Loading...
2015/11/10 Riverside, County Forgiveness of Certain Monetary Obligations AGREEMENT OF ACCORD AND SATISFACTION RELATED TO THE FORGIVENESS OF CERTAIN MONETARY OBLIGATIONS This Agreement of Accord and Satisfaction (the "Agreement") is entered into as of November 10, 2015 by and between the County of Riverside, a political subdivision of the State of California(the "County") and the City of Menifee, a general law city and municipal corporation of the State of California ("Menifee" or"City"). This Agreement is entered into with reference to the following facts: A. On September 22, 2015, Governor Jerry Brown, Jr. signed into law SB 107 which provides that $23,750,000 is appropriated from the State General Fund to the Department of Forestry and Fire Protection for the benefit of the County, contingent on the County agreeing to forgive amounts owed to it by Eastvale, Jurupa Valley, Wildomar, and Menifee for services rendered by the County to those cities between the respective dates of their incorporation and June 30, 2015. B. The County agrees to forgive the amounts owed to it by Eastvale, Jurupa Valley, Wildomar, and Menifee for such services in an approximate amount of$23,750,000 in consideration of the State Controller transmitting$23,750,000 (or such lesser amount that the State Department of Finance verifies was forgiven) to the Department of Forestry and Fire Protection for the benefit of the County pursuant to SB 107. C. The parties to this Agreement agree to change the terms of Menifee's outstanding monetary obligations to the County for services that the County has rendered to the City during the relevant time period (as more specifically reflected here-in and the attached schedule) to fulfill the conditions of SB 107. In consideration of the mutual promises, the parties agree as follows: 1. Operative Provisions. The County shall accept the State Controller's distribution to the Department of Forestry and Fire Protection for the benefit of the County in the approximate amount of$23,750,000 as full satisfaction of any and all monetary liability that the City owes to the County for services rendered by the County to the City from its respective date of incorporation to June 30, 2015 as more fully set-forth below. a. The County fully and forever forgives, discharges, and releases Menifee for the $1,147,724 monetary obligation it owes the County for services rendered by the County to Menifee between the date of its incorporation and June 30, 2015. The totality and extent of the discharge is reflected in the attached summary schedule which is incorporated here-in by reference. b. Upon the State Controller's SB 107 distribution to the Department of Forestry and Fire Protection for the benefit of the County, the County shall execute an 1 AGREEMENT OF ACCORD AND SATISFACTION Acknowledgment of Satisfaction confirming and acknowledging the satisfaction and discharge of the City's monetary obligations as reflected in this Agreement. 2. No Impact on Other Obligations. The parties to this Agreement further agree that this accord and satisfaction applies only to the monetary obligations expressly reflected in this agreement as further detailed in the attached summary schedule. Nothing contained herein shall be construed as affecting the respective duties of the County and the City to perform their respective obligations under other statutes or law or under other agreements to which they may be parties, which legal, statutory and contractual obligations are and shall remain independent and enforceable obligations of the County and the City. 3. Release and Covenant not to Sue. City, on behalf of itself, its elected officials, officers, employees, and their successors and assigns, fully and forever releases the County, its elected officials, officers, employees, and their successors and assigns from all claims and causes of action of any nature known or unknown by reason of, relating to, or arising from this Agreement. This release shall apply to all claims for relief, administrative actions, and any and all causes of actions, including but not limited to, causes of action for injuries, damages, losses, or failures to perform a mandatory duty whether known or unknown, foreseen or unforeseen, patent or latent. The City expressly waives the provisions of Section 1542 of the California Civil Code which says that a general release does not extend to claims which the 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. In addition, City, on behalf of itself, its elected officials, officers, employees, and their successors and assigns, fully and forever relinquishes the right to sue and hereby covenants not to sue and not to pursue any action against the County, its elected officials, officers, employees, and their successors and assigns for any and all claims and causes of action of any nature known or unknown by reason of, relating to, or arising from this Agreement. This covenant not to sue shall apply to all claims for relief, administrative actions, and any and all causes of actions, including but not limited to, causes of action for injuries, damages, losses, or failures to perform mandatory duties whether known or unknown, foreseen or unforeseen, patent or latent. 4. Attorney Review. The parties acknowledge that they have had the opportunity to consult with their respective legal counsel regarding this Agreement and that accordingly the terms of this Agreement are not to be construed against any party because that party drafted this Agreement or construed in favor of any party because that party failed to understand the legal effect of the provisions of this Agreement. 5. Third-Party Beneficiaries. There are no intended third-party beneficiaries of this Agreement. This Agreement is made for the purpose of setting forth the rights and obligations of the County and the City and no other person shall have any rights hereunder or by reason hereof. 6. Assignment. This Agreement shall bind, and shall inure to the benefit of, the County and the City and their respective successors and assigns. City shall not assign any of its rights or obligations under this Agreement without the prior written consent of the County. Any such assignment without such consent shall be void. 2 AGREEMENT OF ACCORD AND SATISFACTION 7. Counterparts. This Agreement may be executed in counterparts, all of which, taken together, shall be deemed to be one and the same document. 8. Merger. This Agreement contains the entire agreement between the County and the City with respect to matters contained herein, and all prior negotiations, understandings and agreements are superseded by this Agreement and merged herein. 9. Amendment. This Agreement shall not be modified except by the written consent of the parties. No modification shall be effective unless signed by the party against whom enforcement of such modification is sought. 10. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. 11. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California. 12. Attorney Fees. If any legal action is commenced to interpret, enforce, or recover damages for the breach of any term of this Agreement,the prevailing party shall be entitled to recover reasonable attorney's fees incurred in connection with that action, in addition to the party's costs of suit. IN WITNESS WHEREOF, the County and the City have caused this Agreement to be duly executed. COUNTY OF RIVERSIDE By Chairperson, Board of Supervisors ATTEST: Kecia Haiper-Ihem, Clerk of the Board By Deputy 3 AGREEMENT OF ACCORD AND SATISFACTION CITY OF F By: ATTEST: City Clerk By Clerk 4 AGREEMENT OF ACCORD AND SATISFACTION SB 107 Forgiveness Agreement Between Menifee and County Schedule for the Department of Finance Per SB 107 City of Menifee Transition Year Costs Deferment 1,057,615 CPI Per State Law and Agreement 90,109 Total Amount Owed Per Agreement 1,147,724