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HomeMy WebLinkAboutReso 1991-16278 COUNCIL RESOLUTION NO. 16278 AGENCY RESOLUTION NO. 1189 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AND THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROVING SETTLEMENT OF FEDERAL AND STATE LITIGATION RELATING TO PARKWOODS AT THE VILLAGE CONDOMINIUMS AND AUTHORIZING OUTSIDE COUNSEL TO EXECUTE SAME The City Council and the Redevelopment Agency of the City of Chula Vista do hereby resolve as follows: WHEREAS, the City and the Agency are parties defendant in the case Wisconsin Mort ave Assurance Compan v. City of Chula Vista, et al., United ~tates UlstrlC~ Uourt ~ase NO, ~-U~Z K (M); and, WHEREAS, First Interstate Bank, as Trustee for the Agency, in connection with residential mortgage revenue bonds issued by the Agency in 1979, is the plaintiff in two judicial foreclosure proceedings relating to the Parkwoods at the Village Condominiums, First Interstate Bank v. Iverson and First Interstate Bank v. Henrikson; and, WHEREAS, a settlement has been worked out amongst the parties which will resolve the federal case and both state cases providing adequate protection to the Agency, City and the bondholders, subject to federal district court approval (substantially in accordance with the draft "SETTLEMENT AND MUTUAL RELEASE AGREEMENT"), a copy of which is on file in the office of the City Clerk. NOW, THEREFORE, BE IT RESOLVED by the City Council and the Redevelopmerit A ency of the Ci~ of Chula Vista that the proposed "SETTLEMENT AND MUTUAL R~LEASE AGREEMENT is approved an the City/Agency Attorney and retained d outside counsel are hereby authorized to execute said Agreement, known as document number C091-144, a copy of which is on file in the office of the City Clerk, on behalf of the City and the Agency. Present & Appr d as to form by Presented by Bruce M. Boogaardey~ Ch Ci ty/Agency Attor Di rector of Community Development Resolution No. 16278 Page 2 " PASSED, APPROVED, and ADOPTED by the City Council of the City of Chula Vista, California, this 6th day of August, 1991 by the following vote: AYES: Councilmembers: Grasser Horton, Malcolm, Moore, Nader NOES: Councilmembers: None ABSENT: Councilmembers: Rindone ABSTAIN: Councilmembers: None Tim Nader, Mayor ATTEST: Beverly AT uthelet, ity er STATE OF CALIFORNIA COUNTY OF SAN DIEGO ) ss. CITY OF CHULA VISTA ) I, Beverly A. Authelet, City Clerk of the City of Chula Vista, California, do hereby certify that the foregoing Resolution No. 16278 was duly passed, approved, and adopted at a Joint City Council/Redevelopment Agency meeting held on the 6th day of August, 1991. Executed this 6th day of August, 1991. 3 a [14733-12C]AGREEME NT. 8 SETTLEMENT AND MUTUAL RELEASE AGREEMENT '!'HIS SETTLEMENT AND MUTUAL RELEASE AGREEMENT is entered. into on the dates set forth below by and between the following parties: (a) WISCONSIN MORTGAGE ASSURANCE CORPORATION, a Wisconsin corporation, in liquidation, and MORTGAGE GUARANTY INSURANCE CORPORATION, for Itself and in Its Own right, and as the Manager of the Business of WISCONSIN MORTGAGE ASSURANCE CORPORATION (hereinafter sometimes collectively referred to as "WMAC"): (b) FIRST INTERSTATE BANK OF CALIFORNIA, as Trustee of that certain trust for the Redevelopment Agency of the City of Chula Vista Residential Mortgage Bond Issue of 1979 (hereinafter sometimes referred "to as "TRUSTEE"): (c) WELLS FARGO BANK, as successor in interest to CROCKER NATIONAL BANK (hereinafter referred to as "CROCKER"): (d) BANCO MORTGAGE CORPORATION, now known as GMAC MORTGAGE CORPORATION OF IOWA (hereinafter referred to as "BANCO"): (e) FIRST INTERSTATE BANK OF CALIFORNIA, a California corporation (hereinafter "FIBC"): (f) JOHN R. LARSON, SWI ASSOCIATES, ROGER J. and SHIRLEY WIKNER, JOHN and EILEEN MULLEN, DENNIS B. and JUDITH SCHROEDER, EDWARD HENTGES, JAMES E. and PATRICIA IVERSON, PARKWOODS ASSOCIATES, a Minnesota partnership, PORTLAND INVESTMENT COMPANY, a Minnesota partnership, and NELLUM, a Minnesota partnership (hereinafter collectively referred to as "SWI"): SETTLEMENT AND MUTUAL RELEASE AGREEMENT P-\<OJ.I~ CoClI-ILj( 3a[14733-12c]AGREEMENT.S (g) LEE MATHER, individually, and LEE MATHER COMPANY (hereinafter collectively referred to as "MATHER"); (h) CENTRE CITY ASSOCIATES, LTD. - RESIDENTIAL, a California Limited Partnership, sued herein as CENTER CITY ASSOCIATES LTD. and ZOGOB DEVELOPMENT, INC. (hereinafter collectively referred to as "CCAL-R"); (i) LEO R. B. HENRIKSON and FLORENCE HENRIKSON, individuals (hereinafter collectively referred to as "HENRIKSON"); (j) CITY OF CHULA VISTA, a municipality, (hereinafter referred to as "CHULA VISTA"); and (k) THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA, a public agency (hereinafter referred to as "AGENCY"). This Settlement And Mutual Release Agreement is made with reference to the following facts: RECITALS A. In November, 1979, the AGENCY issued $26,300,000.00 of residential mortgage revenue bonds which were sold to the general public pursuant to certain bond proceedings and issuance documents including, but not limited to, Bond Resolution No. 214 dated November 6, 1979 and the various agreements and resolutions relating thereto (collectively referred to herein as the "ReSOlution"). FIRST INTERSTATE BANK OF CALIFORNIA was and now is the TRUSTEE under the Resolution. A portion of the proceeds of the bond sales were used to purchase 135 mortgage loans which had been made by CROCKER and BANCO to borrowers in order to finance sales of single family condominium units constructed in a SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12c]AGREEMENT.8 development known as parkwoods At The Village, located at 376 Center street, Chula vista, California (hereinafter "Parkwoods"). CCAL-R was the original developer of the project: SWI acquired, sold and purchased units within the project: CROCKER and BANCO originated the loans to finance the. purchase of the units: WMAC insured the loans against certain events of default: MATHER sold units within the project: and HENRIKSON were purchasers of units in the project. B. certain disputes and differences have arisen between WMAC and the parties identified above, except FIBC which is not a party to the Litigation described herein in any capacity other than as TRUSTEE and is a party to this Agreement in its separate capacity, not as TRUSTEE, only as set out herein. These disputes and differences were sufficient to cause WMAC to commence an action in the united States District Court for the Southern District of California, styled Wisconsin Mortaaae Assurance Corooration. a Wisconsin Corporation vs. First Interstate Bank. as Trustee on behalf of the Redevelopment Aaency of the city of Chula Vista under Resolution No. 164. adopted March 8. 1979. as amended and suoolemented. et al., Case No. CV89-0992 K(M) (hereinafter referred to as the "Litigation"). C. In order to avoid the cost and expense of the Litigation, and without admitting any liability or wrongdoing on the part of any party, it is now the intention of the parties to fully and finally settle and resolve all disputes which led to the commencement of the Litigation, or in any way arose out of or SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12c]AGREEMENT.a in connection with the facts and allegations set forth in the Litigation, the prosecution thereof and all matters embraced within the pleadings which exist or may exist between the parties of any type or nature. D. Pursuant to this declared intention of the parties, and in consideration of the promises and releases contained in this Agreement, each of the parties agree as follows: AGREEMENT SECTION 1. Pavment: A. Within five (5) days after WMAC's counsel has been notified in writing by TRUSTEE of the date TRUSTEE intends to give notice of this proposed settlement to the bondholders as provided in Section 4, paragraph A below, WMAC shall cause to be deposited with FIBC, in its separate capacity and not as TRUSTEE for the Redevelopment Agency of the City of Chula Vista, the sum of $464,332.00. The money shall be segregated by FIBC in a separate, interest-bearing account and held by FIBC in trust pursuant to the terms of this Agreement. Within the same five (5) days, WMAC shall give written notice to BANCO, CROCKER, HENRIKSON, MATHER, CCAL-R, and SWI to pay to FIBC the sums described in Paragraphs B through G below. B. Within five (5) days after written notice fromWMAC's counsel, BANCO shall forward to FIBC the sum of $55,000.00 for deposit into the same account identified in the previous SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3al14733-12c]AGREEMENT.8 paragraph to be held in trust pursuant to the terms of this Agreement. C. Within five (5) days after written notice from WMAC's counsel, CROCKER shall forward to FIBC the sum of $40,000.00 for deposit into the account identified in paragraph 1A above to be held in trust pursuant to the terms of this Agreement. D. Within five (5) days after written notice from WMAC's counsel, HENRIKSON shall forward to FIBC the sum of $100,000.00 for deposit into the account identified in paragraph 1A above to be held in trust pursuant to the terms of this Agreement. HENRIKSON shall also deposit with FIBC an Individual Grant Deed of Parkwoods Unit Nos. 105, 107, 109, 117, 139, 216, 223, 335 and 340 in favor of TRUSTEE sufficient to convey marketable title. E. within five (5) days after written notice from WMAC's counsel, MATHER shall forward to FIBC the sum of $20,000.00 for deposit into the account identified in paragraph 1A above to be held in trust pursuant to the terms of this Agreement. F. Within five (5) days after written notice from WMAC's counsel, SWI shall forward to FIBC the sum of $76,667.00 plus the - additional sum of $2,779.08 as provided in paragraph 1 of the SWI-MATHER-TRUSTEE Settlement Agreem~nt, a copy of which is attached hereto as Exhibit 1 for deposit into the account identified in paragraph 1.A. above, to be held in trust pursuant to the terms of this Agreement. G. within ten (10) days after written notice from WMAC's counsel, CCAL-R shall forward to FIBC the sum of $20,000.00 for SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12c]AGREEMENT.S deposit into the account identified in paragraph 1A above to be held in trust pursuant to the terms of this Agreement. H. Within five (5) days after the execution of this Agreement by ~C, SWI and TRUSTEE, TRUSTEE shall use its best efforts t~ cause its servicing agents, BANCO and Metmor Financial Services (hereinafter "METMOR") to provide an accounting to WMAC and SWI of rents and expenses related to Parkwoods. The accounting shall consist of a statement of rents received, from Parkwoods by TRUSTEE or its servicing agents BANCO and METMOR, including but not limited to net rents in the sum of $8,500.00 held by Martin Goldberg as receiver for TRUSTEE in an action entitled First Interstate Bank as Trustee for the Redevelopment Aqencv of the city of Chula Vista v. Leo R.B. Henrikson. et al.. San Diego Superior 'Court Case No. 610824, and an itemized statement of expenses related to Parkwoods. The accounting shall cover the period March 1, 1989 to June 1, 1991. If WMAC and/or SWI have any objections to the accounting caused to be provided by TRUSTEE they may, within 30 days of receipt, lodge the same with the Court, identified in Recitals, paragraph B above, Honorable Harry R. MCCue, Magistrate Presiding (hereinafter the "Court"), for review at an appropriate time. SECTION 2. Purchase bv SWI: A. SWI, MATHER and TRUSTEE have entered into a separate Settlement Agreement which provides, in part, for the marketing and sale of 33 Parkwoods units presently in foreclosure or held SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12c]AGREEMENT.8 by TRUSTEE in REO. A copy of the Agreement is attached hereto as Exhibit 1. B. Upon the execution of this Settlement Agreement, TRUSTEE will release SWI from any personal liability on parkwoods units 102 and 219 to the satisfaction of SWI. SECTION 3. Cancellation And Reinstatement of Mortqaqe Guarantv Insurance certificates: A. Upon the execution of this Agreement by all parties hereto, and the satisfaction of the contingencies set forth in section 5 of this Agreement, the mortgage guaranty insurance issued by WMAC on the loans secured by the units identified in Exhibit 2 attached hereto, is agreed to be canceled and TRUSTEE will forthwith return the certificates evidencing the insurance on each of the loans to WMAC's counsel. B. WMAC agrees to reinstate and keep in full force and effect the mortgage guaranty insurance on the loans, which are identified in Exhibit 3 attached hereto, providing that the premiums on each certificate of mortgage guarantee insurance are brought current and TRUSTEE complies with the terms of Master Policy 04-115-1-4331 and the provis~9ns of Lenders Manual provided to TRUSTEE. In the event that claims arise under the certificates, WMAC agrees to diligently process and pay the claims pursuant to the terms of tqe Master POlicy and the Lenders Manual. SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12c]AGREEMENT.a C. WMAC agrees to reinstate and keep in full force and effect the mortgage guaranty insurance on the loans secured by the units identified in Exhibit 4, attached hereto, provided that the premiums on each certificate of mortgage guarantee insurance are brought current and TRUSTEE complies with the terms of the Master Policy 04-115-1-4331 and Lenders Manual 're~erred to above. The insurance shall remain in effect until such time as the units are sold by SWI. In the event that WMAC is required to pay a claim on any of the loans described in Exhibit 4, John and Eileen Mullen, individually (collectively referred to herein as "MULLEN"), agree to indemnify and hold WMAC harmless from the obligation to pay the claims and from all costs and expenses, including reasonable attorney's fees related thereto, as more fully set forth in an Indemnity And Pledge Agreement between MULLEN and WMAC, a copy of which is attached hereto as Exhibit 5. MULLEN's obligation to indemnify and reimburse WMAC for claims paid to TRUSTEE arising from defaults on loans secured by the units identified on Exhibit 4 shall in no way affect WMAC's obligations to TRUSTEE, for the same event. D. The mortgage guaranty insurance to be provided by WMAC, pursuant to the terms of this Agreement, shall be the reinstatement of the coverage previously provided. Prior to the execution of this Agreement, WMAC shall provide to TRUSTEE evidence of Standard & Poors Insurer Claims-Paying Ability rating for WMAC. SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12c)AGREEMENT.8 E. WMAC hereby waives each and every impropriety, omission, irregularity, illegality, misrepresentation, fraud, or defect of any kind, type, or manner contained in or arising from the applications for insurance coverage (or amendments or modificat~ons thereto), and certificates relating to the Parkwoods units set forth in Exhibits 3 and 4. ' Thus, by way of example, even if it is later discovered that WMAC might have a valid defense to a future claim made under such a pOlicy, it nonetheless agrees to promptly process and pay that claim, unless WMAC's defense relates solelv to facts and events occurring after the date of the dismissal with prejudice in this Litigation. This paragraph is to be construed broadly in favor of coverage. SECTION 4. Performance Bv Trustee: A. within five (5) days after the TRUSTEE has received all of the funds described in paragraphs A through G of section 1 of this Agreement from the parties identified therein, a Promissory 'ote in the sum of $2,753,800.00 properly executed by MULLEN and ecured to the satisfaction of the TRUSTEE, as set forth in :xhibit 1 attached hereto, and the individual grant deed from 'ENRIKSON, as described in paragrap~.D of Section 1, TRUSTEE shall: 1. Cause to be filed a request for hearing before the Jurt on a Motion to approve this Settlement Agreement. 2. Provide notice to the bondholders of the hearing before he Court and advise the bondholders of their opportunity to Jject to this settlement. STTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12c)AGREEMENT.S In the event the TRUSTEE receives objections to the settlement, TRUSTEE may apply to the Court'for appropriate relief under this Settlement Agreement, which includes, but is not limited to, resolution of bondholder objections, confirmation of the settlement, or disapproval of the settlement pursuant to the standard set forth in Section 5.C. In the latter-event, FIBC shall, within ten (10) days after disapproval, return to the parties all monies paid and other consideration given hereunder and restore the parties to their previous status to the fullest extent possible. WMAC shall then have forty-five (45) days after the return of its $464,332.00 in which to obtain relief from the current Stay Order and file its Second Amended Complaint. 3. Request a final certified cash flow analysis of the Bond Reserve Fund from Ernst & Young, substantially the same as, or more favorable than, the Preliminary Report dated November 19, 1990. Copies of the Final Report will be provided to any party requesting the same at the party's expense. 4. Request the AGENCY to obtain a legal opinion from Jones, Hall, Hill & White, opining that the form of this settlement (i.e., a draw on the reserve funds over time jn a manner where it is anticipated that.the reserves will not be fully replenished) is within the contemplation of the Resolution and official statement. The opinion need not opine on the prudence of the proposed settlement. The adequacy of the opinion letter shall be determined in the sole discretion of TRUSTEE, exercised in good faith, and such determination shall not be SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12C]AGREEMENT.8 subject to review except as to whether or not the determination by TRUSTEE was made in good faith. TRUSTEE shall serve the opinion of Jones, Hall, Hill & White upon the parties to this Agreement within five (5) days after receipt by TRUSTEE. B. In the event that TRUSTEE receives approval of this Settlement Agreement from the court, TRUSTEE shall, within five (5) days thereafter: 1. Return to WMAC the certificates of mortgage guaranty insurance as required by section 3.A. above. 2. Cooperate with MULLEN to obtain the approval of the California Department of Real Estate for TRUSTEE, SWI, or any member thereof, to market the units described in Exhibit 2. 3. Cause to be filed a dismissal with prejudice of the action entitled First Interstate Bank v. Henrikson, San Diego Superior Court Case No. 610824, provided that HENRIKSON has first given TRUSTEE a deed in lieu of foreclosure or other such conveyance approved by TRUSTEE of each of the units described in the Litigation, and paid the money required by this Agreement. 4. Cause to be filed a Satisfaction of Judgment and such other dQcuments necessary to perfect title in the TRUSTEE and release SWI, and any member thereof _from any personal liability under the loans which are the subject of litigation styled First Interstate Bank as Trustee for the Redevelopment Aaencv of the city of Chula vista v. James E. Iverson. et al., San Diego Superior Court Case No. 609666, and consolidated cases being 23 in number. SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12c]AGREEMENT.S 5. As set forth in Exhibit 6, the parties have estimated certain compensable litigation expenses to be $175,000.00. The expenses identified on Exhibit 6 shall be paid by the TRUSTEE from the Trust. In the event that TRUSTEE incurs ordinary and usual com~ensable litigation expenses which exceed $175,000.00, TRUSTEE may, upon ten (10) days' Notice of Motion'served on WMAC, make application to the Court for an increase in compensable litigation expenses up to a maximum of an additional $20,000.00. In the event that TRUSTEE incurs extraordinarv or unusual compensable litigation expenses in excess of $175,000.00, TRUSTEE may, upon ten (10) court days' Notice of Motion served on WMAC, make application to the Court for an increase in extraordinary or unusual litigation expenses up to a maximum of $10,000.00 for a total increase in ordinary and extraordinary litigation expenses permitted under this paragraph of $30,000.00. No later than five (5) days prior to the hearing on TRUSTEE's motion to increase the allowance for either ordinary or extraordinary litigation expenses, WMAC may file objections to the request. TRUSTEE may have two (2) days to respond to the objections. The Court shall determine the appropriateness of the TRUSTEE's request, and if the request or any part thereof is p~rmitted by the Court, the Court shall order payment thereof by WMAC. Any motion by TRUSTEE to increase its compensable litigation expenses in excess of the total sum set out in Exhibit 6 must be filed in such a manner so as to be heard on or before the date SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12c]AGREEMENT.8 when TRUSTEE's motion to approve this settlement is heard before the Court as set forth in section 4.A.l. of this Agreement. 6. Cause its servicing agents, BANCO and METMOR, to pay the accrued and current premium due on the mortgage guarantee insurance on the loans identified in Exhibits 3 and 4. 7. pay any remaining funds to the Trustof,the Redevelopment Agency of The City of Chula vista Mortgage Revenue Bond issue of November 6, 1979. 8. Notify WMAC that all conditions precedent to the resolution of the litigation have been fulfilled. subject to WMAC's concurrence with TRUSTEE's evaluation that all conditions have been fulfilled, WMAC will, within five (5) days after the receipt of the notice from TRUSTEE described above, file a Dismissal with Prejudice in the Litigation as to all parties. This Agreement shall not alter or in any way affect whatever obligations BANCO, CROCKER or AGENCY, respectively, may have to indemnify TRUSTEE or AGENCY (as the case may require) against certain contingencies as set out in the Residential Mortgage Revenue Bond Issue dated November 6, 1979, and the Mortgage Loan Purchase Agreements date~ respectively November 12, 1979 and March 4, 1982 or related s~~icing agreements, purchasing agreements, commitment contracts, addendums, supplements or revisions except insofar as said contingencies, if any, arise out of the subject matter of the instant litigation , (all liability for which is released pursuant to section 6 of this Agreement). Furthermore, BANCO and CROCKER shall have no SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12cJAGREEMENT.8 duty to indemnify TRUSTEE for any loss which may be sustained as a result of: (1) any breach of this Agreement by any party; (2) the failure of any party to perform pursuant to the terms of this Agreement: and/or (3) the failure of this 'Agreement to achieve its intended purpose. SECTION 5. Continqencies: A. It is expressly understood and agreed that this settlement is contingent upon the satisfaction of each of the contingencies set forth in this Section. In the event that the contingencies described in Paragraphs (B) through (I) are not satisfied, the TRUSTEE may rescind this settlement in its entirety by giving notice to the other parties and forthwith refunding to them the sums described in Section 1. In that event, this Litigation will be restored to its posture as of September 1, 1990, except to the extent that other agreements and settlements, independent of this one, are executed. In the event that no notice is given of the failure of at least one contingency on or before the date of the hearing on TRUSTEE's motion to obtain Court approval of this settlement, as set forth in Section 4.A.l., then each and ev~~ contingency will be conclusively deemed satisfied. The TRUSTEE may waive any of these contingencies and may unilaterally extend any deadline contained in this Section, except those contained in this Paragraph A. Within five (5) days following receipt by WMAC from the TRUSTEE of notice that all contingencies have been fulfilled, SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12cjAGREEMENT.8 or they are conclusively deemed satisfied, WMAC shall file a Dismissal with Prejudice in the Litigation as to all parties. The contingencies are as follows: B. Entry of a final order by the Court approving this settlement as prudent and in the best interest of the bondholders, that a more favorable settlement is"in the Court's opinion, unlikely, and that the proposed settlement is more advantageous to the bondholders than continued litigation. C. A determination by the TRUSTEE, following notice to the bondholders and receipt of any comments, that the proposed settlement is prudent. This determination is to be made (or not made) in the sole discretion of the TRUSTEE exercised in good faith, and is not subject to review except as to whether or not the determination by TRUSTEE was made in good faith. D. Receipt by AGENCY of a satisfactory Opinion Letter from Bond Counsel, Jones, Hall, Hill & White as set forth in section 4.A.4. E. Receipt of a satisfactory final and certified cash flow analysis from Ernst & Young as set forth in section 4.A.3. F. Execution of a final settlement agreement and delivery of a promissory note satisfactory to,TRUSTEE between the TRUSTEE, SWI, and MULLEN as set forth in section 2.A. G. Receipt of a disclosure exemption from the California Real Estate Commissioner, as described in section 4.B.2. H. Final settlement between the TRUSTEE and HENRIKSON resulting in the dismissal of all claims against and/or by SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3 a [14733-12cJAGREEMENT.8 HENRIKSON contained in the Litigation described in Section 4.B.3., payment by HENRIKSON to the TRUSTEE in the sum of $100,000.00 and the transfer of marketable title to all of HENRIKSON's defaulted Parkwoods units identified in Exhibit 2. I. Execution of this Agreement by all the parties identified on the signature page attached hereto.. SECTION 6. Reimbursement: A. Based upon the certified cash flow projection from Ernst & Young, the parties anticipate that in the year 2011 all of the Residential Mortgage Revenue Bonds issued by the Redevelopment Agency of the City of Chula Vista in 1979 to finance the purchase of condominium units at Parkwoods will be retired. TRUSTEE will distribute the remainder of the trust assets pursuant to the terms of the Resolution. Whatever assets TRUSTEE distributes to AGENCY pursuant to the terms of the Resolution (probably consisting primarily of residential mortgages with outstanding balances due), are hereinafter referred to as "assets". This recitation of the parties' expectations is not a repr~sentation of accuracy nor is it a condition precedent to performance by any party under this Agreement. The assets are agreed to be divided by AGENCY on a "first-dollar-in" basis in the proportions set forth below. The phrase "first-dollar-in" is defined by example to mean that if AGENCY receives one dollar ($1.00) of assets by way of SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12c]AGREEMENT.S distribution from TRUSTEE, it shall pay to WMAC thirty-four cents (34(:) : (1.) 66% to the AGENCY (2.) 34% to WMAC until such time as WMAC has been reimbursed the sum of $155,000.00 plus any additional TRUSTEE litigation expenses required to be paid by WMAC under the provisions of section 4.B.5. above, plus interest at the rate of five percent (5%) per annum, compounded annually commencing on the date of this Agreement, and thereafter all remaining assets shall be kept by the AGENCY. B. subject to the terms and conditions of this Agreement, effective and conditioned upon consummation of this Settlement Agreement, AGENCY hereby grants an irrevocable lien on the mortgage loans and revenues held in trust for AGENCY by TRUSTEE and revenues derived therefrom (the "Lien") to WMAC, subordinate to the existing Lien imposed by Section 102 of the Bond Resolution or any other Liens established under the Resolution, including, but not limited to, those held by the TRUSTEE or AGENCY. AGENCY and WMAC agree to execute an appropriate security Agreement, Financing Statement, and/~r any other appropriate documents creating and perfecting the Lien. Said documents will be prepared by WMAC with the approval of the AGENCY as to form and content. C. within sixty (60) days after the final redemption date of all bonds, AGENCY, pursuant to section 1401(b) of Resolution SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12c]AGREEMENT.a 214, shall request the TRUSTEE to execute and deliver to the AGENCY all such documents as may be desirable to evidence a release and discharge of the bondholders' Lien and to deliver to the AGENCY all assets and instruments held by TRUSTEE which are not required for the payment or redemption of bonds or coupons or not theretofore surrendered for such payment or redemption. D. Within sixty (60) days of the delivery by TRUSTEE of all such assets, the AGENCY, in its sole discretion, shall elect either to liquidate such assets in Whole or in part, or continue to service the debt evidenced by such assets pursuant to their terms. E. Within thirty (30) days after AGENCY's election, or within such additional time as may be reasonably permitted by WMAC to liquidate the assets transferred to it by TRUSTEE, AGENCY shall present to WMAC, at its election as set forth below, either cash or assets transferred to the AGENCY by the TRUSTEE under the following priorities and terms: 1. If the AGENCY elects to liquidate the assets, AGENCY will retain sixty-six percent (66%) of the net proceeds from the sale and pay thirty-four percent (34%) of the~net proceeds from the sale to WMAC, unt~~ such time as WMAC has been reimbursed the sum of $155,000.00 plus any additional TRUSTEE litigation expenses required to be paid by WMAC under the provisions of Section 4.B.5. above, plus accrued interest equal to five percent (5%) per annum compounded annually from the date of this Agreement to date of payment. Thereafter, all proceeds SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12C]AGREEMENT.S from the sale of assets shall remain the AGENCY's, free and clear of any lien or encumbrance of WMAC. 2. Rather than liquidate the assets, AGENCY may instead elect to service the assets. In such event, AGENCY shall pay to WMAC on a monthly basis thirty-four percent (34%) of the net assets payment made by the mortgagor until-such time as WMAC has been reimbursed the sum of $155,000.00 plus any additional TRUSTEE litigation expenses required to be paid by WMAC under the provisions of Section 4.B.5. above, plus accrued interest equal to five percent (5%) per annum compounded annually, from the date of this Agreement to date of payment. The term "net assets payment" collected from the mortgagor by AGENCY is defined as the gross assets payment made by the mortgagor less customary and necessary servicing fees and costs to AGENCY of one-half percent (0.5%) of the payment which represents a servicing fee to the AGENCY. 3. The AGENCY may elect not to liquidate the entire assets, but may, instead, determine to transfer a portion of the assets to WMAC in an amount sufficient to reimburse WMAC the sum of $155~000.00 plus any additional TRUSTEE litigation expenses required to be paid by WMAC under the provisions of Section 4.B.5. above, plus accrued interest equal to five percent (5%) per annum compounded annually from the date of this Agreement to date of payment. Under such election, AGENCY shall notify WMAC of its intention to transfer assets so that the parties may determine the value of the assets to be transferred. The assets SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12c]AGREEMENT.8 shall be valued at the prevailing market rate on the date AGENCY elects to transfer and not at the face value of the assets. Assets which remain with the AGENCY after transfer in satisfaction of AGENCY's obligation to reimburse WMAC shall belong to and remain with the AGENCY, free and clear, and shall not be subject to any liens or encumbrances. In the event the total market value of the assets on the date of election is less than the amounts to be reimbursed to WMAC pursuant to the terms of this Agreement, then the assets shall be divided sixty-six percent (66%) to AGENCY, thirty-four percent (34%) to WMAC. WMAC shall have no right of recovery against AGENCY or CITY under the Lien and no right to any assignment or transfer of assets under the Lien for any short fall in their anticipated reimbursement as set out in this Section 6 of this Agreement. 4. AGENCY and WMAC, by mutual written agreement, may extend the date of AGENCY's election for the purpose of maximizing the return on the assets or asset proceeds. During such extension, interest will continue to accrue on behalf of WMAC as set forth herein. 5. The Lien in favor of WMAC and as established under this Agreement, is not to apply to ~ny unclaimed monies including, but not limited to, monies set aside for redemption of outstanding bonds which may be held by the TRUSTEE or paid to the AGENCY pursuant to Resolution No. 214, Section 1401(d) or other provisions. SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3, c4733-12c]AGREEMENT.8 6. If the Lien established under this Agreement re ins unsatisfied for more than thirty (30) days after the AG'CY has made an election as set forth in sections 6.0. and E.", through E.4., WMAC may exercise any and all rights con:;istent with the resolutions referred to in the previous par, ,]raphs, this Agreement, and all laws of the State of California as they apply to public entities in order to enforce such lien rights. In enforcing said rights, WMAC agrees that its recourse will be limited only to assets and revenues derived from the Residential Mortgage Bond Issue of 1979 as first described, and specifically the proceeds thereof which are the subject of the Lien established under this Agreement. 7. The obligation of the AGENCY to provide reimbursement to WMAC, which is secured by the Lien established by this Agreement, shall be payable only out of the assets and revenues of the Redevelopment Agency of the City of Chula vista Residential Mortgage Bond issue of 1979 and the proceeds therefrom which are subject to the lien established in this Agreement. No party shall have any recourse against any other funds of the city or the AGENCY in, satisfaction of any portion of the obligations created by this Agre~ment or the Lien imposed hereunder. 8. paragraph 402 of the Resolution provides for optional redemption of the bonds at the election or direction of the AGENCY. So.long as th~ Lien in favor of WMAC remains unpaid, AGENCY agrees not to exercise its right under Paragraph 402 to SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12c]AGREEMENT.a elect or direct any optional redemption of the bonds unless the optional redemption is deemed necessary by the AGENCY in order to protect the. interests of the bondholders. The AGENCY is free to exercise any of the other rights available to it under the Resolution. 9. Any payment or transfer of assets required to be made by AGENCY to WMAC pursuant to this Section 6, shall be made within ninety (90) days after the duty to payor transfer arises. SECTION 7. Mullen's option To Purchase Bond Collateral For A Sum Sufficient To Collapse Bond Issue: A. The parties hereto agree that MULLEN shall have the option to purchase the Mortgage Loans from TRUSTEE at any time on or before October 1, 1993, at a price which, when added to the monies and securities held in the Bond Proceeds Funds, Revenue Fund, Debt Service Reserve Fund, Mortgage Reserve Fund, Operating Fund, Asset Accumulation Fund, Redemption Fund, and any other fund established by the Agency under the ReSOlution, shall be sufficient to fully redeem all of the then outstanding Bonds~ ,~" 0'<;' _ <>,-'\ '),ev-J o:,,~ o,>W{". '9""..) pursuant to the terms and provisions of the ReSOlution, plus "ihpJ .('o/i)OO"O.:l .jvVV'l ti ,V\;.":}(d aJ C\ fJ" l.i-t'l'oJ. ~ ~"tr A.ll,,.H,\ ~ $50,000.00. ,C.,,,...,, ,\ "(~, \,.- ff.J~..,.{. ~ (", j'-"f :.., "I~ (~II.1"1' 0+ t~ ~..,,JIJJ"". I B. MULLEN shall give his notice of election to exercise this option to the AGENCY and WMAC in accordance with Section 13.H. of this Agreement at least sixty (60) days prior to the Redemption Date as defined in the Resolution. Upon receipt of such election, and written confirmation from WMAC that the sum SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12c]AGREEMENT.S set out in the next paragraph has been paid, the AGENCY shall give written notice to the TRUSTEE of its election or direction so.to redeem in accordance with section 402 of the Resolution. C. Any election of the option described in this section is expressly conditional upon MULLEN having first paid WMAC the sum of $16,666.00~w"',~ -" "l~.., kl'o...J.t Q.r:l o.!I~'\ ~...""'.~. .lro,.""'oo pu.'t~ .Ie{ ~"!'" o.~ f''''''~''''' +- A. . D. MULLEN shall deposit the funds for purchase of the Mortgage Loans with the TRUSTEE no later than 30 days prior to the Redemption Date. SECTION 8. Release: A. Upon final approval of this settlement by the Court and except for the executory provisions of this Agreement, each of the parties hereto'hereby fully and finally releases, quits and discharges each other party and their counsel from any and all actions, rights, claims, damages, including punitive or exemplary damages, liabilities, losses, costs, covenants, debts, demands, expenses, interest, loss of service, obligations and undertakings of any kind or nature whatsoever, known or unknown, which they have had, now have, or in the future may have or claim to have, arising out of or connected with, or related in any manner to the Litigation described above, or the prosecution or defense thereof. B. without in any way limiting the generality of the release contained in the previous paragraphs, upon final approval of this settlement by the Court and except for the executory SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-l2c]AGREEMENT.8 provisions of this Agreement, each of the parties releases and absolutely and forever discharges each other from any and all released matters which are or might have been the subject matter of, or referred to, or mentioned in any complaint, or any topics of a counter-claim or cross-complaint that must have been filed in the Litigation, or in any way arising out of or in connection with the commencement, prosecution or defense of the Litigation, including attorneys' fees and costs, or in any way arising out of or in connection with the Litigation. C. Subject to the provisions of this Section 8, it is the intention of each of the parties hereto in paying and accepting the consideration herein acknowledged and in executing this Agreement, that this Agreement and the receipt of said funds, shall be effective 'as a full and final accord and satisfaction and release of each and every issue raised, or which must have been raised, in the Litigation. In furtherance of this intention, each party hereto acknowledges that it is familiar with Section 1542 of the civil Code of the State of California which provides as follows: "A general release does not extend to claims which a creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him, must have materially affected his settlement with the debtor." SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-l2c)AGREEMENT.a Each of the parties to this Agreement waives and relinquishes every right or benefit which it has or may have had under Section 1542 of the civil Code of the State of california to the. full extent that it may lawfully waive such rights and benefits' pertaining to the Litigation. In connection with such waiver and relinquishment, each party hereto acknowledges that it is aware that it may hereinafter discover facts in addition to or different from those facts which it now knows or believes to be true with respect to the Litigation, but it is the intention of each party to fully, finally and forever settle and release such claims, grievances, disputes and differences, known or unknown, suspected or unsuspected, which now exist, may exist, or heretofore have existed between each of the parties hereto and which were raised, 'or must have been raised in the Litigation and that in furtherance of such intention, the release given herein shall be and remain in effect as a mutual release of such claims', notwithstanding the subsequent discovery of unknown additional or different facts. D. Notwithstanding the generality of the foregoing- releases, with respect to the units listed in E~hibit 3, this Agreement shall not alter or in any.~ay affect whatever obligations BANCO, CROCKER and/or the AGENCY, respectively, may . have to indemnify TRUSTEE or AGENCY (as the case may require) against certain contingencies as set out in the Residential Mortgage Revenue Bond Resolution dated November 6, 1979, the Mortgage Loan Purchase Agreements dated November 12, 1979 and SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12c]AGREEMENT.8 March 4, 1982 and/or related servicing agreements, purchasing agreements, commitment contracts, addendums, supplements or revisions (collectively the "Trust Documents"), except as otherwise provided in paragraphs 80, E and F.' E. Upon final approval of this settlement by the Court, TRUSTEE agrees that before any claim for indemnity under the Trust Documents is asserted against BANCO or CROCKER, TRUSTEE will pursue to final resolution any claim TRUSTEE may have against WMAC for insurance benefits on the unites) which is (are) the subject of any such indemnity claim. BANCO and CROCKER agree that they will toll any statute of limitations or claim of laches for the period of time during which TRUSTEE pursues this remedy. TRUSTEE and AGENCY further agree that they will file an indemnity claim against CROCKER or BANCO only after first having made a reasonable investigation of the claim and concluding, based on such investigation and in good faith, that the claim is meritorious. F. Upon final approval of this settlement by the Court, TRUSTEE and AGENCY hereby waive and release any claim either or both of them may have against CROCKER and/or BANCO for indemnity, in whatever form, for reimbursement,9f any litigation costs or expenses, including attorneys' fees, incurred by the AGENCY and/or TRUSTEE as of the date of final approval which are in excess of the reimbursable amount pursuant to Section 4.B.5. of this Agreement. Finally, it is the intention of the TRUSTEE, AGENCY, BANCO and CROCKER that, in order to preserve the status SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12C]AGREEMENT.a quo regarding indemnity, all indemnity rights (including defenses to an indemnity claim) of BANCO, CROCKER, AGENCY and TRUSTEE shall be preserved in the event of any indemnity claim by- TRUSTEE, AGENCY, BANCO or CROCKER. Thus, by way of example, should the TRUSTEE or AGENCY seek indemnity against BANCO and/or CROCKER, this Agreement shall not be raised by TRUSTEE and/or AGENCY to defeat any affirmative defense (other than the statute of limitations or laches as set forth above) or claim for affirmative indemnity relief of BANCO or CROCKER raised in the context of any indemnity claim by TRUSTEE and/or AGENCY. SECTION 9. No Liabilitv This Agreement is made as part of a compromise of a presently existing .dispute and difference as to the rights, duties and obligations of the parties hereto relative to the issues and matters set forth in the Litigation and shall never be construed or used as an admission of fact or liability on the part of any party for any purpose whatsoever. SECTION 10. No Other Litiqation: A. Except to enforce the executory provisions of this Agreement, the parties hereto shall not at. any time hereafter commence, institute, file, serve, prosecute or otherwise create against any other party hereto any lawsuit or claims arising out of, related to, or in any manner connected with the Litigation. SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12c)AGREEMENT.a B. Nothing in this Agreement shall preclude any party from instituting proceedings to enforce the terms and conditions of this Agreement, and any documents or proceedings attendant thereto. Each party reserves the right to institute any legal proceeding to enforce the terms and conditions of this Agreement. SECTION 11. No Assiqnment: A. Each of the parties to this Agreement warrants and represents to each other party that it has not heretofore assigned or transferred, or purported to assign or transfer, to any person whomever not a party hereto, any released matter or any part or portion thereof. Each party hereto shall indemnify and hold harmless each other from and against any claim, demand, damage, debt, liability, account or reckoning, obligation, cost, expense, lien, action or causes of action, including causes of action for payment of attorneys' fees which are based on, or in connection with, or arising out of such assignment or transfer, or purported or claimed assignment or transfer. SECTION 12. Persons Bound: A. This Settlement Agreement_~nd Mutual Release shall be binding upon and inure to the benefit of: (1) each of the parties hereto and its respective personal representatives, attorneys, legal successors, assigns, licensees, and SUblicensees; (2) each of the parties hereto and its respective SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12C]AGREEMENT.a officers, directors, shareholders, agents and employees and its respective heirs, administrators, legal successors, assigns, licensees, and sublicensees; and (3) each of the parties' respective past, present and . future parent, subsidiary or affiliate entities, and their respective pres~nt attorneys, officers, directors, shareholders, agents and employees of such parent, subsidiary or affiliate entities, and its respective heirs, executors, administrators, legal successors, assigns, licensees, and sublicensees. SECTION 13. Miscellaneous: A. Separate Counsel: The parties to this Agreement hereby acknowledge that each has been represented by counsel of its own choosing in connection with this Agreement; that the full import of all of the provisions of this Agreement have been explained to the parties by their respective attorneys; that each party entered into this Agreement knowingly and voluntarily; and that each and all of the provisions of this Agreement are acceptable to each party hereto and are fully agreed to and understood. B. Entire Aareement: This instrument contains the entire Agreement and understanding concerning the subject matter between the parties and supersedes and replaces all prior negotiations and/or proposed agreements, written or oral. Each of the parties hereto acknowledges that no other party has made any promise, representation or warranty whatever, expressed or implied, not SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12c]AGREEMENT.S contained herein concerning the subject matter of this Agreement to induce it to execute this Agreement and acknowledges that it is not executing this Agreement in reliance upon any such. promise, representation, or warranty not contained herein. C. Gender: Whenever in this instrument the context may so require, the neuter gender shall be deemed to refer to and include the masculine and feminine gender. D. California Law: This Agreement and Mutual Release shall in all respects be interpreted, enforced, and governed by and under the laws of the State of California. E. No Third partv Beneficiaries: It is the expressed intention of each of the parties that the terms of this Agreement shall not inure to the benefit of persons or entities not a party hereto" F. Further Documents: The parties hereto agree to execute, acknowledge, verify, deliver, and furnish, or cause to be furnished, all documents and information and do so, or cause to be done, all other acts and things at such times and in such form and substance as are reasonably necessary to effectuate this Agreement. G. Counteroarts: This Agreem~nt and Mutual Release may be executed as counterpart originals with the same full force and effect as if executed as a single document. H. Notice: All notice required herein shall be directed as follows: SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12c]AGREEMENT.8 To WMAC: Peter J. Sullivan, Esq. Peter J. Sullivan, A Professional Corporation 310 Washington street, suite 205 Marina del Rey, California 90292 and Richard B. Davis, Esq. Senior Legal Counsel Mortgage Guaranty Insurance Corporation MGIC Plaza Post Office Box 488 Milwaukee, Wisconsin 53201 To CROCKER: EDWARD D. VOGEL, ESQ. MICHAEL M. DJAVAHERIAN, ESQ. SHEPPARD, MULLIN, RICHTER & HAMPTON 501 WEST BROADWAY 19TH FLOOR SAN DIEGO, CA 92101 To TRUSTEE AND/OR FIBC: MELVYN H. WALD, ESQ. MARK H. EPSTEIN, ESQ. MUNGER, TOLLES & OLSON 355 SOUTH GRAND AVENUE 35TH FLOOR LOS ANGELES, CA 90071 To BANCO: MURRAY T.S. LEWIS, ESQ. HILLYER & IRWIN. 550 WEST C STREET SUITE 1600 SAN DIEGO, CA 92101-3540 To SWI: JOE N. TURNER, ESQ. HIGGS, FLETCHER & MACK 401 WEST A STREET SUITE 2000 SAN DIEGO, CA 92101-1908 To MATHER: JOEL C. ESTES, ESQ. KEVIN J. HOYT, ESQ. ESTES & HOYT 1010 SECOND AVENUE SUITE 1300 SAN DIEGO, CA 92101 SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a(14733-12c]AGREEMENT.8 To CCAL-R: TINA M. PIVONKA, ATTORNEY AT LAW WILLIAM P. MORROW, ESQ. SCHALL, BOUDREAU & GORE, INC. 501 WEST BROADWAY SUITE 900 SAN DIEGO, CA 92101 To HENRIKSON: LEO R. B. HENRIKSON FLORENCE HENRIKSON 5839 OVERLAKE AVENUE SAN DIEGO, CA 92120 To CHULA VISTA and/or AGENCY: NEAL S. MEYERS, ESQ. JOSEPH M. HNYLKA DALEY & HEFT 462 STEVENS AVENUE SUITE 201 SOLANA BEACH, CALIFORNIA 92075 Any party may change the designation of its representative for purposes of notice by written notice to the other parties. I. Warrantvof Authoritv: Each signatory to this Agreement hereby warrants that he or she is legally competent and authorized to execute this Agreement on behalf of the party whose name is subscribed at or above the signatory's signature. Each party hereto is presently fully capable of performing all terms of this Agreement. J. Severabilitv: In the event that anyone or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, then such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed by disregarding the invalid, illegal or unenforceable provision or provisions. SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12c]AGREEMENT.a In the event that anyone or more of the parties to this Agreement materially breaches the Agreement, said breach shall not affect the releases given herein to parties who do not breach the Agreement. K. Attornevs' Fees: In the event of litigation, or in any other proceeding arising out of or pursuant to this Agreement, the prevailing party in said litigation or proceeding shall be entitled to reasonable attorneys' fees. L. Modification or Amendments: No amendment, change or modification of this Agreement shall be valid unless in writing and signed by all of the parties hereto. M. caotions: The captions appearing at the commencement of the sections hereof are descriptive only and for convenience in reference. Should there be any conflict between any such caption and the section at the head of which it appears, the section and not such caption shall control and govern in the construction of this Agreement. N. Exoenses: Each of the parties shall pay all of their own costs, legal fees, accounting fees, and any other expenses incurred or to be incurred by it or them in connection with prosecuting and/or defending this L~tigation, in negotiating and preparing this Agreement, and closing and carrying out the transactions contemplated by this Agreement, except that the expenses identified on Exhibit 6 shall be paid by TRUSTEE from Settlement proceeds. SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12cJAGREEMENT.8 o. Parties in Interest: Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the parties, persons and entities described herein, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third person to any party to this Agreement, nor shall any provision give any third person any right of subrogation or action over or against any party to this Agreement. P. Independent Investiqation: Except for those representations specifically detailed within this document, each party to this Agreement has performed its own independent investigation and analysis of the Resolution and this Agreement. Each party has also independently consulted with legal counsel concerning its respective rights and obligations under the Resolution and this Agreement. In entering into this Agreement, each party warrants that it has not relied upon any facts, statements, analysis, opinion or any other representations whatsoever made by any individual, entity or other party to this action in en~ering into this Agreement, except for those representations contained specifica~ly within this document. In addition, each party warrants it has not relied upon any facts, statements, analysis, opinions or any other representations whatsoever made by any other party, its employees, agents or counsel, for the purposes of understanding its own respective SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12C]AGREEMENT.8 rights, duties or obligations under the Resolution and this Agreement. Q. Conflict with Resolution: In the event of a conflict or contradiction between this Agreement and the Resolution, while the Resolution is in effect, the Resolution will have control over this Agreement, except as to para~raphs 8.A. through 8.F. inclusive of this Agreement, which shall have control over the Resolution. R. statute of Limitations: If for any reason this settlement is not finalized and a dismissal with prejudice is not entered, the parties agree that any statute of limitations relating to any possible cause of action arising from this Litigation against any other party, whether by complaint or cross-claim, is tolled until such time as thirty (30) days after the Court authorizes the filing of such complaints or cross- claims. Dated: July , 1991 WISCONSIN MORTGAGE ASSURANCE CORPORATION, a Wisconsin corporation in liquidation, and MORTGAGE GUARANTY INSURANCE CORPORATION, for Itself And In Its Own Right, and as the Manage~ of the Business of WISCONSIN MORTGAGE ASSURANCE CORPORATION By (Print Name and Capacity below) SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12c]AGREEMENT.S Dated: July ___, 1991 FIRST INTERSTATE BANK OF CALIFORNIA AS TRUSTEE FOR THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA By (Print Name and Capacity below) Dated: July ___' 1991 . FIRST INTERSTATE BANK OF CALIFORNIA Dated: July ___' 1991 WELLS FARGO BANK, as successor in interest to CROCKER NATIONAL BANK By (Print Name and Capacity below) SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12C]AGREEMENT.a Dated: July ___, 1991 BANCO MORTGAGE CORPORATION, now known as G~C MORTGAGE CORPORATION OF IOWA By (Print Name and Capacity below) Dated: July ___, 1991 JOHN R. LARSON Dated: July ___, 1991 SWI ASSOCIATES By (Print Name and capacity below) Dated: July ___, 1991 PARKWOODS ASSOCIATES, A Minnesota Partnership By (Print Name and Capacity below) SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12c]AGREEMENT.a Dated: July ___, 1991 PORTLAND INVESTMENT COMPANY, A Minnesota Partnership By (Print Name and capacity below) Dated: July ___, 1991 NELLUM, A Minnesota Partnership By (Print Name and Capacity below) Dated: July _, 1991 ROGER J. WIKNER Dated: July ___, 1991 SHIRLEY WIKNER Dated: July ___, 1991 JOHN MULLEN Dated: July -' 1991 EILEEN MULLEN Dated: July _, 1991 DENNIS B. SCHROEDER Dated: July ___, 1991 JUDITH SCHROEDER SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12C]AGREEMENT.a Dated: July _, 1991 EDWARD HENTGES Dated: July _, 1991 JAMES E. IVERSON Dated: July -' 1991 PATRICIA IVERSON Dated: July _, 1991 LEE.MATHER Dated: July _, 1991 LEE MATHER COMPANY By LEE MATHER Dated: July _, 1991 CENTER CITY ASSOCIATES-RESIDENTIAL, LTD. By (Print Name and Capacity below) Dated: July _, 1991 ZOGOB DEVELOPMENT, INC. By (Print Name and Capacity below) SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12c)AGREEMENT.8 Dated: July ___, 1991 LEO R. B. HENRIKSON Dated: July ___, 1991 FLORENCE HENRIKSON Dated: July , 1991 CITY OF CHULA VISTA, a municipality By (Print Name and Capacity below) Dated: July ___, 1991 REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA, a Public Agency By (Print Name and Capacity below) APPROVED AS TO FORM AND CONTENT: PETER J. SULLIVAN A PROFESSIONAL CORPORATION By: PETER J. SULLIVAN, ESQ. Attorneys for "MGIC" SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12C]AGREEMENT.8 . SHEPPARD, MULLIN, RICHTER & HAMPTON By EDWARD D. VOGEL, ESQ. ATTORNEYS FOR DEFENDANT CROCKER BANK NKA WELLS FARGO BANK MUNGER, TOLLES & OLSON By MARK H. EPSTEIN, ESQ. ATTORNEYS FOR DEFENDANT FIRST INTERSTATE BANK AND FIRST INTERSTATE BANK AS TRUSTEE FOR THE CITY OF CHULA VISTA HILLYER & IRWIN By MURRAY T.S. LEWIS, ESQ. ATTORNEYS FOR" DEFENDANT BANCO MORTGAGE CORPORATION NOW KNOWN AS GMAC MORTGAGE CORPORATION OF IOWA HIGGS, FLETCHER & MACK By JOE N. TURNER, ESQ. ATTORNEYS FOR DEFENDANTS JOHN R. LARSON, SWI ASSOCIATES, ROGER J. AND SHIRLEY WIKNER, JOHN AND EILEEN MULLEN, DENNIS B. AND JUDITH SCHROEDER, EDWARD HENTGES, AND JAMES E. AND PATRICIA IVERSON SETTLEMENT AND MUTUAL RELEASE AGREEMENT 3a[14733-12c]AGREEMENT.a , ESTES & HOYT By JOEL C. ESTES, ESQ. ATTORNEYS FOR DEFENDANTS LEE MATHER AND LEE MATHER COMPANY SCHALL, BOUDREAU & GORE, INC. By TINA M. PIVONKA, ESQ. ATTORNEYS FOR DEFENDANT CENTER CITY ASSOCIATES, LTD. LEO R. B. HENRIKSON AND FLORENCE HENRIKSON IN PRO PER By LEO R. B. HENRIKSON DALEY & HEFT By NEAL S. MEYERS, ESQ. ATTORNEYS FOR DEFENDANTS CITY OF CHULA VISTA AND THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA ) SETTLEMENT AND MUTUAL RELEASE AGREEMENT -,