Page 137 - Yucaipa Valley Water District
P. 137
Director Memorandum No. 16-040 Page 17 of 24
forever discharge their respective shareholders, members, affiliates, agents, representatives,
professionals, successors and assigns (and with respect to the Valley District’s release of
Assignee, also including the Trustee, the Bondholders and Development Specialists, Inc.),
from any and all claims, demands, debts, liabilities, contracts, obligations, accounts, torts,
causes of action, or claims for relief of whatever kind or nature, whether known or unknown
or suspected or unsuspected by the releasing party, which this same releasing party may
have, claim to have, or have at any time heretofore had or claimed to have had, or that may
hereafter accrue against any of these released parties by reason of any transaction,
occurrence, act, or omission alleged in, arising from, related to or connected with the
Discharge Agreement or any other business dealings, by whomever asserted, whether at this
time known or suspected, unknown or unsuspected, anticipated or unanticipated, direct or
indirect, fixed or contingent, that may presently exis t or arise in the future, in law or in equity
9. Waiver of California Civil Code § 1542. It is further understood and agreed by the
Parties that all rights under section 1542 of the California Civil Code, and any similar law of
any state or territory of the United States, are hereby waived as to claims which those parties
released do not know or suspect to exist at the time they execute this Agreement. This section
reads as follows:
A GENERAL RELEASE DOES NOT EXTEND TO THE 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.
10. Consent of SAWPA. Valley District’s rights and obligations with respect to the
Capacity are governed by SAWPA under the SARI Capacity Agreement dated June 6, 2006,
by and between Valley District and SAWPA, and as such, Valley District’s obligations
hereunder are conditioned upon the written consent of SAWPA approving the sale and
transfer contemplated in this Agreement (the “SAWPA Consent”).
11. Release of Lender’s Lien. Valley District’s obligations hereunder are conditioned upon
Assignee securing release of all liens (the “Lender Release”) encumbering the Capacity
asserted by Deutsche Bank National Trust Company, solely in its capacity as trustee (the
“Trustee”) pursuant to that certain Indenture of Trust, dated as of March 1, 2007 (as
amended, the “Indenture”) for the benefit of itself and the Bondholders (as defined in the
Indenture) (the “Lender Lien”). Notwithstanding the foregoing, the Lender Lien shall attach
to the proceeds of the sale.
12. Closing. The closing of the transaction contemplated by this Agreement (“Closing”)
shall occur (a) five (5) days from the receipt by Valley District and Assignee of SAWPA’s
written consent to the transaction contemplated herein; and (b) concurrently upon Valley
District’s receipt of the Lender Release (“Closing Date”); provided, however, that if the
Closing Date has not occurred on or before June 1, 2014, either Valley District or Assignee
may terminate this Agreement by providing written notice to the other Party.
13. Termination of Discharge Agreement. As of the Closing Date, the Parties hereby
acknowledge and agree that the Discharge Agreement shall be terminated and discharged,
and shall be of no further force or effect.
Yucaipa Valley Water District - April 20, 2016 - Page 135 of 158
forever discharge their respective shareholders, members, affiliates, agents, representatives,
professionals, successors and assigns (and with respect to the Valley District’s release of
Assignee, also including the Trustee, the Bondholders and Development Specialists, Inc.),
from any and all claims, demands, debts, liabilities, contracts, obligations, accounts, torts,
causes of action, or claims for relief of whatever kind or nature, whether known or unknown
or suspected or unsuspected by the releasing party, which this same releasing party may
have, claim to have, or have at any time heretofore had or claimed to have had, or that may
hereafter accrue against any of these released parties by reason of any transaction,
occurrence, act, or omission alleged in, arising from, related to or connected with the
Discharge Agreement or any other business dealings, by whomever asserted, whether at this
time known or suspected, unknown or unsuspected, anticipated or unanticipated, direct or
indirect, fixed or contingent, that may presently exis t or arise in the future, in law or in equity
9. Waiver of California Civil Code § 1542. It is further understood and agreed by the
Parties that all rights under section 1542 of the California Civil Code, and any similar law of
any state or territory of the United States, are hereby waived as to claims which those parties
released do not know or suspect to exist at the time they execute this Agreement. This section
reads as follows:
A GENERAL RELEASE DOES NOT EXTEND TO THE 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.
10. Consent of SAWPA. Valley District’s rights and obligations with respect to the
Capacity are governed by SAWPA under the SARI Capacity Agreement dated June 6, 2006,
by and between Valley District and SAWPA, and as such, Valley District’s obligations
hereunder are conditioned upon the written consent of SAWPA approving the sale and
transfer contemplated in this Agreement (the “SAWPA Consent”).
11. Release of Lender’s Lien. Valley District’s obligations hereunder are conditioned upon
Assignee securing release of all liens (the “Lender Release”) encumbering the Capacity
asserted by Deutsche Bank National Trust Company, solely in its capacity as trustee (the
“Trustee”) pursuant to that certain Indenture of Trust, dated as of March 1, 2007 (as
amended, the “Indenture”) for the benefit of itself and the Bondholders (as defined in the
Indenture) (the “Lender Lien”). Notwithstanding the foregoing, the Lender Lien shall attach
to the proceeds of the sale.
12. Closing. The closing of the transaction contemplated by this Agreement (“Closing”)
shall occur (a) five (5) days from the receipt by Valley District and Assignee of SAWPA’s
written consent to the transaction contemplated herein; and (b) concurrently upon Valley
District’s receipt of the Lender Release (“Closing Date”); provided, however, that if the
Closing Date has not occurred on or before June 1, 2014, either Valley District or Assignee
may terminate this Agreement by providing written notice to the other Party.
13. Termination of Discharge Agreement. As of the Closing Date, the Parties hereby
acknowledge and agree that the Discharge Agreement shall be terminated and discharged,
and shall be of no further force or effect.
Yucaipa Valley Water District - April 20, 2016 - Page 135 of 158
