HomeMy WebLinkAbout92-006 Gannett Outdoor Co., Inc. of Northern California 92-006 GANNETT OUTDOOR CO. , INC. OF
NORTHERN CALIFORNIA
RELEASE OF ALL CLAIMS AND
AGREEMENT FOR DISMISSAL
WITH PREJUbl%-'E
GANNETT OUTDOOR CO. , INC. OF NORTHERN CALIFORNIA,
an Arizona corporation ( "GANNETT" ) , CITY OF CUPER'TINO
( "CUPERTINO" ) and CITY OF SAN JOSE ( "SAN JOSE" ) , hereby
mutually agree to release all claims and to dismiss with
prejudice the complaint filed in the Santa Clara County
Superior Court for the State of California, entitled
Gannett Outdoor Co. , Inc. of Northern California v. City
of Cupertino, et al. , case number 682944 (the "ACTION" ) ,
upon the following terms and conditions;
1 ) CUPERTINO and SAN JOSE will each pay the sum
of SEVEN THOUSAND, FIVE HUNDRED DOLLARS ($7,500. 00) to
GANNETT;
2) These sums shall be paid by check to GANNETT
upon full execution and delivery to counsel for
CUPERTINO and SAN JOSE of this Release of All Claims and
Agreement For Dismissal With Prejudice, together with a
judicial council Request for Dismissal With Prejudice
executed by counsel for GANNETT;
3) Released Claims. GANNETT, for and on behalf
of itself and it's respective parent, subsidiaries or
affiliated corporations, companies and divisions, and
it's respective successors and assigns, whether past,
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present or future (referred to collectively as
"Releasors" ) , hereby release and forever discharge
CUPERTINO, SAN JOSE and their respective officers,
directors, attorneys and employees and each of their
respective predecessors, successors, executors,
administrations, heirs and legatees, whether past,
present or future ( referred to collectively as "Re-
leasees" ) , from any and all claims, demands, causes of
action, obligations, damages and liabilities (upon any
legal or equitable theory, whether common law, statutory
or otherwise) whether or not known, suspected or claimed
which Releasors ever had, now have, or may have or cl,�im
to have against Releasees concerning or relating to the
facts and incidents pertaining to said ACTION.
4) Assignment. Each Party warrants tha,;: it has
mane no assignment, transfer, conveyance or other dis-
position of any of the Released Claims and that it is
fully entitled to give its full and complete release of
all such claims and demands.
5) Indemnification. Each Party agrees to indemni-
fy and to hold harmless all of the other Parties from
and against any and all claims, demands, causes of ac-
tion, obligations, damages and liabilities, including
court costs and attorneys' fees, arising from or in
connection with any breach of any provision of this
Agreement by that Party, Releasee or Releasor.
[GHI/D2/GR] 2
6) Liability. The Parties have entered into this
Agreement in accord ana satisfaction of a contested mat-
ter, and to prevent further involvement in the ACTION.
Neither the transfer of any consideration, the doing of
any of the acts referred to in this Agreement, nor any-
thing else in this Agreement shall be taken or construed
to be an admission on the part of any of the Parties of
any claims, demands, causes of action, obligations,
damages or liabilities asserted by any of the other
Parties. The Parties expressly deny any and all such
claims, demands, causes of action, obligations, damages
and liabilities.
7) Waiver. GANNETT hereby expressly waives the
provision of Section 1542 of the Civil Code of the State
of California which reads as follows:
"A general release does not extend to claims
which the creditor does not know or suspect
to exist in his favor at the time of execut-
ing the release, which if known by him must
have materially affected his settlement with
the debtor. "
The undersigned expressly waive and relinquish the
rights created under said California Civil Code Sectio►j
1542.
8) Successors and Assigns. This Agreement shall
bind and inure to the benefit of each Party, and its
respective subsidiaries, parents, divisions, affiliates,
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predecessors, successors, assigns, directors, officers,
employees, heirs, e.xecu' .:rs, administrators, past,
present and future.
9) Integration. This Agreement constitutes the
entire agreement between the parties. It is expressly
understood and agreed that this Agreement may not be
altered, amended, modified or otherwise changed in any
respect whatsoever except by a writing duly executed by
an authorized representative of each Party.
10) Acknowledgment. Each Party declares that it
knows and understands the contents of this Agreement and
that it has been executed voluntarily. The Parties have
received independent legal advice from their respective
attorneys as to the form and content of this Agreement
and as to the advisability of executing it. Neither
Party has relied upon any statement or representation of
any other Party, or any officer, agent, employee or
attorney for the other Party, in executing this Agree-
ment, except as expressly provided herein. The Parties
have made such investigation of the facts pertaining to
this Agreement as they have deemed necessary. In execut-
ing this Agreement, the Releasors assume the risk of
mistake.
11 ) Authorization to Dismiss the Action. Each
Party will execute all documents and take such other
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steps as are necessary to secure dismissal with preju-
dice of the Action, and authorize and instruct their
attorneys to do so.
12) Governing Law. This Agreement shall be
governed by California law and may be executed in
counterparts, and when each Party has signed and de-
livered at least one such counterpart, each counterpart
shall be deemed an original, and taken together shall
constitute one and the same Agreement, which shall be
binding and effective as to all Parties.
IN WITNESS WHEREOF, the parties have executed this
Release of All Claims and Agreement for Dismissal with
Prejudice on the respective dates indicated below.
Dated: ___.. GANNETT OUTDOOR CO. , INC.
Da�v,a., ,;' r99Z OF NORTHERN CA RNIA
By:
Its vb�eAt
Dated: Navember CITY OF CUPERTINO
January 21, 1992 � r /
By• � �.
Its City A<. r_n 1-
Dated: N0v4Hnbe- ---- -r.. 19-911• CITY OF SAN JOSE
«T ., r
�.% y ,•
F
Its S`i fr
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APPROVED AS TO FORM:
Dated: November , 1991 l
A-
R(FN--/
ALD W. BE
Attorney for GANNETT
Dated: November /2�, 1991
CHARLES T. RILIAN r,
Attorney for CUPERTINO
Dated: N e-r- , 1991
4.
MICR J,,?,,OGAZ
Attorney- for S JOSE
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