: , 2011
DATED:: , 2011
:A
By:
IN
[Signatures are continued on the next page]
Christensen Ehret LLP
ED�VARD E. S S, ESQ. '
JE�IFER . STINNETT, ESQ.
Attorne s or Vadnais Corporation
Monteleone & McCrory, LLP
MICHAEL F. MINCHELLA, ESQ.
MARTHA EAGER, ESQ.
Attorneys for Vadnais Corporation and Arch
Insurance Company
Lewis, Brisbois, Bisgaard & Smith
STEVEN LEWIS, ESQ.
Attorneys for Vadnais Corporation
Reid & Hellyer APC
JAMES J. MANNING, JR., ESQ.
Attorneys for Plaintiff MCP Industries, Inc.
Schaffer, Lax, McNaughton &Chen
STEP1 EN A. LAX, ESQ.
Attorneys for Cross -Defendant MCP Industries, Inc.
SETTLEMENT AGREEMENT AND MUTUAL RELEASE Page 10 of 1 I
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DATED:: 12011
DATED: :-DC_ r , % , 2011
DATED:: , 2011
DATED:: , 2011
DATED:: 12011
LO
Christensen Ehret LLP
EDWARD E. SIPES, ESQ.
JENNIFER K. STINNETT, ESQ.
Attorneys for Vadnais Corporation
Monteleone & McCrory, LLP
By: ``--p._.
MICHAEL F. MINCHELLA, ESQ.
MARTHA EAGER, ESQ.
Attorneys for Vadnais Corporation and Arch
Insurance Company
M.
ME
[Signatures are continued on the next page/
Lewis, Brisbois, Bisgaard & Smith
STEVEN LEWIS, ESQ.
Attorneys for Vadnais Corporation
Reid & Hellyer APC
JAMES J. MANNING, JR., ESQ.
Attorneys for Plaintiff MCP Industries, Inc.
Schaffer, Lax, McNaughton &Chen
STEPHEN A. LAX, ESQ.
Attorneys for Cross -Defendant MCP Industries, Inc.
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DATED:: 1 , 2011
DATED:: , 2011
DATED:: /� �2� '2011
i
DATED:: , 2011
DATED:: , 2011
Christensen Ehret LLP
EDWARD E. SIPES, ESQ.
JENNIFER K. STINNETT, ESQ.
Attorneys for Vadnais Corporation
Monteleone & McCrory, LLP
MICHAEL F. MINCHELLA, ESQ.
MARTHA EAGER, ESQ.
Attorneys for. Vadnais Corporation and Arch
Insurance Company
Lewis, Brisbois, Bisgaard & Smith
By: -
STEVE- LEMS, ESQ.
Attorneys for Vadnais Corporation
[Signatures are continued on the next page]
Reid & Hellyer APC
JAMES J. MANNING, JR., ESQ.
Attorneys for Plaintiff MCP Industries, Inc.
Schaffer, Lax, McNaughton &Chen
STEPHEN A. LAX, ESQ.
Attorneys for Cross -Defendant MCP Industries, Inc.
SETTLEMENT AGREEMENT AND MUTUAL RELEASE Page 10 of 11
Re: MCP Ind. v. Vadnais Corp., et at.
DATED:: */ 12011
DATED:: , 2011
DATED:: , 2011
i� / �/L,2011 ]7ATEl..
DATED:: , 2011
IC
Christensen Ehret LLP
ED ARD E. SPES, ESQ.
JE IFER STINNETT, ESQ.
Att ne or Vadnais Corporation
Monteleone & McCrory, LLP
MICHAEL F. MINCHELLA, ESQ.
MARTHA EAGER, ESQ.
Attorneys for Vadnais Corporation and Arch
Insurance Company
Lewis, Brisbois, Bisgaard & Smith
STEVEN LEWIS, ESQ.
Attorneys for Vadnais Corporation
Reid & Hellyer APC
By:
JAMES J. MANNING, M, ESQ.
Attorneys for Plaintiff MCP Industries, Inc.
By:
[Signatures are continued on the next page]
Schaffer, Lax, McNaughton &Chen
STEPHEN A. LAX, ESQ.
Attorneys for Cross -Defendant MCP Industries, Inc.
SETTLEMENT AGREEMENT AND MUTUAL RELEASE Page 10 of I I
Re: MCP Ind, v. Vadnals Corp., el al.
DATED:: 52011
DATED:: , 2011
ME
DATED:: , 2011
No
DATED:: , 2011
DATED:: � I I , 2011
[Signatures are continued on the nextpage]
Christensen Ehret LLP
EDWARD E. SIPES, ESQ.
JENNIFER K. STINNETT, ESQ.
Attorneys for Vadnais Corporation
Monteleone & McCrory, LLP
MICHAEL F. MINCHELLA, ESQ.
MARTHA EAGER, ESQ.
Attorneys for Vadnais Corporation and Arch
Insurance Company
Lewis, Brisbois, Bisgaard & Smith
STEVEN LEWIS, ESQ.
Attorneys for Vadnais Corporation
Reid & Hellyer APC
JAMES J. MANNING, JR., ESQ.
Attorneys for Plaiyfttiff MCP Industries, Inc.
Schaffer, Lax,
STEPHEN A. LAX, ESQ.
Attorneys for Cross -Defendant MCP Industries, Inc.
SETTLEMENT AGREEMENT AND MUTUAL RELEASE Page 10 of 11
Re: MCPInd. v. Vadnais Corp., et al.
DATED:: / 4 0 v , 2011 Wilson, Elser, Moskowitz, Edelman & Dicker
LLP
B /XY
y
ROBERT M. YOUN , ESQ
Attorneys for D.H. Charles Engineering, Inc.
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
Re: MCP Ind. v. Vadnais Corp., et al.
Page 11 of 11