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HomeMy WebLinkAbout2007-07-24; City Council; 19112; Settlement of La Costa de Marbella HOACITY OF CARLSBAD/CARLSBAD MUNICIPAL WATER DISTRICT - AGENDA BILL 16 AB# MTG. DEPT. 19,112V 07/24/07 CA REPORTING OUT SETTLEMENT OF LA COSTA DE MARBELLA HOA ETAL. V. CARLSBAD MUNICIPAL WATER DISTRICT/CITY OF CARLSBAD AND RELATED ACTIONS DEPT. HEAD CITY ATTY. ^f^x CITY MGR.U^LA1 RECOMMENDED ACTION: There is no action required by the City Council. ITEM EXPLANATION: The City of Carlsbad and Carlsbad Municipal Water District (CMWD) have reached a settlement with all of the homeowners and the homeowners association ("HOA") in litigation related to the failure of the slope located in front of the La Costa de Marbella condominium development. The slope failure resulted in lawsuits filed by the HOA and numerous individual property owners. After nearly two years of litigation, a settlement, with the assistance of the court and court/supervised mediation, has been reached. The financial details are attached as Exhibit "A" and a press release explaining the settlement is attached as Exhibit "B". The total amount of the settlement is $12.55 million of which the City/CMWD will pay approximately $11.3 million and the balance will be paid by one of the District's insurance companies. The City and the District will file an action or actions to recover the balance of the settlement and seek other relief from the appropriate insurance companies. FISCAL IMPACT: The portion of the settlement paid by the CMWD, $11.3 million, will be paid from its operating and replacement reserves. The City and CMWD will seek reimbursement of the full amount of their defense and indemnity expenses, settlement funds and other losses related to litigation from their insurance carriers. ENVIRONMENTAL IMPACT: Reporting out the fact of Settlement is not a "project" within the meaning of CEQA and therefore environmental review is not required pursuant to CEQA Regulation 15061(b)(3). EXHIBITS: A. Financial Aspects of Settlement B. Press Release C. Settlement on file in City Clerk's office DEPARTMENT CONTACT: Ron Ball 760-434-2891 FOR CITY CLERKS USE ONLY. COUNCIL ACTION: APPROVED DENIED CONTINUED WITHDRAWN AMENDED D D D D D CONTINUED TO DATE SPECIFIC D CONTINUED TO DATE UNKNOWN D RETURNED TO STAFF D OTHER - SEE MINUTES D Council/Board received the report. Summary of Global Settlement Agreement La Costa de Marbella Litigation FINANCIAL ASPECTS OF SETTLEMENT Payments on behalf of City/CMWD: Owners of Destroyed Units: City/CMWD payment: ISOP payment: HO A and Other Owners: City/CMWD payment: ISOP payment: Balance of Storm Drain case settlement: Total Consideration: $6,055,279 $935,000 $5,179,721 $330,000 $50,000 $12,550,000 Distribution of Settlement Proceeds*: Payoff of Secured Loans Destroyed Unit Owners.- ($600, 000 per unit) Other 50 Unit Owners: ($20,000 per unit) Required Repairs: HOA Attorney Fees and (inc. liens of HOA 's Balance to HOA: Total Distribution: $1,900,000 $4,800,000 $1,000,000 $2,383,130 Costs: $2,200,000 prior attorneys) $266,870 $12,550,000 OTHER CONSIDERATION: • Eight Destroyed Units are to be quitclaimed to HOA • HOA's insurance company (State Farm) will pay City/CMWD $50,000 to settle cross-complaint for indemnity filed against HOA REPAIRS TO PROPERTY: • HOA required to make geotechnical repairs to hillside from settlement proceeds • $2,383,130 will be placed in a neutral third party fund control to assure payment for the required repairs • Repairs include installation of tie-back wall system along La Costa Avenue in addition to wall installed by City, underpinning and repairs to condominium buildings adjacent to landslide, and repairs to retaining wall above the landslide RELEASES IN FAVOR OF CITY AND CMWD: • HOA and all individual Plaintiffs release all claims against City and CMWD • Plaintiffs must obtain releases of all claims in favor of City and CMWD from all secured lenders for eight Destroyed Units • Plaintiffs must obtain releases of all claims in favor of the City and CMWD from owners at La Costa de Marbella that are not Plaintiffs (28 individuals) OTHER SIGNIFICANT TERMS: • Escrow with Chicago Title Company being used to assure all conditions of settlement are met prior to disbursement of funds • All pending lawsuits to be dismissed with prejudice except for action filed by Pacific Bell Telephone Company • Global Settlement Agreement supersedes all prior agreements between the City and the HOA • Settlement Agreement or Memorandum thereof to be recorded to notify future owners of releases • City/CMWD release claims against HOA and Lindley Plaintiffs * The actual distributions may change due to ongoing negotiations among the Plaintiffs City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 Press Release July 20, 2007 Contact: Denise Vedder, City Communications Manager Phone: 760-434-2957; Cell: 760-703-2840 CITY OF CARLSBAD SETTLES SUIT OVER 2005 LANDSLIDES A settlement has been reached in the two-year-old lawsuit against the City of Carlsbad and the Carlsbad Municipal Water District (CMWD) related to the 58-unit La Costa de Marbella condominium project for the total sum of $12.55 million. The City/CMWD will pay $11.3 million and their insurance carrier will pay the remainder. The dispute began in March 2005 when the slope failed in the 2400 block of La Costa Avenue. Several homes and garages were evacuated and city officials eventually red- tagged eight units and declared them uninhabitable. Some homeowners and the Homeowners Association sued, claiming the City and CMWD were responsible. According to Brad Bartlett, attorney with the firm of Bartlett & Lievers, which represented the City and CMWD in this lawsuit, the La Costa de Marbella Homeowners Association (HOA), individual homeowners, the City and CMWD agreed to a compromise settlement to avoid the risks and expenses associated with this litigation, "This settlement allows the homeowners not only to repair their property, but also to begin repairing their lives, which have been turned upside down since the slope failed more than 28 months ago. Eight homeowners have lost their homes and the La Costa de Marbella community has been disrupted. Now, they should be able to move on with their lives," explains Bartlett. The settlement is a full settlement of all issues, including all claims against the City and CMWD to compensate the homeowners and the HOA for all alleged damage, injury or loss arising out of any alleged error or negligent act or omission by the City or CMWD, including costs and attorney's fees. Bartlett estimates that the monetary exposure to the City and CMWD in a jury trial could have been in excess of $30 million, perhaps as high as $46 million. -more- Page 2 of 2 - Carlsbad Settles Suit over Landslides - The settlement will be paid for by the CMWD and the Insurance Company of the State of Pennsylvania (ISOP), one of the City's and CMWD's insurance carriers. The City and CMWD reserve the right to sue their insurers, including ISOP, for greater participation. The portion of the settlement paid by the CMWD -$11.3 million - will be paid from its operating and replacement reserves. The City and CMWD will seek reimbursement of the full amount of their defense and indemnity expenses, settlement funds and other losses related to litigation from their insurance carriers, including ISOP. If these funds cannot be received from the insurance carriers, it may result in increased water rates in the future. ### GLOBAL SETTLEMENT AGREEMENT AND ESCROW INSTRUCTIONS This Global Settlement Agreement ("Agreement") is made and entered into effective as of the date of the last signature on this Agreement by and between the "Settling Plaintiffs" defined below, the City of Carlsbad, Carlsbad Municipal Water District, and ISOP with reference to the recitals stated herein. I. DEFINITIONS The following definitions shall apply herein: Abatement Agreement. The term "Abatement Agreement" shall mean and refer to that certain Agreement Regarding Abatement of Earth Movement entered into on or about May 11, 2005, between the City and the HOA. City. The term "City" shall mean and refer to the City of Carlsbad. CMWD. The term "CMWD" shall mean and refer to the Carlsbad Municipal Water District. Close of Escrow. The term "Close of Escrow" shall mean and refer to the date upon which all conditions identified in Section 9.1 have been satisfied. Common Area. The term "Common Area" shall mean and refer to all commonly owned land and improvements at La Costa de Marbella. Condominium Units. The term "Condominium Units" shall mean and refer to the individually owned portion of the property, airspace and improvements that comprises each condominium at La Costa de Marbella, and also refers to the commonly owned structures that form the shell of the condominium. Destroyed Units. The term "Destroyed Units" collectively means and refers to the Condominium Units within La Costa de Marbella located at the following addresses: • 2405A La Costa Avenue; • 2405B La Costa Avenue; • 2405C La Costa Avenue; • 2405D La Costa Avenue; • 2407A La Costa Avenue; • 2407B La Costa Avenue; • 2407C La Costa Avenue; and js / PEC Page 1 of 136 settlement agreement.version07a.doc BAB / MM • 2407D La Costa Avenue. Destroyed Unit Owners. The term "Destroyed Unit Owners" collectively means and refers to the following plaintiffs that are the owners of the Destroyed Units: UNIT 2405A 2405B 2405C 2405D 2407A 2407B 2407C 2407D DESTROYED UNIT ROBERT A. WHITEHEAD AND THERESA OWNERS M. WHITEHEAD MARION M. ULDRICKS LAURIE LINDLEY C. SHERMAN SEVERIN ROBERT M. STRONG TROY KINTO AND JEFFREY WILSON ERIC SHIPPEN MICHAEL A. ROBINSON AND DENISE A.AUSTIN ROBINSON Escrow. The term "Escrow" shall mean and refer to an escrow at Chicago Title Company, Mission Valley Branch, located at 2365 Northside Drive, Suite 600, San Diego, California, 92108, with Joyce Gray serving as the escrow officer for the completion of the terms and provisions of this Agreement. Fire Hydrant Lateral. The term "Fire Hydrant Lateral" shall mean and refer to a portion of the underground water pipe system owned by CMWD at La Costa de Marbella, consisting of a six inch asbestos-cement pipe that ran from a gate valve tee connector on the system's water main to a fire hydrant located at or near the Condominium Unit located at 2407C La Costa Avenue. HOA. The term "HOA" shall mean and refer to the La Costa de Marbella Homeowners' Association. HOA Action. The term "HOA Action" shall mean and refer to a lawsuit filed on or about July 11, 2005, by the HOA against the City entitled La Costa de Marbella Homeowners' Association v. City of Carlsbad, San Diego County Superior Court Case No. GIC850408. ISOP. The term "ISOP" shall mean and refer to the Insurance Company of the State of Pennsylvania, the liability insurer for the City and CMWD pursuant to policy number 4204-1942 for the policy period from July 1, 2004 through July 1, 2005. Individual Plaintiffs. The term "Individual Plaintiffs" shall collectively mean and refer to the plaintiffs whose names and associated units are as follows: UNIT 240 IB 240 1C 2403A INDIVIDUAL PLAINTIFFS JOSEPH GORAK DAN KYLE AND ELIZABETH KYLE JASON R. LEWIS JS ./ PEC.Page 2 of 136 BAB settlement agreement .version07a.doc UNIT 2403B 2409A 2409B 2409D 241 1A 241 IB 2413A 2413B 2413C 2415B 2415C 2415F 2419A 2421 A 242 IB 2423B 2425A 2425C 2425E 2425F 2427A 2427B 2429B 2431 A 243 1C 243 ID 243 IE 243 IF 2433A 2433C 2433D INDIVIDUAL PLAINTIFFS STEVEN FIEDLER CLIFFORD WESTON BLASI AND DEVIKA BLASI MICHAEL GIBBS AND LARA GIBBS M. LAWRENCE KOPP SABIHE SEYED-TAVAKOLI LINDA P. TILLOTSON RYAN H. MOURITZEN AND STEPHEN A. NEVILLE ROBERT C. DIPLOCK KATHRYN M. BANNISTER AND CINDY K. BRODERDORF SHERRI E. BEHAR BETTY FLENNIKEN (AKA Betty Molnar) TODD L. BREEDING JOHN E. KENNEY AND YOLANDA P. KENNEY TERI L. ARENZ MICHELE P. CAIN TANIA NICHOLAS AND JODY NICHOLAS BUFORD GRAHAM WELLS JEFFREY ALBERT OLDHAM APRIL PARKS ATA HARARI ON BEHALF OF TORPAKAI HARARI SHARON F. KEITH VIRGINIA L. WALTERS CHRISTINE K. CHRYSSOVERGIS JEANNE R. BOSCO BONNIE M. ILIFF-STEINHAUER EVA DIAZ JEFF FOUDY AND TINA FOUDY JEANNE R. BOSCO MATTA AYOUB AND TERESA CECILIA AYOUB KEITH J. ANDERSON JEANNE R. BOSCO JS _/ PEC . BAB Page 3 of 136 _/MM_ settlement agreement .version07a.doc The term "Individual Plaintiffs" does not include the "Destroyed Unit Owners" as defined herein. La Costa de Marbella. The term "La Costa de Marbella" shall mean and refer to the condominium development located within the City of Carlsbad, County of San Diego, State of California at 2401A through 2433D La Costa Avenue, described as Lot 206, La Costa South Unit No. 3 per Map No. 6533, in the City of Carlsbad, County of San Diego, State of California. Landslide. The term "Landslide" shall mean and refer to past, present and future earth movement at La Costa de Marbella that was evidenced on or about March 2005 and is the subject of the Lawsuits as defined below. Lawsuits. The term "Lawsuits" shall mean and refer to the Lindley Action, the HOA Action, the Whitehead Action and the Uldricks Action, and to all and each of them. Lenders. The term "Lenders" shall mean and refer to the beneficiaries of recorded deeds of trust secured by the Destroyed Units, or the successors and assigns of such beneficiaries. When used in the singular, "Lender" shall mean and refer to a specific beneficiary of a deed of trust with respect to a specific Destroyed Unit as required by the context. Lindley Action. The term "Lindley Action" shall mean and refer to a lawsuit filed on or about June 28, 2005, by Laurie Lindley, Robert M. Strong, Jeffrey T. Wilson, Troy Kinto, Eric Shippen, Denise Austin and Michael Robinson against the HOA, the City, CMWD and others entitled Laurie Lindley, et al. v. La Costa de Marbella Homeowners Association, et al, San Diego County Superior Court Case No. GIC849880. Audrey Watson as guardian of the estate of C. Sherman Severin was subsequently added as a plaintiff. Mediation Agreement. The term "Mediation Agreement" shall mean and refer to that certain Mediation Agreement entered into on or about May 11, 2005, between the City and the HOA. Reinstatement Agreement. The term "Reinstatement Agreement" shall mean and refer to that certain Reinstatement Agreement entered into on or about July 22, 2005, between the City and the HOA. Required Repairs. The term "Required Repairs" shall mean and refer to the repairs that must be made by the HOA at La Costa de Marbella. The Required Repairs consist of the following portions of the Budget to Repair Estimate of Gliko Construction, Inc., dated April 11, 2007: Section A (Architectural Issues) subsection 1.0 (Building Repairs); Section B (Geotechnical Issues); Geotechnical Engineering Fees; Permits and Plan Check; and Relocation. The Required Repairs are to be funded by the settlement proceeds substantially in compliance with the plans of American Geotechnical, Inc. as ultimately approved and conditioned by the City. The referenced Budget to Repair Estimate and conceptual plans of American Geotechnical, Inc. are attached hereto as Attachment A. js / PEC Page 4 of 136 settlement agreement .version07a.doc BAB / MM Settling Plaintiffs. The term "Settling Plaintiffs" shall collectively mean and refer to each of the following Plaintiffs: the Destroyed Unit Owners, the HOA, and the Individual Plaintiffs. Storm Drain Settlement Agreement. The term "Storm Drain Settlement Agreement" shall mean and refer to that certain Settlement Agreement entered into on or about September 29, 2005, between the City and the HOA. Uldricks Action. The term "Uldricks Action" shall mean and refer to the lawsuit filed on or about March 15, 2006, by Marion Uldricks against the HOA, the City, CMWD and others entitled Marion Uldricks v. La Costa de Marbella Homeowners Association, et al, San Diego County Superior Court Case No. GIC862785. Water Main. The term "Water Main" shall mean and refer to the underground system of asbestos-cement water pipes and appurtenances owned by CMWD on the property of La Costa de Marbella. Water System. The term "Water System" shall mean and refer to the water mains, lateral, fire hydrants, connections and appurtenances at La Costa de Marbella that were dedicated to and owned by CMWD pursuant to an Offer & Acceptance of Water System Facilities dated October 20, 1976. The Water Main and Fire Hydrant Lateral are portions of the Water System. Whitehead Action. The term "Whitehead Action" shall mean and refer to the lawsuit filed on or about January 26, 2006 by Robert Whitehead, Cliff Blasi, Sherri Behar, Tania Nicholas, Teri Arenz, Michael Gibbs, Kathryn Bannister, Cindy Broderdorf, Joseph Gorak, Sabinhe Tavakoli, Robert Diplock, Daniel Kyle, April Parks, Jason Lewis, Steven Fiedler, Virginia Walters, Lawrence Kopp, Michele Cain, Stephen Neville, Sharon Keith, Ryan Mouritzen, Matta Ayoub, Buford Wells and Torpakai Harari against the City entitled Robert Whitehead, et al. v. City of Carlsbad, San Diego County Superior Court Case No. GIC860333. II. RECITALS A. The Landslide occurred at La Costa de Marbella, which has resulted in major damage and non-habitability of the Destroyed Units, damage to Common Area of La Costa de Marbella, damage to other Condominium Units, damage to a portion of the City's right of way on La Costa Avenue, damage to CMWD's Water System, financial loss to the HOA, real and personal property damages, attorneys fees, investigation and expert expenses, costs of suit, alleged emotional distress and alleged financial loss to the owners of the Condominium Units. The Landslide was detected on or about March 2005. B. On or before March 1, 2005, a water leak was reported to the City and/or CMWD at the Fire Hydrant Lateral. The Fire Hydrant Lateral was turned off on March 1, 2005, and was repaired on and after March 2, 2005. C. On or about March 11, 2005, at approximately 9:40 a.m., a water leak was reported to the City and/or CMWD at the Water Main. The Water Main was JS / PEC Page 5 of 136 settlement agreemcnt.version07a.doc BAB / MM turned off and was later turned back on by employees of the City/CMWD. At approximately 3:20 p.m. on March 11, 2005, a water leak at the Water Main was again reported to the City and/or CMWD. The Water Main was turned off again, and the Water Main was subsequently repaired. D. Also on or about March 11, 2005, the Landslide became known to the City and CMWD. On that date the City yellow-tagged each of the Destroyed Units. Each of the Destroyed Units was subsequently red-tagged as uninhabitable. The HOA demolished the Destroyed Units in approximately August 2006. E. The Settling Plaintiffs allege, and the City and CMWD deny, that the Water System at La Costa de Marbella was in a dangerous condition because pipes, couplings, o-rings, valves and other elements of the system were defectively and/or negligently designed, constructed, maintained, inspected, repaired, owned and operated, causing a water leak at the Fire Hydrant Lateral. The Settling Plaintiffs allege, and the City and CMWD deny, that the leak in the Fire Hydrant Lateral was a substantial factor in causing the Landslide and resulting damage to the Destroyed Units and to portions of the common area at La Costa de Marbella. The Settling Plaintiffs allege, and the City and CMWD deny, that the leak in the Water Main was a substantial factor in causing and/or worsening the Landslide and resulting damage to the Destroyed Units and to portions of the common area at La Costa de Marbella. F. The City and CMWD allege and the HOA denies that a private storm drain commonly owned by the HOA members and maintained by the HOA as a part of the Common Area ran through the middle of the area disturbed by the Landslide, that the storm drain was constructed out of corrugated metal pipe, that the storm drain was badly rusted and corroded and well past the end of its useful life, and that the storm drain was leaking water into the soil in the area of the Landslide. The City and CMWD allege, and the Settling Plaintiffs deny, that the HOA was negligent in failing to inspect, maintain, repair and/or replace the storm drain, and that such negligence was a substantial factor and/or a cause of the Landslide and resulting damages. G. On or about May 11, 2005, the City and the HOA entered into the Abatement Agreement, whereby it was agreed, among other things, that the City would perform certain landslide abatement work to stabilize the toe of the Landslide. H. Also on or about May 11, 2005, the City and the HOA entered into the Mediation Agreement whereby it was agreed, among other things, that the City would receive a credit for the cost of its work under the Abatement Agreement against any judgment that the HOA may obtain against the City with respect to the Landslide. I. The Settling Plaintiffs have filed the following tort claims against the City and/or CMWD for damages that they associate with the Landslide: Unit Claimant HOA Date of Claim 04/15/2005 07/01/2005 10/26/2006 Action by City/CMWD Denied 05/1 8/2005 Denied 07/1 8/2005 Untimely 11/30/2006 JS ./ PEC .Page 6 of 136 BAB _/MM_ settlement agreement.version07a.doc Unit 240 IB 240 1C 240 1C 2403A 2403B 2405A 2405A 2405B 2405C 2405D 2407A 2407B 2407B 2407C 2407D 2409A 2409A 2409B Claimant JOSEPH GORAK DAN KYLE DAN KYLE and ELIZABETH KYLE JASON R. LEWIS STEVEN FIEDLER ROBERT A. WHITEHEAD ROBERT A. WHITEHEAD and THERESA M. WHITEHEAD MARION M. ULDRICKS LAURIE LINDLEY AUDREY WATSON as guardian of the estate of C. SHERMAN SEVERIN ROBERT M. STRONG TROY KINTO JEFFREY WILSON ERIC SHIPPEN MICHAEL A. ROBINSON and DENISE A. AUSTIN CLIFFORD WESTON BLASI CLIFFORD WESTON BLASI and DEVIKA BLASI MICHAEL GIBBS and LARA GIBBS Date of Claim 07/11/2005 10/26/2006 07/11/2005 10/26/2006 07/11/2005 10/26/2006 07/11/2005 10/26/2006 04/05/2005 04/13/2005 07/11/2005 10/26/2006 09/09/2005 10/26/2006 05/19/2005 08/29/2005 05/19/2005 05/19/2005 05/19/2005 05/19/2005 04/20/2005 05/05/2005 07/11/2005 10/26/2006 08/10/2005 10/26/2006 Action by City/CMWD Denied 08/02/2005 Untimely 11/30/2006 Denied 08/02/2005 Untimely 11/30/2006 Denied 08/02/2005 Untimely 11/30/2006 Denied 08/02/2005 Untimely 11/30/2006 Denied 05/1 8/2005 Denied 08/02/2005 Untimely 11/30/2006 Denied 09/14/2005 Untimely 11/30/2006 Denied 05/25/2005 Denied 11/16/2005 Denied 05/25/2005 Denied 05/25/2005 Denied 05/25/2005 Denied 05/25/2005 Denied 05/26/2005 Denied 05/26/2005 Denied 08/02/2005 Untimely 11/30/2006 Denied 08/1 1/2005 Untimely 11/30/2006 JS__/ PEC .Page 7 of 136 BAB__/MM_ settlement agreement.version07a.doc Unit 2409D 2411 A 2411B 2413A 2413A 2413B 2413C 2415B 2415C 2415F 2419A 2421 A 242 IB 2423B 2423B 2425A 2425E 2425F 2427A Claimant M. LAWRENCE KOPP SABIHE SEYED-TAVAKOLI LINDA P. TILLOTSON RYAN H. MOURITZEN STEPHEN A. NEVILLE ROBERT C. DIPLOCK KATHRYN M. BANNISTER and CINDY K. BRODERDORF SHERRI E. BEHAR BETTY MOLNAR (aka Betty Flennlken) TODD L. BREEDING JOHN E. KENNEY and YOLANDA P. KENNEY TERI L. ARENZ MICHELE P. CAIN TANIA NICHOLAS TANIA NICHOLAS and JODY NICHOLAS BUFORD GRAHAM WELLS APRIL PARKS ATA HARARI on behalf of TORPAKAI HARARI SHARON F. KEITH Date of Claim 07/11/2005 10/26/2005 07/11/2005 10/26/2005 10/26/2006 07/11/2005 10/26/2005 07/11/2005 10/26/2005 07/11/2005 10/26/2005 07/11/2005 10/26/2005 07/11/2005 10/26/2005 10/26/2006 10/26/2006 10/26/2006 07/11/2005 10/26/2005 07/11/2005 10/26/2005 07/11/2005 10/26/2005 10/26/2005 07/11/2005 10/26/2005 10/26/2005 10/26/2005 Action by City/CMWD Denied 08/02/2005 Untimely 11/30/2006 Denied 08/02/2005 Untimely 11/30/2006 Untimely 11/30/2006 Denied 08/02/2005 Untimely 11/30/2006 Denied 08/02/2005 Untimely 11/30/2006 Denied 08/02/2005 Untimely 11/30/2006 Denied 08/02/2005 Untimely 11/30/2006 Denied 08/02/2005 Untimely 11/30/2006 Untimely 11/30/2006 Untimely 11/30/2006 Untimely 11/30/2006 Denied 08/02/2005 Untimely 11/30/2006 Denied 08/02/2005 Untimely 1 1/30/2006 Denied 08/02/2005 Untimely 11/30/2006 Untimely 11/30/2006 Denied 08/02/2005 Untimely 11/30/2006 Untimely 1 1 /30/2006 Untimely 11/30/2006 JS__/ PEC .Page 8 of 136 BAB__/ MM_ settlement agreement.version07a.doc Unit 2427B 2429B 2431 A 243 IF 2433D 243 1C 243 ID 243 IE 2433A 2433C Claimant VIRGINIA L. WALTERS CHRISTINE K. CHRYSSOVERGIS JEANNE R. BOSCO BONNIE M. ILIFF-STEINHAUER EVA DIAZ JEFF FOUDY and TINA FOUDY MATTA AYOUB and TERESA CECILIA AYOUB KEITH J. ANDERSON Date of Claim 07/11/2005 10/26/2005 10/26/2005 12/21/2006 10/26/2006 10/26/2006 10/26/2006 10/26/2006 10/26/2006 Action by City/CMWD Denied 08/02/2005 Untimely 11/30/2006 Untimely 11/30/2006 Untimely on 01/08/2007 Untimely 11/30/2006 Untimely 11/30/2006 Untimely 11/30/2006 Untimely 11/30/2006 Untimely 11/30/2006 J. The Settling Plaintiffs have filed the following lawsuits against the City and/or CMWD with respect to the Landslide: 1. On or about June 28, 2005, the Lindley Action, San Diego County Superior Court Case No. GIC849880, was filed. Plaintiffs amended their complaint on or about March 13, 2006, May 26, 2006 and November 11, 2006. The Third Amended Complaint filed on or about November 11, 2006 contained causes of Action for Inverse Condemnation, Abatement of Nuisance, Dangerous Condition of Property, Nuisance, Negligence and Declaratory Relief. The HOA denied the allegations of the Third Amended Complaint and alleged affirmative defenses in its answer filed on December 1, 2006. The City and CMWD answered the Third Amended Complaint on February 2, 2007, denying the material allegations thereof, and asserting affirmative defenses. 2. On or about July 11, 2005, the HOA Action, San Diego County Superior Court Case No. GIC850408, was filed. This lawsuit was consolidated with the Lindley Action on or about July 20, 2005, with the Lindley Action serving as the lead case. The HOA amended its complaint on or about July 7, 2006. On or about August 13, 2006, the HOA filed a Second Amended Complaint on behalf of itself and Plaintiffs Robert Whitehead, Cliff Blasi, Sherri Behar, Tania Nicholas, Ten Arenz, Michael Gibbs, Kathryn Bannister, Cindy Broderdorf, Joseph Gorak, Sabinhe Tavakoli, Robert Diplock, Daniel Kyle, April Parks, Jason Lewis, Steven Fiedler, Virginia Walters, M. Lawrence Kopp, Michele Cain, Stephen Neville, Sharon Keith, Ryan Mouritzen, Matta Ayoub, Buford Wells and Torpakai Harari, and adding Jody Nicholas, Teresa Whitehead, Devika Blasi, Teresa Ayoub, Elizabeth Henessy Kyle, Lara Gibbs, Eva Diaz, Bonnie Steinhauer, Jeff Foudy, Tina Foudy, Linda Tillotson, John E. JS__/ PEC Page 9 of 136 BAB _/MM_ settlement agreement .version07a.doc Kenney, Yolanda Kenney, Betty Molnar, Keith Anderson and Ata Harari (on behalf of Torpakai Harari) as plaintiffs. A Third Amended Complaint was filed on December 26, 2006, which included the aforementioned Plaintiffs, and added Todd Breeding, Jeff Oldham, Jeanne Basco [sic], and Chrtistine Chryssovergis as plaintiffs and CMWD as a defendant. The Third Amended Complaint alleged causes of action for Inverse Condemnation, Dangerous Condition of Public Property, Breach of Mandatory Duty, Continuing Nuisance and Negligence. The Third Amended Complaint added allegations of continuing earth movement at La Costa de Marbella, and of continuing damage as a result of that continuing earth movement The City and CMWD have demurred to the Third Amended Complaint, and have moved to strike portions of the Third Amended Complaint. Said Demurrer and Motion to Strike are pending and have not been ruled on by the Court. 3. On or about January 26, 2006, the Whitehead Action, San Diego County Superior Court Case No. G1C860333, was filed. This lawsuit was consolidated with the Lindley Action on May 5, 2005, with the Lindley Action serving as the lead case. The parties, claims and causes of actions asserted in the Whitehead Action were incorporated into the HOA Action in the Second Amended Complaint filed on August 14, 2006. 4. On or about March 15, 2006, the Uldricks Action San Diego County Superior Court Case No. GIC862785, was filed. This lawsuit was consolidated with the Lindley Action on May 5, 2005, with the Lindley Action serving as the lead case. The parties, claims and causes of actions asserted in the Uldricks Action were incorporated into the HOA Action in the Second Amended Complaint filed on August 14, 2006. 5. 'On or about February 2, 2007, the City and CMWD filed a Cross- Complaint in the Lindley Action against the HOA, asserting causes of action for declaratory relief with respect to the right of full or partial indemnity, negligence, and declaratory relief. The HOA has demurred to the Cross- Complaint, and has moved to strike portions of the Cross-Complaint. The HOA's Demurrer and Motion to Strike are pending and have not been ruled on by the Court. K. In the above-described tort claims and lawsuits, the Settling Plaintiffs alleged damages including, without limitation, physical damage to buildings, Condominium Units, Common Area, driveways, roads, slopes, soils, pipes, drainage, landscaping, pool, concrete, retaining walls, and utilities; loss of use; diminution in value; past and future loss of member dues; personal property damages; emotional distress; personal injuries; credit score loss; financial loss; attorney's fees; engineering and investigative costs; and costs of suit. L. The HOA contends, and has represented to the Court in various proceedings, that it filed its action on behalf of itself and each of its members, and that it has authority to represent the interests of each of its members by virtue of Civil Code §§ 1368.3 et seq. On October 20, 2006, the Court denied the motion of the City and CMWD to join as parties to the litigation all homeowners at La Costa de Marbella. js / PEC Page 10 of 136 settlement agreement.version07a.doc BAB / MM The Court's denial was based, in part, upon the HOA's standing to assert the claims in this lawsuit on behalf of its members. M. In filing the HOA Action, the HOA alleged that the City had breached the terms of the Mediation Agreement and Abatement Agreement, and sought to have those agreements set aside. On or about July 22, 2005, the City and the HOA entered into the Reinstatement Agreement, which, among other things, reinstated the Abatement Agreement and the Mediation Agreement. N. On or about September 29, 2005 the HOA and the City entered into the Storm Drain Settlement Agreement, settling an unrelated lawsuit entitled La Costa de Marbella Homeowners' Association v. City of Carlsbad, San Diego County Superior Court Case No. GIC 822967. Under the terms of the Storm Drain Settlement Agreement, a final payment of $50,000 remains to be paid by the City to the HOA. O. The parties understand and agree that the execution of this Agreement constitutes a compromise of disputed claims involving legal and factual questions and is not to be construed as an admission of liability by any party. It is the desire and intention of the parties to effect a final settlement and resolution of all existing disputes and claims, regardless of their nature, including without limitation such disputes and claims arising out of the Landslide, the Lawsuits and other matters set forth in the Recitals, except as expressly provided herein. P. Settling Plaintiffs acknowledge that this is a global settlement, and that the City and CMWD would not agree to the settlement without Settling Plaintiffs obtaining the agreement from each of the homeowners at La Costa de Marbella, including each homeowner that is not a party to any of the Lawsuits referenced herein, to release the City and CMWD from any liability for all claims that they possess or may possess in connection with or arising out of the Landslide, Lawsuits and other matters set forth in the Recitals. III. AGREEMENT NOW THEREFORE, for valuable consideration, the parties do hereby agree as follows: 1. SETTLEMENT BETWEEN THE CITY/CMWD AND THE DESTROYED UNIT OWNERS 1.1. On or before the later of (a) June 15, 2007 or (b) five business days after notice from Escrow that all conditions have been met for Close of Escrow other than the deposit of funds, the total sum of Six Million Nine Hundred Ninety Thousand Two Hundred Seventy-Nine Dollars ($6,990,279.00) shall be deposited into Escrow by or on behalf of the City and/or CMWD for the benefit of the Destroyed Unit Owners. This payment shall come from the following sources: 1.1.1. The sum of $6,055,279.00 shall be deposited into Escrow by the City/CMWD; and js / PEC Page 11 of 136 settlement agreement .version07a.doc BAB / MM 1.1.2. The sum of $935,000.00 shall be deposited into Escrow by ISOP on behalf of the City and CMWD. 1.2.This payment of $6,990,279.00 (referred to herein as "Settlement Fund No. 1") constitutes compensation for all general and special damages sustained or alleged to be sustained by the Destroyed Unit Owners including, without limitation, the loss in fair market value of the Destroyed Units; prejudgment interest on the loss of fair market value of the Destroyed Units; emotional distress and/or personal injury suffered by the owners of the Destroyed Units; alternative living expenses incurred by the owners of the Destroyed Units; loss of use of the Destroyed Units; damage to credit scores suffered by the owners of the Destroyed Units; and attorney's fees and litigation costs incurred by the owners of the Destroyed Units. 1.3.Upon Close of Escrow, Escrow shall perform the following with respect to Settlement Fund No. 1: 1.3.1. Escrow shall pay the payoff amounts stated in each of the Lender Releases, as follows: 1.3.1.1. Escrow shall pay to Union Bank of California or its assigns, upon receipt of a full reconveyance in recordable form of its deed of trust secured by 2405A La Costa Avenue and receipt of an executed Lender's Release in the form attached hereto as Attachment B, the sum stated in the Lender's Release to satisfy its lien secured by the property; 1.3.1.2. Escrow shall pay to National City Bank or its assigns, upon receipt of a full reconveyance in recordable form of its deed of trust secured by 2405A La Costa Avenue and receipt of an executed Lender's Release in the form attached hereto as Attachment B, the sum stated in the Lender's Release to satisfy its lien secured by the property; and 1.3.1.3. Escrow shall pay to 1AF Pension Investments, LP or its assigns, upon receipt of a full reconveyance in recordable form of its deed of trust secured by 2405B La Costa Avenue and receipt of an executed Lender's Release in the form attached hereto as Attachment B, the sum stated in the Lender's Release to satisfy its lien secured by the property; 1.3.1.4. Escrow shall pay to Thomas Ann, the assignee of record of Emvest Mortgage Fund LLC, or his assigns, upon receipt of a full reconveyance in recordable form of its deed of trust secured by 2405B La Costa Avenue and receipt of an executed Lender's Release in the form attached hereto as Attachment B, the sum stated in the Lender's Release to satisfy its lien secured by the property; and 1.3.1.5. Escrow shall pay to Bank of America or its assigns, upon receipt of a full reconveyance in recordable form of its three (3) deeds of trust js / PEC Page 12 of 136 settlement agreement.version07a.doc BAB / MM secured by 2405C La Costa Avenue and receipt of an executed Lender's Release in the form attached hereto as Attachment B, the sum stated in the Lender's Release to satisfy its lien secured by the property; and 1.3.1.6. Escrow shall pay to Mortgage Electronic Registration Systems, Inc. or its assigns, upon receipt of a full reconveyance in recordable form of its deed of trust secured by 2405D La Costa Avenue and receipt of an executed Lender's Release in the form attached hereto as Attachment B, the sum stated in the Lender's Release to satisfy its lien secured by the property; and 1.3.1.7. Escrow shall pay to Washington Mutual Bank or its assigns, upon receipt of a full reconveyance in recordable form of its three (3) deeds of trust secured by 2407A La Costa Avenue and receipt of an executed Lender's Release in the form attached hereto as Attachment B, the sum stated in the Lender's Release to satisfy its lien secured by the property; and 1.3.1.8. Escrow shall pay to North Island Federal Credit Union or its assigns, upon receipt of a full reconveyance in recordable form of its deed of trust secured by 2407B La Costa Avenue and receipt of an executed Lender's Release in the form attached hereto as Attachment B, the sum stated in the Lender's Release to satisfy its lien secured by the property; 1.3.1.9. Escrow shall pay to National City Bank or its assigns, upon receipt of a full reconveyance in recordable form of its deed of trust secured by 2407B La Costa Avenue and receipt of an executed Lender's Release in the form attached hereto as Attachment B, the sum stated in the Lender's Release to satisfy its lien secured by the property; and 1.3.1.10. Escrow shall pay to Mortgage Electronic Registration Systems, Inc. or its assigns, upon receipt of a full reconveyance in recordable form of its deed of trust secured by 2407C La Costa Avenue and receipt of an executed Lender's Release in the form attached hereto as Attachment B, the sum stated in the Lender's Release to satisfy its lien secured by the property; 1.3.1.11. Escrow shall pay to Navy Federal Credit Union or its assigns, upon receipt of a full reconveyance in recordable form of its deed of trust secured by 2407C La Costa Avenue and receipt of an executed Lender's Release in the form attached hereto as Attachment B, the sum stated in the Lender's Release to satisfy its lien secured by the property; and 1.3.1.12. Escrow shall pay to GMAC Mortgage Corporation or its assigns, upon receipt of a full reconveyance in recordable form of its two (2) deeds of trust secured by 2407D La Costa Avenue and receipt of an js / PEC Page 13 of 136 settlement agreement.verston07a.doc BAB / MM executed Lender's Release in the form attached hereto as Attachment B, the sum stated in the Lender's Release to satisfy its lien secured by the property; and 1.3.2. Escrow shall wire transfer the total sum of $3,600,000.00 to the client trust account of Schroeder & Associates for the benefit of Laurie Lindley, Audrey Watson as guardian of the estate of C. Sherman Severin, Robert M. Strong, Troy Kinto, Jeffrey Wilson, Eric Shippen, Michael A. Robinson and Denise Austin Robinson; 1.3.3. Escrow shall wire transfer the total sum of $1,200,000.00 to the client trust account of the Law Offices of Patrick E. Catalano for the benefit of Robert A. Whitehead, Theresa M. Whitehead, and Marion M. Uldricks; and 1.3.4. After paying all sums required to satisfy Sections 1.3.1 (including subsections 1 through 12), 1.3.2 and 1.3.3, Escrow shall wire transfer all remaining funds from Settlement Fund No. 1 to the HOA. 1.4.The Destroyed Unit Owners agree to perform the following: 1.4.1. Robert A. Whitehead, Jr. and Theresa M. Whitehead shall: 1.4.1.1. Execute and deposit into Escrow a quitclaim deed in recordable form which quitclaims to the HOA all of their right, title and interest in their Condominium Unit at 2405A La Costa Avenue; 1.4.1.2. Obtain and cause to be deposited into Escrow full reconveyances in recordable form of the following liens secured by their Condominium Unit at 2405A La Costa Avenue: 1.4.1.2.1. The deed of trust dated June 1, 2004 in favor of Union Bank of California, N.A., recorded on June 8, 2004 as Document No. 2004-0534399; and 1.4.1.2.2. The deed of trust dated May 28, 2004 in favor of National City Bank, recorded on June 8, 2004 as Document No. 2004- 0534400. 1.4.1.3. Obtain and cause to be deposited into Escrow signed Lender Releases from Union Bank of California and National City Bank or their successors and assigns, in favor of the City, CMWD, ISOP and the HOA in the form attached to this Agreement as Attachment B. 1.4.2. Marion M. Uldricks shall: 1.4.2.1. Execute and deposit into Escrow a quitclaim deed in recordable form which quitclaims to the HOA all of her right, title and interest in the condominium unit at 2405B La Costa Avenue; js /PEC Page 14 of 136 settlement agreement.verslon07a.doc BAB / MM 1.4.2.2. Obtain and cause to be deposited into Escrow full reconveyances in recordable form of the following liens secured by the Condominium Unit at 2405B La Costa Avenue 1.4.2.2.1. The deed of trust dated June 24, 2003 in favor of IAF Pension Investments, LP, recorded on July 2, 2003 as Document No. 2003-0791107; and 1.4.2.2.2. The deed of trust dated February 18, 2004 in favor of Emvest Mortgage Fund, LLC, recorded on March 2, 2004 as Document No. 2004-0169659, the beneficial interest of which was assigned to Thomas Ahn per assignment recorded on March 12, 2004 as Document No. 2004-0207612. 1.4.2.3. Obtain and cause to be deposited into Escrow signed Lender Releases from IAF Pension Investments, LP, and Emvest Mortgage Fund LLC or their successors and assigns, in favor of the City, CMWD, ISOP and the HOA in the form attached to this Agreement as Attachment B. 1.4.3. Laurie Lindley shall: 1.4.3.1. Execute and deposit into Escrow a quitclaim deed in recordable form which quitclaims to the HOA all of her right, title and interest in the condominium unit at 2405C La Costa Avenue; 1.4.3.2. Obtain and cause to be deposited into Escrow full reconveyances in recordable form of the following liens secured by the Condominium Unit at 2405C La Costa Avenue: 1.4.3.2.1. The deed of trust dated July 1, 2003 in favor of Bank of America, N.A., recorded on July 9, 2003 as Document No. 2003- 0816617; 1.4.3.2.2. The deed of trust dated July 1, 2003 in favor of Bank of America, N.A., recorded on July 9, 2003 as Document No. 2003- 0816618; and 1.4.3.2.3. The deed of trust dated January 31, 2005 in favor of Bank of America, N.A., recorded on March 10, 2006 as Document No. 2006-0198902. 1.4.3.3. Obtain and cause to be deposited into Escrow signed Lender Releases from Bank of America or its successors and assigns, in favor of the City, CMWD, ISOP and the HOA in the form attached to this Agreement as Attachment B. 1.4.4. Audrey Watson, as guardian of the estate of C. Sherman Severin, shall: js / PEC Page 15 of 136 settlement agreement.version07a.doc BAB / MM 1.4.4.1. Execute and deposit into Escrow a quitclaim deed in recordable form which quitclaims to the HOA all of C. Sherman Severin's right, title and interest in the condominium unit at 2405D La Costa Avenue; 1.4.4.2. Obtain and cause to be deposited into Escrow a full reconveyance in recordable form of the following lien secured by the Condominium Unit at 2405D La Costa Avenue: 1.4.4.2.1. The deed of trust dated August 26, 2004 in favor of Mortgage Electronic Registration Systems, Inc., recorded on August 31, 2004 as Document No. 2004-0831296. 1.4.4.3. Obtain and cause to be deposited into Escrow signed Lender Releases from Mortgage Electronic Registration Systems, Inc. or its successors and assigns, in favor of the City, CMWD, ISOP and the HOA in the form attached to this Agreement as Attachment B; and 1A A A. Obtain and deposit into Escrow a certified copy of an order from the probate court in the State of Washington overseeing the affairs of C. Sherman Severin approving this settlement. 1.4.5. Robert M. Strong shall: 1.4.5.1. Execute and deposit into Escrow a quitclaim deed in recordable form which quitclaims to the HOA all of his right, title and interest in the condominium unit at 2407A La Costa Avenue; 1.4.5.2. Obtain and cause to be deposited into Escrow full reconveyances in recordable form of the following liens secured by the Condominium Unit at 2407A La Costa Avenue 1.4.5.2.1. The deed of trust dated March 3, 2001 in favor of Washington Mutual Bank, FA, recorded on March 8, 2001 as Document No. 2001-0132756; 1.4.5.2.2. The deed of trust dated October 2, 2002 in favor of Washington Mutual Bank, FA, recorded on October 8, 2002 as Document No. 2002-0868778; and 1.4.5.2.3. The deed of trust dated October 24, 2003 in favor of Washington Mutual Bank, FA, recorded on October 30, 2003 as Document No. 2003-1317877. 1.4.5.3. Obtain and cause to be deposited into Escrow signed Lender Releases from Washington Mutual Bank or its successors and assigns, in favor of the City, CMWD, ISOP and the HOA in the form attached to this Agreement as Attachment B. 1.4.6. Troy Kinto and Jeffrey Wilson shall: js / PEC Page 16 of 136 settlement agreement.version07a.doc BAB / MM 1.4.6.1. Execute and deposit into Escrow a quitclaim deed in recordable form which quitclaims to the HOA all of their right, title and interest in their condominium unit, 2407B La Costa Avenue; 1.4.6.2. Obtain and cause to be deposited into Escrow full reconveyances in recordable form of the following liens secured by the Condominium Unit at 2407B La Costa Avenue: 1.4.6.2.1. The deed of trust dated April 6, 2004 in favor of North Island Federal Credit Union, recorded April 13, 2004 as Document No. 2004-0316501; and 1.4.6.2.2. The deed of trust dated April 5, 2004 in favor of National City Bank; recorded on April 13, 2004 as Document No. 2004- 0316502. 1.4.6.3. Obtain and cause to be deposited into Escrow signed Lender Releases from North Island Federal Credit Union and National City Bank or their successors and assigns, in favor of the City, CMWD, ISOP and the HOA in the form attached to this Agreement as Attachment B. 1.4.7. Eric Shippen shall: 1.4.7.1. Execute and deposit into Escrow a quitclaim deed in recordable form which quitclaims to the HOA all of his right, title and interest in the Condominium Unit at 2407C La Costa Avenue; 1.4.7.2. Obtain and cause to be deposited into Escrow full reconveyances in recordable form of the following liens secured by the Condominium Unit at 2407C La Costa Avenue: 1.4.7.2.1. The deed of trust dated June 18, 2003 in favor of Mortgage Electronic Registration Systems, Inc., recorded on July 1, 2003 as Document No. 2003-0784597; and 1.4.7.2.2. The deed of trust dated November 16, 2001 in favor of Navy Federal Credit Union, recorded on July 2, 2003 as Document No. 2003-0788604. 1.4.7.3. Obtain and cause to be deposited into Escrow signed Lender Releases from Mortgage Electronic Registration Systems, Inc., and Navy Federal Credit Union or their successors and assigns, in favor of the City, CMWD, ISOP and the HOA in the form attached to this Agreement as Attachment B. 1.4.8. Michael A. Robinson and Denise A. Robinson shall: 1.4.8.1. Execute and deposit into Escrow a quitclaim deed in recordable form which quitclaims to the HOA all of their right, title and interest in their Condominium Unit at 2407D La Costa Avenue; js / PEC Page 17 of 136 settlement agreement.verslon07a.doc BAB / MM 1.4.8.2. Obtain and cause to be deposited into Escrow a full reconveyance in recordable form of the following liens secured by the Condominium Unit at 2407D La Costa Avenue: 1.4.8.2.1. The deed of trust dated June 2, 2004 in favor of GMAC Mortgage Corporation, recorded on July 19, 2004 as Document No. 2004-0670590; and 1.4.8.2.2. The deed of trust dated December 29, 2004 in favor of GMAC Mortgage Corporation, recorded on January 5, 2005 as Document No. 2005-0009019. 1.4.8.3. Obtain and cause to be deposited into Escrow signed Lender Releases from GMAC Mortgage Corporation or its successors and assigns, in favor of the City, CMWD, ISOP and the HOA in the form attached to this Agreement as Attachment B. 2. SETTLEMENT BETWEEN THE CITY/CMWD AND THE HOA/INDIVIDUAL PLAINTIFFS 2.1. On or before the later of (a) June 15, 2007 or (b) five business days after notice from Escrow that all conditions have been met for Close of Escrow other than the deposit of funds, the total sum of Five Million Five Hundred Nine Thousand Seven Hundred Twenty One Dollars ($5,509,721.00) shall be deposited into Escrow by or on behalf of the City and CMWD for the benefit of the HOA, its members, and the Individual Plaintiffs. (This payment of $5,509,721.00 plus the payment of $50,000.00 pursuant to Section 2.3.1 is referred to herein as "Settlement Fund No. 2.") This payment shall come from the following sources: 2.1.1. The sum of $5,179,721.00 shall be deposited into Escrow by the City/CMWD; and 2.1.2. The sum of $330,000.00 shall be deposited into Escrow by ISOP on behalf of the City and CMWD. 2.2.This total payment of $5,509,721.00 constitutes compensation for all general and special damages sustained or alleged to be sustained by the HOA, owners of Condominium Units other than the Destroyed Unit Owners, and the Individual Plaintiffs, including, without limitation, damage to buildings adjacent to the Landslide (2403A-C and 2409A-D); damage to remaining buildings other than the buildings adjacent to the Landslide and the Destroyed Units; damage to other Common Area land and improvements including without limitation roadways, driveways, slopes, irrigation systems, drainage systems, landscaping, pool, concrete, retaining walls, soils, pipes, and utilities; the diminution in value of the condominium project including all Condominium Units other than the Destroyed Units; emotional distress and/or personal injury suffered by the Individual Plaintiffs; emotional distress and/or personal injury suffered by owners of the Condominium Units that are not plaintiffs in any of the Lawsuits; unpaid association dues from the date of the Landslide to the date of this Agreement; future loss of association dues; and js / PEC Page 18 of 136 settlement agreement.version07a.doc BAB / MM reasonable attorney's fees and costs incurred by the HOA and Individual Plaintiffs in pursuing their inverse condemnation claims. 2.3.The following shall occur with respect to the Storm Drain Settlement Agreement: 2.3.1. On or before the later of (a) June 15, 2007 or (b) five business days after notice from Escrow that all conditions have been met for Close of Escrow other than the deposit of funds, the City shall deposit into Escrow the remaining payment of Fifty Thousand Dollars ($50,000.00) due to the HOA under the terms of the Storm Drain Settlement Agreement. 2.3.2. The HOA shall deposit into Escrow an executed request for dismissal on the appropriate court form, dismissing with prejudice the lawsuit entitled La Costa de Marbella Homeowners' Association v. City of Carlsbad, San Diego County Superior Court Case No. GIG 822967. 2.4. On or before the later of (a) June 15, 2007 or (b) five business days after notice from Escrow that all conditions have been met for Close of Escrow other than the deposit of funds, the HOA shall deposit into Escrow the sum of Fifty Thousand Dollars ($50,000.00) in settlement of the Cross-Complaint filed by the City and CMWD against the HOA in the Lindley Action. 2.5.The City hereby waives any credit or recovery against the HOA to which the City may be entitled under the terms of the Mediation Agreement, Abatement Agreement, Reinstatement Agreement, and/or Storm Drain Settlement Agreement. 2.6.The HOA shall cause to be deposited into Escrow the following: 2.6.1. An Attorney Lien Release in the form attached hereto as Attachment C, signed by William H. Naumann of the law firm of Naumann, Levine and Sildorf; and 2.6.2. An Attorney Lien Release in the form attached hereto as Attachment D, signed by Thomas V. Girardi of the law firm of Girardi & Keese. 2.7. Upon Close of Escrow, Escrow shall perform the following with respect to Settlement Fund No. 2: 2.7.1. Escrow shall pay the sum of $2,200,000.00 in full compensation for all attorney's fees and costs incurred on behalf of the HOA and the Individual Plaintiffs (other than the Destroyed Unit Owners), as follows: 2.7.1.1. Escrow shall pay the lien for attorney's fees and costs asserted by William H. Naumann of the law firm of Naumann, Levine & Silldorf, LLP, the former attorney for the HOA, which amount shall be agreed upon between the HOA and William H. Naumann and stated in the executed Attorney Lien Release (Attachment C) deposited into Escrow; js / PEC Page 19 of 136 settlement agreement.version07a.doc BAB / MM 2.7.1.2. Escrow shall pay the lien for attorney's fees and costs asserted by Thomas V. Girardi of the law firm of Girardi & Keese, the former attorney for the HOA, which amount shall be agreed upon between the HOA and Thomas V. Girardi and stated in the executed Attorney Lien Release (Attachment D) deposited into Escrow; and 2.7.1.3. Escrow shall wire transfer the balance to the Law Offices of Patrick E. Catalano in payment for his attorney's fees and costs. 2.7.2. Escrow shall pay the total sum of $1,000,000.00 to the record owners of the Condominium Units other than the Destroyed Unit Owners, as follows: 2.7.2.1. The sum of $20,000.00 shall be paid to Richard A. Jaramillo, the record owner of the condominium unit located at 2401A La Costa Avenue; 2.7.2.2. The sum of $20,000.00 shall be paid to Joseph Gorak, Trustee of the Joseph Gorak Trust DTD 10/7/2003, the record owner of the condominium unit located at 240IB La Costa Avenue; 2.7.2.3. The sum of $20,000.00 shall be paid to Dan Kyle and Elizabeth Kyle, the record owners of the condominium unit located at 2401C La Costa Avenue; 2.7.2.4. The sum of $20,000.00 shall be paid to Sarah Slagter, Robert Slagter and Ria Slagter the record owners of the condominium unit located at 240ID La Costa Avenue; 2.7.2.5. The sum of $20,000.00 shall be paid to Jason R. Lewis, the record owner of the condominium unit located at 2403A La Costa Avenue; 2.7.2.6. The sum of $20,000.00 shall be paid to Steven Fiedler and Amanda Quintenz-Fiedler, the record owners of the condominium unit located at 2403B La Costa Avenue; 2.7.2.7. The sum of $20,000.00 shall be paid to William T. Lewis As Trustee, Or Any Successor Trustees, Under The William T. & Jenell Lewis Family Decedent's Trust, DTD 1/27/1981, the record owner of the condominium unit located at 2403C La Costa Avenue; 2.7.2.8. The sum of $20,000.00 shall be paid to Clifford Weston Blasi and Devika Blasi, the record owners of the condominium unit located at 2409A La Costa Avenue; 2.7.2.9. The sum of $20,000.00 shall be paid to Michael Gibbs and Lara Gibbs, the record owners of the condominium unit located at 2409B La Costa Avenue; 2.7.2.10. The sum of $20,000.00 shall be paid to Maureen P. Tracy, Trustee Of That Certain Declaration Of Trust Dated May 20, 1987, the record owner of the condominium unit located at 2409C La Costa Avenue; js / PEC Page 20 of 136 settlement agreement.version07a.doc BAB / MM 2.7.2.11. The sum of $20,000.00 shall be paid to M. Lawrence Kopp And Elyse T. Coleman, the record owners of the condominium unit located at 2409D La Costa Avenue; 2.7.2.12. The sum of $20,000.00 shall be paid to Sabihe Seyed-Tavakoli, the record owner of the condominium unit located at 2411A La Costa Avenue; 2.7.2.13. The sum of $20,000.00 shall be paid to Linda P. Tillotson, the record owner of the condominium unit located at 241 IB La Costa Avenue; 2.7.2.14. The sum of $20,000.00 shall be paid to Kristina Marie Pfeifer, the record owner of the condominium unit located at 2411C La Costa Avenue; 2.7.2.15. The sum of $20,000.00 shall be paid to Ryan H. Mouritzen and Stephen A. Neville, the record owners of the condominium unit located at 2413A La Costa Avenue; 2.7.2.16. The sum of $20,000.00 shall be paid to Robert C. Diplock, the record owner of the condominium unit located at 2413B La Costa Avenue; 2.7.2.17. The sum of $20,000.00 shall be paid to Kathryn M. Bannister and Cindy K. Broderdorf, the record owner of the condominium unit located at 2413C La Costa Avenue; 2.7.2.18. The sum of $20,000.00 shall be paid to Ebrahim Hosseini and Fariba Hosseini, the record owners of the condominium unit located at 2415ALa Costa Avenue; 2.7.2.19. The sum of $20,000.00 shall be paid to Sherri E. Behar, the record owner of the condominium unit located at 2415B La Costa Avenue; 2.7.2.20. The sum of $20,000.00 shall be paid to Betty Flenniken (aka Betty Molnar), the record owner of the condominium unit located at 2415C La Costa Avenue; 2.7.2.21. The sum of $20,000.00 shall be paid to Diana Gavin Hamack, the record owner of the condominium unit located at 2415D La Costa Avenue; 2.7.2.22. The sum of $20,000.00 shall be paid to Navada M. Maize Bennett, the record owner of the condominium unit located at 2415E La Costa Avenue; 2.7.2.23. The sum of $20,000.00 shall be paid to Todd L. Breeding, the record owner of the condominium unit located at 2415F La Costa Avenue; js / PEC Page 21 of 136 settlement agreement.version07a.doc BAB / MM 2.7.2.24. The sum of $20,000.00 shall be paid to John E. Kenney and Yolanda P. Kenney, the record owners of the condominium unit located at 2419A La Costa Avenue; 2.7.2.25. The sum of $20,000.00 shall be paid to W1R Holdings, L.L.C., the record owner of the condominium unit located at 2419B La Costa Avenue; 2.7.2.26. The sum of $20,000.00 shall be paid to Teri L. Arenz, the record owner of the condominium unit located at 2421A La Costa Avenue; 2.7.2.27. The sum of $20,000.00 shall be paid to Michele P. Cain Family Trust, Michele P. Cain As Trustee, Under Declaration Of Trust DTD 8/10/2006, the record owner of the condominium unit located at 242IB La Costa Avenue; 2.7.2.28. The sum of $20,000.00 shall be paid to Lee I. Jurewitz, the record owner of the condominium unit located at 2421C La Costa Avenue; 2.7.2.29. The sum of $20,000.00 shall be paid to Andrew Jackson Peach And Christopher D. Peach, the record owner of the condominium unit located at 2423A La Costa Avenue; 2.7.2.30. The sum of $20,000.00 shall be paid to Tania Nicholas and Jody Nicholas, the record owners of the condominium unit located at 2423B La Costa Avenue; 2.7.2.31. The sum of $20,000.00 shall be paid to Buford Graham Wells, the record owner of the condominium unit located at 2425A La Costa Avenue; 2.7.2.32. The sum of $20,000.00 shall be paid to Savo Ukropina and Frances Ukropina, the record owners of the condominium unit located at 2425B La Costa Avenue; 2.7.2.33. The sum of $20,000.00 shall be paid to Ruth Rene Oldham and Jeffrey Albert Oldham, the record owners of the condominium unit located at 2425C La Costa Avenue; 2.7.2.34. The sum of $20,000.00 shall be paid to Philip Edward Huddy and Sheila Elizabeth Lyle Huddy, the record owners of the condominium unit located at 2425D La Costa Avenue; 2.7.2.35. The sum of $20,000.00 shall be paid to April Parks, the record owner of the condominium unit located at 2425E La Costa Avenue; 2.7.2.36. The sum of $20,000.00 shall be paid to Torpakai Harari, the record owner of the condominium unit located at 2425F La Costa Avenue; js / PEC Page 22 of 136 settlement agreement .version07a.doc BAB / MM 2.7.2.37. The sum of $20,000.00 shall be paid to Sharon F. Keith, Or Her Successor(S), As Trustee Of The Sharon F. Keith Trust DTD 8/29/1988, the record owner of the condominium unit located at 2427A La Costa Avenue; 2.7.2.38. The sum of $20,000.00 shall be paid to Virginia L. Walters, the record owner of the condominium unit located at 2427B La Costa Avenue; 2.7.2.39. The sum of $20,000.00 shall be paid to Michael R. Heyer and Cheryll A. F. Heyer, the record owners of the condominium unit located at 2429A La Costa Avenue; 2.7.2.40. The sum of $20,000.00 shall be paid to Christine K. Chryssovergis, Trustee Or Her Successors In Trust, Under The Christine K. Chryssovergis Revocable Trust DTD 4/4/2006, the record owner of the condominium unit located at 2429B La Costa Avenue; 2.7.2.41. The sum of $20,000.00 shall be paid to Joseph Bosco, Jr. and Jeanne R. Bosco, Trustees Of The Bosco Family Trust, Initially Created 6/11/1998, the record owners of the condominium unit located at 2431A La Costa Avenue; 2.7.2.42. The sum of $20,000.00 shall be paid to Susan Shojaee, the record owner of the condominium unit located at 243 IB La Costa Avenue; 2.7.2.43. The sum of $20,000.00 shall be paid to Bonnie M. Iliff-Steinhauer, the record owner of the condominium unit located at 2431C La Costa Avenue; 2.7.2.44. The sum of $20,000.00 shall be paid to Eva Diaz, the record owner of the condominium unit located at 243ID La Costa Avenue; 2.7.2.45. The sum of $20,000.00 shall be paid to Jeff Foudy and Tina Foudy, the record owners of the condominium unit located at 243 IE La Costa Avenue; 2.7.2.46. The sum of $20,000.00 shall be paid to Joseph Bosco, Jr. and Jeanne R. Bosco, Trustees Of The Bosco Family Trust, Initially Created 6/11/1998, the record owners of the condominium unit located at 243IF La Costa Avenue; 2.7.2.47. The sum of $20,000.00 shall be paid to Matta Ayoub and Teresa Cecilia Ayoub, the record owners of the condominium unit located at 2433A La Costa Avenue; 2.7.2.48. The sum of $20,000.00 shall be paid to John J. Brown and Jean R. Brown, Trustees Of Brown Trust dated 11/8/1990, the record owners of the condominium unit located at 2433B La Costa Avenue; js / PEC Page 23 of 136 settlement agreement.version07a.doc BAB / MM 2.7.2.49. The sum of $20,000.00 shall be paid to Keith J. Anderson, the record owner of the condominium unit located at 2433C La Costa Avenue; and 2.7.2.50. The sum of $20,000.00 shall be paid to Joseph Bosco, Jr. and Jeanne R. Bosco, Trustees of the Bosco Family Trust, Initially Created 6/11/1998, the record owners of the condominium unit located at 2433D La Costa Avenue. 2.7.3. Escrow shall pay the sum of $2,382,130.00 to Dixieline Builders Fund Control, Inc., who shall act as the fund control officer for payment for the completion of the Required Repairs, by Dixieline's Fund Control Agreement substantially conforming to the form agreement attached hereto as Exhibit "G". By agreement signed by counsel for the HOA and counsel for the City and deposited into Escrow, the parties may substitute another qualified third-party fund control officer in the place of Dixieline Builders Fund Control, Inc. It is the intent of the parties that the fund control officer shall hold the funds in an interest bearing account, with interest thereon to benefit the HOA. 2.7.3.1. The amount paid to fund control is intended to fund the following portions of the April 11, 2007 Budget to Repair Estimate contained in Exhibit "A": 2.7.3.1.1. Section A, subsection 1.0 - Building Repairs: $190,534.00; 2.7.3.1.2. Section B - Geotechnical Issues: $1,961,753.00; 2.7.3.1.3. Geotechnical Engineering Fees: $156,940.00; 2.7.3.1.4. Permits and Plan Check: $12,468.00; and 2.7.3.1.5. Relocation: $60,435.00. 2.7.3.2. From the funds paid pursuant to this Section 2.7.3, the fund control officer shall pay invoices submitted by the HOA for costs of performing the Required Repairs, provided each invoice is certified in writing by the HOA, its contractor and its engineer of record that: 2.7.3.2.1. The charges in the invoice were actually incurred for making the Required Repairs; 2.7.3.2.2. The services, work and/or materials reflected in the invoice have been performed or delivered; and 2.7.3.2.3. The fund control officer receives an appropriate lien release for the services, work and/or materials reflected in the invoice. 2.7.3.3. The fund control officer shall make final distribution upon: js / PEC Page 24 of 136 settlement agreement.version07a.doc BAB / MM 2.7.3.3.1. Obtaining final unconditional lien releases from all contractors, subcontractors, design professionals, and materialmen that performed work on or provided materials for the Required Repairs; and 2.7.3.3.2. Obtaining a written certification by the HOA, its contractor and its engineer of record that the Required Repairs are complete; and 2.7.3.3.3. Obtaining a copy of the City's final inspection approval for the Required Repairs. 2.7.3.4. Upon completion of all of the items stated in Section 2.7.3.2, the fund control officer shall pay any remaining funds to the HOA after deducting its fees and shall provide an accounting. 2.7.4. After paying all sums required to satisfy Sections 2.7.1 and 2.7.2, and transferring to the fund control officer the amount stated in Section 2.7.3, Escrow shall wire transfer all remaining funds from Settlement Fund No. 2 to the HOA. 2.8. It is anticipated by the HOA and its counsel that the total amount paid to the Lenders pursuant to subsections 1 through 12 of Section 1.3.1 will total $1,900,000 or less. In the event that the total amount paid to the Lenders exceeds $1,900,000, the following provisions shall apply: 2.8.1. The HOA and its counsel shall negotiate a new allocation of funds payable to the HOA and its counsel; 2.8.1.1. The new allocation shall not alter the total consideration to be paid by or on behalf of the City, CMWD or ISOP; 2.8.1.2. The new allocation shall not alter the amounts paid to the Destroyed Unit Owners pursuant to Sections 1.3.2 and 1.3.3; 2.8.1.3. The new allocation shall not change the amounts paid to the record owners of the Condominium Units (other than the Destroyed Unit Owners) pursuant to Section 2.7.2; and 2.8.1.4. The new allocation shall not change the amount paid into the fund control pursuant to Section 2.7.3. 2.8.2. Upon agreement of the HOA and its counsel to a new allocation as provided in this Section 2.8, a written instruction signed by (a) the president of the HOA and (b) the HOA's counsel, Patrick E. Catalano, shall be deposited into Escrow, instructing Escrow as to the revised distribution of funds to be made pursuant to Sections 1.3.4, 2.7.1 and 2.7.4. Escrow shall not require the approval of any other Party for this instruction. js / PEC Page 25 of 136 settlement agreement .version07a.doc BAB / MM 3. DISMISSAL OF LAWSUITS. 3.1.The Parties shall execute and deposit into Escrow requests for dismissal on the appropriate court forms, requesting the dismissal with prejudice of each of the following lawsuits as to all parties and all causes of action: 3.1.1. The Lindley Action, San Diego Superior Court Case No. GIC849880, including the Cross-Complaint filed by the City and CMWD; 3.1.2. The HOA Action, San Diego Superior Court Case No. GIC850408; 3.1.3. The Whitehead Action, San Diego Superior Court Case No. GIC860333; and 3.1.4. The Uldricks Action, San Diego Superior Court Case No. GIC862785. 3.2. Upon Close of Escrow, Escrow shall disburse the requests for dismissal to the City. Upon receipt of the requests for dismissal, the City shall file the original requests for dismissal with the Court, and promptly give notice to the attorneys for each party of the Court's entry of the dismissals. 4. RELEASES OF CLAIMS BY NON-PARTY OWNERS. Settling Plaintiffs shall cause to be deposited into Escrow a Release of Claims by Non-Plaintiff Homeowners in the form attached hereto as Attachment E from each of the following persons, releasing the City, CMWD, ISOP and the HOA from any liability for all claims they possess or may possess for the matters stated in the Recitals and associated lawsuits: 4.1. 2401A Richard A. Jaramillo 4.2. 240ID Sarah Slagter, Robert Slagter and Ria Slagter 4.3. 2403B Amanda Quintenz-Fiedler (co-owner with Plaintiff Steven Fiedler) 4.4. 2403C William T. Lewis, Trustee 4.5. 2409C Maureen P. Tracy, Trustee 4.6. 2409D Elyse T. Coleman (co-owner with Plaintiff M. Lawrence Kopp) 4.7. 2411C Kristina Marie Pfeifer 4.8. 24ISA Ebrahim Hosseini and Fariba Hosseini 4.9. 2415D Diana Gavin Harnack 4.10. 2415E Navada M. Maize Bennett 4.11. 2419B WIR Holdings, L.L.C. 4.12. 2421C Lee I. Jurewitz and Ross Jurewitz 4.13. 2423A Andrew Jackson Peach and Christopher D. Peach 4.14. 2425B Savo Ukropina and Frances Ukropina js / PEC Page 26 of 136 settlement agreement.version07a.doc BAB / MM 4.15. 2425C Ruth Rene Oldham (co-owner with Plaintiff Jeffrey Albert Oldham) 4.16. 2425D Philip Edward Huddy and Sheila Elizabeth Lyle Huddy 4.17. 2429A Michael R. Heyer and Cheryll A. F. Heyer 4.18. 2431A Joseph Bosco, Jr. (co-trustee with Plaintiff Jeanne R. Bosco) 243 IF 2433D 4.19. 2431B Susan Shojaee 4.20. 2433B John J. Brown and Jean R. Brown, Trustees 5. RELEASE OF CLAIMS BY HOA 5.1. In consideration of the settlement of the above litigation and in consideration of the covenants, promises, terms, and conditions herein, the HOA, on behalf of itself and its successors and assigns, and on behalf of each of the HOA's members (hereinafter collectively referred to in this Section 5 as "Releasors"), fully releases and forever discharges the City, CMWD, ISOP and the plaintiffs in the Lindley Action, and their former and present council members, directors, managers, employees, insurance companies and claims administrators for such insurance companies, successors, predecessors, assigns, affiliates, attorneys, and agents, past and present, and each of them (hereinafter collectively referred to in this Section 5 as "Releasees"), of and from any and all claims, actions, causes of action, demands, rights, damages, losses, costs, attorneys' fees, loss of profits, diminished value, expenses, and compensation whatsoever, which the Releasors now have or which may hereafter accrue, on account of any and all known and unknown and foreseen and unforeseen acts, omissions, conditions, occurrences, incidents, accidents and matters regardless of their nature, including without limitation such acts, omissions, conditions, occurrences, incidents, accidents and matters pertaining to the Landslide, the matters referred to in the Recitals, the Required Repairs, and the Lawsuits, except as expressly provided in this Agreement. Nothing in this Section or in this Agreement shall be construed as a release by the Releasors of any of its rights against State Farm Insurance Company. 5.2.Releasors acknowledge that there is a risk that subsequent to the execution of this Agreement, it may discover, incur or suffer claims or damages which were unknown or unanticipated at the time this Agreement is executed, including, without limitation, unknown or unanticipated claims or damages which arise from, are based upon, or are related to the Landslide, the matters referred to in the Recitals, or the Lawsuits, or some part or aspect thereof, which if known by Releasors on the date of this Agreement being executed, may have materially affected the Releasors' decision to execute this Agreement. Releasors expressly assume the risk of such unknown and unanticipated claims or damages and agree that this Agreement applies to all such unknown claims or damages. 5.3. Each of the Releasors acknowledges that it is familiar with Section 1542 of the California Civil Code, which provides as follows: js / PEC Page 27 of 136 settlement agreement.version07a.doc BAB / MM 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 to him or her, must have materially affected his or her settlement with the debtor. Releasors hereby waive and relinquish all rights and benefits which it has or HOAI 'tial may nave under Section 1542 of the California Civil Code, or the law of any other state or jurisdiction to the same or similar effect to the fullest extent that each may lawfully waive all such rights and benefits pertaining to the subject matter of this Agreement. 5.4.This Release does not apply to release the Releasees from liability based on theories of equitable indemnification or contribution for the claims asserted by Pacific Bell Telephone Company or its affiliates or assigns with respect to the lawsuit entitled Pacific Bell Telephone Company u. City of Carlsbad, Carlsbad Municipal Water District, La Costa de Marbella Homeowners Association, et al filed on or about October 17, 2006 as San Diego County Superior Court Case No. GIC874412, which action has been transferred to the North County Division of the San Diego County Superior Court and has been assigned the case number 37-2007-00051729-CU-PO-NC. The HOA, City and CMWD specifically reserve the right to file cross-complaints against each other for equitable indemnity and contribution with respect to the claims asserted by Pacific Bell Telephone Company or its affiliates or assigns. 5.5.There are eleven (11) monitoring wells for piezometers and inclinometers installed by geotechnical and other consultants for the City and CMWD at La Costa de Marbella pursuant to permits issued by the County of San Diego to GeoLogic Associates, Inc. and MCE Consultants, Inc. 5.5.1. With respect to the permits associated with those monitoring wells, the City has agreed as follows: "In the event that either the registered professional and/or the licensed drilling company should fail in their responsibilities as defined in San Diego County Code, Section 67.424, relative to any monitoring well installed that is covered by the attached Property Owner Responsibility Acknowledgement form, the City of Carlsbad will take the necessary actions to repair, reconstruct or destroy the monitoring well so it meets the standards." 5.5.2. The City and/or its consultants will take all steps necessary to close the eleven (11) monitoring wells, and will obtain all necessary permits from the County of San Diego or other regulating agency. The HOA agrees that the City and/or its consultants may enter the La Costa de Marbella property for the purposes of formally closing and abandoning such monitoring wells. 5.5.3. Upon certification that the eleven (11) monitoring wells installed by or on behalf of the City have been properly closed and abandoned, the City's responsibility for such monitoring wells shall cease, and this Release shall thereafter apply to release the Releasees and their consultants of and from any further liability with respect to the eleven (11) monitoring wells. js / PEC Page 28 of 136 settlement agreement.version07a.doc BAB / MM 5.5.4. The parties acknowledge that monitoring wells may exist at La Costa de Marbella in addition to the eleven (11) monitoring wells referred to in this Section. Releasees represent that such additional wells were not installed by Releasees, and the parties agree that Releasees are not responsible for such additional monitoring wells. 6. RELEASE OF CLAIMS BY DESTROYED UNIT OWNERS AND INDIVIDUAL PLAINTIFFS 6.1. In consideration of the settlement of the above litigation and in consideration of the covenants, promises, terms, and conditions herein, each of the Destroyed Unit Owners and each of the Individual Plaintiffs, on behalf of themselves and their spouses, family members, successors, and assigns (herein collectively referred to in this Section 6.1 as the "Releasors") fully releases and forever discharges the City, CMWD and ISOP, and their former and present council members, directors, board members, managers, employees, insurance companies and claims administrators for such insurance companies, successors, predecessors, assigns, affiliates, attorneys, officers, and agents, past and present, and each of them, of and from any and all claims, actions, causes of action, demands, rights, damages, losses, costs, attorneys' fees, loss of profits, diminished value, expenses, and compensation whatsoever, which the Releasors now have or which may hereafter accrue, on account of any and all known and unknown and foreseen and unforeseen acts, omissions, conditions, occurrences, incidents, accidents and matters regardless of their nature, including without limitation such acts, omissions, conditions, occurrences, incidents, accidents and matters pertaining to the Landslide, the matters referred to in the Recitals, the Required Repairs, and the Lawsuits, except as expressly provided in this Agreement. Nothing in this Section or in this Agreement shall be construed as a release by the HOA or any homeowner of any of its rights against State Farm Insurance Company. 6.2. In consideration of the settlement of the above litigation and in consideration of the covenants, promises, terms, and conditions herein, each of the Individual Plaintiffs, on behalf of themselves and their spouses, family members, successors, and assigns (herein collectively referred to in this Section 6.2 as the "Releasors") fully releases and forever discharges the HOA, and its assigns, affiliates, directors, officers, managers, attorneys, insurance companies, and agents, past and present, and each of them, of and from any and all claims, actions, causes of action, demands, rights, damages, losses, costs, attorneys' fees, loss of profits, diminished value, expenses, and compensation whatsoever, which the Releasors now have or which may hereafter accrue, on account of any and all known and unknown and foreseen and unforeseen acts, omissions, conditions, occurrences, incidents, accidents and matters pertaining to the Landslide, the matters referred to in the Recitals, the Required Repairs, and the Lawsuits, except as expressly provided in this Agreement, and further including, without limitation, any and all claims arising from, based on, or related to (a) any alleged failures by HOA and/or its Related Parties of maintenance of any portion of La Costa de Marbella, including both common areas and separate interest (units), which failures are alleged to have occurred at any time prior to the execution of this Release, (b) water intrusion (as to js / PEC Page 29 of 136 settlement agreement .version07a.doc BAB / MM which released claims include any and all damages alleged to be due to mold) alleged to have occurred or commenced at any time prior to the execution of this Release, (c) alleged improper assessments and/or collection activity, which occurred at any time prior to the execution of this Release, (d) alleged improper action by the Board in connection with repairs to any portion of La Costa de Marbella, which occurred at any time prior to the execution of this Release, and (e) alleged improprieties in assessment votes and votes to amend the governing documents of La Costa de Marbella, which occurred at any time prior to the execution of this Release. This release does not pertain to the pending matter of La Costa de Marbella Homeowner's Association v. State Farm, San Diego Superior Court Case No. GIC851877 and is not intended to affect said litigation. Nothing in this Section or in this Agreement shall be construed as a release by the HOA or any homeowner of any of its rights against State Farm Insurance Company. 6.3. In consideration of the settlement of the above litigation and in consideration of the covenants, promises, terms, and conditions herein, each of the Destroyed Unit Owners, on behalf of themselves and their spouses, family members, successors, and assigns (herein collectively referred to in this Section 6.2 as the "Releasors") fully releases and forever discharges the HOA, and its former and present directors, board members, managers, employees, successors, predecessors, assigns, affiliates, attorneys, officers, and agents, past and present, and each of them, of and from any and all claims, actions, causes of action, demands, rights, damages, losses, costs, attorneys' fees, loss of profits, diminished value, expenses, and compensation whatsoever, which the Releasors now have or which may hereafter accrue, on account of any and all known and unknown and foreseen and unforeseen acts, omissions, conditions, occurrences, incidents, accidents and matters regardless of their nature, including without limitation such acts, omissions, conditions, occurrences, incidents, accidents and matters pertaining to the Landslide, the matters referred to in the Recitals, the Required Repairs, and the Lawsuits, except as expressly provided in this Agreement, and further including, without limitation, any and all claims arising from, based on, or related to (a) any alleged failures by HOA and/or its Related Parties of maintenance of any portion of La Costa de Marbella, including both common areas and separate interest (units), which failures are alleged to have occurred at any time prior to the execution of this Release, (b) water intrusion (as to which released claims include any and all damages alleged to be due to mold) alleged to have occurred or commenced at any time prior to the execution of this Release, (c) alleged improper assessments and/or collection activity, which occurred at any time prior to the execution of this Release, (d) alleged improper action by the Board in connection with repairs to any portion of La Costa de Marbella, which occurred at any time prior to the execution of this Release, and (e) alleged improprieties in assessment votes and votes to amend the governing documents of La Costa de Marbella, which occurred at any time prior to the execution of this Release. This release does not pertain to the pending matter of La Costa de Marbella Homeowner's Association v. State Farm, San Diego Superior Court Case No. GIC851877 and is not intended to affect said litigation. Nothing in this Section or in this Agreement shall be construed as a release by the HOA or any homeowner of any of its rights against State Farm Insurance Company. js / PEC Page 30 of 136 settlement agreement.verslon07a.doc BAB / MM 6.4. Each of the Releasors named in Sections 6.1, 6.2 and 6.3 acknowledges that there is a risk that subsequent to the execution of this Agreement, he or she may discover, incur or suffer claims or damages which were unknown or unanticipated at the time this Agreement is executed, including, without limitation, unknown or unanticipated claims or damages which arise from, are based upon, or are related to Landslide, the matters referred to in the Recitals, Lawsuits or some part or aspect thereof, which if known by the Releasors on the date of this Agreement being executed, may have materially affected the Releasors' decision to execute this Agreement. Each of the Releasors expressly assumes the risk of such unknown and unanticipated claims or damages and agrees that this Agreement applies to all such unknown claims or damages. 6.5. Each of the Releasors acknowledges that he or she is familiar with Section 1542 of the California Civil Code, which provides as follows: 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 to him or her, must have materially affected his or her settlement with the debtor. Each of the Releasors hereby waives and relinquishes all rights and benefits which he or she has or may have under Section 1542 of the California Civil Code, or the law of any other state or jurisdiction to the same or similar effect to the fullest extent that each may lawfully waive all such rights and benefits pertaining to the subject matter of this Agreement. 7. RELEASE OF CLAIMS BY CITY AND CMWD 7.1. In consideration of the settlement of the above litigation and in consideration of the covenants, promises, terms, and conditions herein, the City and CMWD, on behalf of themselves and their successors and assigns (hereinafter collectively referred to in this Section 7 as "Releasors") fully release and forever discharge the plaintiffs in the Lindley Action, the HOA, and its former and present directors, managers, employees, successors, predecessors, assigns, affiliates, attorneys, insurance companies, and agents, past and present, and each of them(hereinafter collectively referred to in this Section 7 as "Releasees"), of and from any and all claims, actions, causes of action, demands, rights, damages, losses, costs, attorneys' fees, loss of profits, diminished value, expenses, and compensation whatsoever, which the Releasors now have or which may hereafter accrue, on account of any and all known and unknown and foreseen and unforeseen acts, omissions, conditions, occurrences, incidents, accidents and matters regardless of their nature, including without limitation such acts, omissions, conditions, occurrences, incidents, accidents and matters pertaining to the Landslide, the matters referred to in the Recitals, the Required Repairs, and the Lawsuits, except as expressly provided in this Agreement. 7.2. Each of the Releasors acknowledges that there is a risk that subsequent to the execution of this Agreement, it may discover, incur or suffer claims or damages js / PEC Page 31 of 136 settlement agreement .verslon07a.doc BAB / MM which were unknown or unanticipated at the time this Agreement is executed, including, without limitation, unknown or unanticipated claims or damages which arise from, are based upon, or are related to Landslide or the matters referred to in the Recitals, or some part or aspect thereof, which if known by the Releasor on the date of this Agreement being executed, may have materially affected the Releasor's decision to execute this Agreement. Each Releasor expressly assumes the risk of such unknown and unanticipated claims or damages and agree that this Agreement applies to all such unknown claims or damages. 7.3. Each of the Releasors acknowledge that it is familiar with Section 1542 of the California Civil Code, which provides as follows: 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 to him or her, must have materially affected his or her settlement with the debtor. Each of the Releasors hereby waives and relinquishes all rights and benefits City Initials which it has or may have under Section 1542 of the California Civil Code, or the law of any other state or jurisdiction to the same or similar effect to the fullest CMWD extent that each may lawfully waive all such rights and benefits pertaining to Initials the subject matter of this Agreement. 7.4. Claims between City, CMWD, ISOP and other Insurers. 7.4.1. The Parties acknowledge and agree that Settling Plaintiffs' and Non- Plaintiff Homeowners' release of the City and CMWD's insurance companies, claims administrators and related companies has been negotiated by and between such parties and ISOP against the City and CMWD's objection and protest and that, to the extent Settling Plaintiffs Release of Claims by Non-Plaintiff Homeowners set forth in paragraph 4 (including the Releases contemplated on the form referenced as Attachment E), Release of Claims by HOA set forth in paragraph 5.1, and release of Claims by Destroyed Unit Owners and Individual Plaintiffs in paragraph 6.1 contain releases in favor of the City and CMWD's insurance companies, claim administrators for such insurance companies and/or for the City and CMWD, and related companies, such releases are included in this document over the City and CMWD's objection and protest, the City and CMWD are not party to such releases, the City and CMWD do not consent to such releases and such releases shall not pertain to, affect, prejudice or limit in any manner or means whatsoever the City and CMWD's claims or potential claims as it may now, or in the future, possess against its insurance companies, any claims administrators or related companies. Nothing in this Agreement shall be construed as a release by the City and/or CMWD of any if its rights against any insurance company, claims administrator or related company. js / PEC Page 32 of 136 settlement agreement.version07a.doc BAB / MM 7.4.2. Nothing in this Agreement shall be deemed to compromise or release, in any degree or manner whatsoever, by the City or CMWD or ISOP of any of their claims against each other or against any other insurer for the City or CMWD. The City, CMWD and ISOP specifically reserve the right to litigate claims related to insurance coverage, including without limitation all issues and claims and damages concerning defense and indemnity arising out of the facts and circumstances and claims and actions referred to in the Recitals and defense and indemnity therefore. The City and CMWD also reserve the right to litigate or otherwise pursue claims for bad faith arising out of the facts and circumstances and claims and actions referred to in the Recitals. ISOP also reserves all rights that ISOP may possess under its policy against the City and/or CMWD and/or any other parties. 7.5.This Release does not apply to release the Releasees from liability based on theories of equitable indemnification or contribution for the claims asserted by Pacific Bell Telephone Company or its affiliates or assigns with respect to the lawsuit entitled Pacific Bett Telephone Company v. City of Carlsbad, Carlsbad Municipal Water District, La Costa de Marbetta Homeowners Association, et al. filed on or about October 17, 2006 as San Diego County Superior Court Case No. GIC874412, which action has been transferred to the North County Division of the San Diego County Superior Court and has been assigned the case number 37-2007-00051729-CU-PO-NC. The HOA, City and CMWD specifically reserve the right to file cross-complaints against each other for equitable indemnity and contribution with respect to the claims asserted by Pacific Bell Telephone Company or its affiliates or assigns. 8. GOOD FAITH SETTLEMENT APPROVAL BY COURT. The City/CMWD shall apply for an order from the Court in the consolidated Lindley Action establishing that this settlement was made in good faith, and shall deposit into Escrow a certified copy of the Court's order establishing that this settlement was made in good faith. This settlement is contingent upon the Court's ruling that this settlement was made in good faith. The City/CMWD may waive this contingency by a written waiver executed by counsel for the City/CMWD and deposited into Escrow. 9. CLOSE OF ESCROW. 9.1. Close of Escrow shall occur upon completion of all of the following events: 9.1.1. The City/CMWD has deposited its settlement funds into Escrow as required by Sections 1.1.1 and 2.1.1 of this Agreement which have been determined by Escrow to be good funds; 9.1.2. ISOP has deposited its settlement funds into Escrow as required by Sections 1.1.2 and 2.1.2 of this Agreement which have been determined by Escrow to be good funds; js / PEC Page 33 of 136 settlement agreement .version07a.doc BAB / MM 9.1.3. The HOA has deposited its settlement funds into Escrow as required by Section 2.4 of this Agreement which have been determined by Escrow to be good funds; 9.1.4. Executed releases from each of the Lenders have been deposited into Escrow as required by Sections 1.4.1.3, 1.4.2.3, 1.4.3.3, 1.4.4.3, 1.4.5.3, 1.4.6.3, 1.4.7.3 and 1.4.8.3 of this Agreement; 9.1.5. Signed and notarized full reconveyances from each of the Lenders have been deposited into Escrow as required by Sections 1.4.1.2, 1.4.2.2, 1.4.3.2, 1.4.4.2, 1.4.5.2, 1.4.6.2, 1.4.7.2 and 1.4.8.2 of this Agreement; 9.1.6. Each of the Destroyed Unit Owners has deposited into Escrow his/her signed and notarized quitclaim deeds as required by Sections 1.4.1.1, 1.4.2.1, 1.4.3.1, 1.4.4.1, 1.4.5.1, 1.4.6.1, 1.4.7.1 and 1.4.8.1 of this Agreement; 9.1.7. Executed releases of each of the non-party homeowners owners and co- owners has been deposited into Escrow as required by Section 4 of this Agreement; 9.1.8. Audrey Watson has deposited into Escrow a certified copy of the court's order approving the settlement on behalf of C. Sherman Severin as required by Section 1.4.4.4 of this Agreement; 9.1.9. The City/CMWD has deposited into Escrow a certified copy of an order of the San Diego County Superior Court approving the good faith settlement of all lawsuits described in the Recitals, as required by Section 8 of this Agreement, or a written waiver of this requirement signed by counsel for the City/CMWD; 9.1.10. Settling Plaintiffs have deposited into Escrow duly signed dismissals with prejudice of each of the lawsuits described in the Recitals as required by Section 3 of this Agreement; 9.1.11. A release of attorney's lien executed by William H. Naumann has been deposited into Escrow as required by Section 2.7.1 of this Agreement; 9.1.12. A release of attorney's lien executed by Thomas V. Girardi has been deposited into Escrow as required by Section 2.7.2 of this Agreement; 9.1.13. The HOA has deposited into Escrow a certified copy of the resolution of the HOA's board of directors approving this settlement as required by Section 21.2 of this Agreement; 9.1.14. The City has deposited the sum of $50,000.00 into Escrow pursuant to Section 2.3.1 of this Agreement which have been determined by Escrow to be good funds; 9.1.15. The HOA has deposited into Escrow the request for dismissal of Case No. GIC 822967 as required by Section 2.3.2 of this Agreement; js / PEC Page 34 of 136 settlement agreement .version07a.doc BAB / MM 9.1.16. The notarized original signature of each party approving this Agreement has been deposited into Escrow; 9.1.17. The City and CMWD has deposited into Escrow a duly signed dismissal with prejudice of its cross-complaint in the Lindfey Action as required by Section 3.1.1; and 9.1.18. The parties have deposited an executed Memorandum of Agreement as provided in Section 16 of this Agreement. 9.2. Upon Close of Escrow, Escrow shall perform the following acts: 9.2.1. Disburse Settlement Fund No. 1 per the provisions of Section 1.3 of this Agreement; 9.2.2. Disburse Settlement Fund No. 2 per the provisions of Section 2.7 of this Agreement; 9.2.3. Disburse to the City/CMWD the HOA's payment of $50,000.00 referred to in Section 9.1.3; 9.2.4. Disburse to the City/CMWD the Lenders' releases referred to in Section 9.1.4; 9.2.5. Record the full reconveyances referred to in Section 9.1.5; 9.2.6. Record the quitclaim deeds referred to in Section 9.1.6; 9.2.7. Disburse to the City/CMWD the non-party owner releases referred to in Section 9.1.7; 9.2.8. Disburse to the City/CMWD the certified copy of the court's approval of the settlement of C. Sherman Severin referred to in Section 9.1.8; 9.2.9. Disburse to the City/CMWD the certified copy of the San Diego County Superior Court's good faith approval of the settlement referred to in Section 9.1.9; 9.2.10. Disburse to the City/CMWD the signed dismissals with prejudice of the lawsuits referred to in Section 9.1.10 and 9.1.17; 9.2.11. Disburse to the HOA the release of attorney's lien from William H. Naumann referred to in Section 9.1.11, and disburse a copy of the same to the City/CMWD; 9.2.12. Disburse to the HOA the release of attorney's lien from Thomas V. Girardi referred to in Section 9.1.12, and disburse a copy of the same to the City/CMWD; js / PEC Page 35 of 136 settlement agreement.version07a.doc BAB / MM 9.2.13. Disburse to the City/CMWD the certified copy of the resolution of the HOA's board of directors approving this settlement as referred to in Section 9.1.13; 9.2.14. Disburse to the HOA the $50,000.00 referred to in Section 9.1.14; 9.2.15. Disburse to the City the request for dismissal referred to in Section 9.1.15; 9.2.16. Disburse to the City/CMWD the Original Agreement as further provided in Section 22 of this Agreement; and 9.2.17. Record the Memorandum of Agreement referred to in Section 9.1.18. 9.3. All costs related to Escrow shall be borne in full by the City and CMWD and/or its insurance company. The premium for any policy of title insurance shall be paid by the party requesting the title insurance policy. 10. REQUIRED REPAIRS. 10.1. The HOA shall perform the Required Repairs. The completion of the Required Repairs shall not be a condition to the Close of Escrow. 10.2. The Required Repairs shall be funded from Settlement Fund No. 2 as provided in Section 2.7.4 of this Agreement. 10.3. The City shall use its best efforts to expedite the review and approval of plans and issuance of necessary permits for the Required Repairs upon the HOA's submission of plans for approval. The HOA shall obtain all necessary approvals for the performance of the Required Repairs prior to the Close of Escrow. This requirement may be modified or waived by written agreement executed by counsel for both the HOA and the City. 11. ADVICE OF COUNSEL. Each party to this Agreement represents and warrants to each other party that such party has read and fully understands the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, and has executed this Agreement based upon such party's own judgment and advice of independent legal counsel (if sought). 12. CALIFORNIA LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 13. NO ASSIGNMENT. No Settling Plaintiff has assigned or otherwise transferred or subrogated (either voluntarily, involuntarily or by operation of law) any interest in any claims which js / PEC Page 36 of 136 settlement agreement.version07a.doc BAB / MM are the subject matter hereto and which the Settling Plaintiff may have against the City, CMWD, ISOP, insurance carriers for the City or CMWD, claims administrators for insurance carriers for the City or CMWD, and/or the HOA, and each Settling Plaintiff agrees to defend and indemnify and hold the City, CMWD, ISOP, insurance carriers for the City or CMWD, claims administrators for insurance carriers for the City or CMWD, and/or the HOA, harmless from any liabilities, losses, claims, demands, costs, expenses, or attorney's fees incurred by the City, CMWD, ISOP, insurance carriers for the City or CMWD, claims administrators for insurance carriers for the City or CMWD, and/or the HOA, as a result of any person or entity, including but not limited to underwriters and insurance carriers, asserting such assignment or transfer. 14. NO ADMISSION OF LIABILITY. This Agreement pertains to disputed claims and is the result of compromise. As such, it does not constitute and shall not be deemed as an admission of liability by the parties. 15. ATTORNEY'S FEES AND COSTS. 15.1. The parties acknowledge the provisions of California Code of Civil Procedure § 1036 which provides: In any inverse condemnation proceeding, the court rendering judgment for the plaintiff by awarding compensation, or the attorney representing the public entity who effects a settlement of that proceeding, shall determine and award or allow to the plaintiff, as a part of that judgment or settlement, a sum that will, in the opinion of the court, reimburse the plaintiffs reasonable costs, disbursements, and expenses, including reasonable attorney, appraisal, and engineering fees, actually incurred because of that proceeding in the trial court or in any appellate proceeding in which the plaintiff prevails on any issue in that proceeding. 15.2. The parties hereto acknowledge that counsel for the City and CMWD have determined and allowed to the Settling Plaintiffs, as a part of this settlement, a sum that will reimburse the Settling Plaintiffs' reasonable costs, disbursements, and expenses, including reasonable attorney, appraisal, and engineering fees, actually incurred because of the inverse condemnation proceedings asserted in the Undley Action, the HOA Action, the Uldricks Action and the Whitehead Action. That sum is included in the sums to be paid by the or on behalf of the City and CMWD pursuant to this Agreement, and no Settling Plaintiff shall have a right to recover any additional amount for attorney's fees or costs incurred in connection with this matter. 15.3. Other than as recited above with respect to Code of Civil Procedure § 1036, each party shall bear its own attorney's fees and costs. js / PEC Page 37 of 136 settlement agreement.version07a.doc BAB / MM 16. SUCCESSORS 16.1. The provisions of this Agreement shall be deemed to obligate, extend to, and inure to the benefit of the parties, their heirs, successors, assigns, transferees, grantees, and indemnitees. 16.2. In order to provide constructive notice of this Agreement to the parties' successors and assigns, each party hereby consents to the recording of a Memorandum of Agreement in the form attached hereto as Exhibit "H." 16.3. Each party hereby authorizes and directs his, her or its attorney to execute and record the Memorandum of Agreement on behalf of said party. 17. INTERPRETATION 17.1. Wherever the context so requires, the singular number shall include the plural; the plural shall include the singular; and the masculine gender shall include the feminine and neuter genders. 17.2. All parties have assisted and contributed to the drafting of this Agreement, and as a result, any rule of interpretation that requires that this document be construed against the drafter shall be inapplicable. 17.3. The Recitals stated herein are true and correct, and the Definitions and Recitals are a part of this Agreement and are incorporated into this Agreement by reference. 17.4. Unless the context requires otherwise the word "including" means "including, without limitation." 17.5. The headings, titles, and captions contained in this Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. 18. FURTHER ASSURANCES In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby. 19. INTEGRATION This Agreement (after full execution and delivery) memorializes and constitutes the entire agreement and understanding between the parties and supersedes and replaces all prior negotiations, proposed agreement and agreements, whether written or unwritten. It is intended that this Agreement will supersede all prior agreements between the HOA and the City/CMWD including, without limitation, the Abatement Agreement, the Mediation Agreement, the the Reinstatement Agreement and the Storm Drain Settlement Agreement. js / PEC Page 38 of 136 settlement agreement.version07a.doc BAB / MM 20. ENFORCEABILITY 20.1. In the event any party hereto shall commence legal proceedings against the other to enforce the terms hereof, or to declare rights hereunder, as a result of a breach of any covenant of condition of this Agreement, the prevailing party in any such proceeding shall be entitled to recover from the losing party its costs of suit, as may be fixed by the Court. 20.2. This settlement shall be enforceable pursuant to California Code of Civil Procedure § 664.6. The parties each specifically requests that the Court retain jurisdiction over the Lindley Action, the HOA Action, the Whitehead Action and the Uldricks Action and over the parties to enforce this settlement until performance in full of the terms of the settlement. 21. AUTHORITY 21.1. The individuals executing this Agreement on behalf of a public entity or other private business entity each represent and warrant that they have the legal power, right and actual authority to bind their respective principals to the terms and conditions of this Agreement. 21.2. The HOA specifically represents to the City and to CMWD that the HOA has brought the claims and actions referred to herein on behalf of itself and each of its members, and that the HOA has the legal power, right and actual authority to bind its members to the terms and conditions of this Agreement. A true and correct certified copy of the resolution of the HOA's board of directors approving this settlement in the form attached hereto as Attachment F shall be deposited into Escrow. 22. APPROVAL. EXECUTION AND COUNTERPARTS 22.1. Prior to execution by any party, this Agreement shall be approved as to form by the attorneys listed on the last two pages of this Agreement. Each attorney approving this agreement as to form shall initial each page containing the substantive provisions of the original of this Agreement, and shall sign on the designated space on the last two pages of this agreement. All such initials and original signatures shall be affixed to the same copy of this Agreement, which shall become the "Original Agreement" as used in this Section. 22.2. This Agreement may be executed in any number of counterparts and by the Parties on separate counterparts, each of which will be deemed an original but which together shall constitute one agreement, with the same effect as if the signatures on the counterparts were upon a single original of this Agreement. 22.3. Each party is required to provide an original notarized signature on this Agreement. A facsimile signature shall not be sufficient to evidence a party's consent to this Agreement. js / PEC Page 39 of 136 settlement agreement .version07a.doc BAB / MM 22.4. Each party to this Agreement shall deposit into Escrow a signature page bearing the party's notarized original signature approving this Agreement. Upon receipt of each such signature page and notary acknowledgement, Escrow is authorized and instructed to replace the corresponding blank signature page and notary acknowledgement in the Original Agreement with the signature pages bearing the notarized original. The intent of this Subsection is that all original signatures of the parties shall be collated into the Original Agreement. 22.5. Once the Original Agreement includes the original signature pages of all parties, Escrow is instructed to disburse a copy of the fully executed Original Agreement to each of the attorneys approving this Agreement as to form. 22.6. Upon Close of Escrow, Escrow shall disburse the Original Agreement to the City, which shall maintain the Original Agreement. The City shall provide a copy of the complete Original Agreement to any party upon reasonable request at the requesting parry's expense. 23. MODIFICATION 23.1. This Agreement may not be modified except by a written modification signed by each party to this Agreement. 23.2. Notwithstanding Section 23.1, the parties agree to execute any and all additional documents reasonably necessary to complete and document this transaction. If required by Escrow agent, the parties agree to execute escrow agent's supplemental escrow instructions reasonably requested by the Escrow agent, provided that the same are consistent with, and do not conflict with the provisions of this settlement agreement. 23.2.1. The plaintiffs in the Lindley Action hereby authorize Escrow agent to accept and comply with instructions to Escrow agent from their attorney, John Schroeder, as though such instructions were from the plaintiffs in the Lindley Action, without need of further notification to or approval from plaintiffs in the Lindley Action. The plaintiffs in the Lindley Action hereby authorize their attorney to execute on their behalf any such supplemental escrow instructions or amendment to escrow instructions that are consistent with the provisions of this agreement. 23.2.2. The plaintiffs in the Whitehead Action, the Uldricks Action, and the HOA Action hereby authorize escrow agent to accept and comply with instructions to Escrow agent from their attorney, Patrick E. Catalano, as though such instructions were from the plaintiffs in the Whitehead Action, the Uldricks Action, and/or the HOA Action, as the case may be, without need of further notification to or approval from plaintiffs in the Whitehead Action, the Uldricks Action, and the HOA action. The plaintiffs in the Whitehead Action, the Uldricks Action, and the Homeowner's Association Action hereby authorize their attorney to execute on their behalf any supplemental escrow instructions or amendment to escrow instructions that are consistent with the provisions of this agreement. js / PEC Page 40 of 136 settlement agreement.version07a.doc BAB / MM 23.2.3. The City and CMWD hereby authorize Escrow agent to accept and comply with instructions to Escrow agent from their attorney, Bradley A. Bartlett, as though such instructions were from the City and CMWD, without need of further notification to or approval from the City and CMWD. The City and CMWD hereby authorize their attorney to execute on their behalf any such supplemental escrow instructions or amendment to escrow instructions that are consistent with the provisions of this agreement. 23.2.4. ISOP hereby authorizes Escrow agent to accept and comply with instructions to Escrow agent from its attorney, Mary McCurdy, as though such instructions were from ISOP, without need of further notification to or approval from ISOP. ISOP hereby authorizes its attorney to execute on its behalf any such supplemental escrow instructions or amendment to escrow instructions that are consistent with the provisions of this agreement. DATED: LA COSTA DE MARBELLA HOMEOWNERS' ASSOCIATION By:. Name_ Its js / PEC Page 41 of 136 settlement agreement.version07a.doc BAB / MM State of California County of On Date personally appeared before me, ACKNOWLEDGEMENT ) ss. Name and Title of Officer (e.g., "Jane Doe, Notary Public) Name(s) of Signers) n personally known to me a proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public Description of Attached Document Title or Type of Document: GLOBAL SETTLEMENT AGREEMENT AND ESCROW INSTRUCTIONS Document Date: Number of Pages: Capacity(ies) Claimed by Signer Signer's Name: D Individual a Corporate Officer - Title(s): n Partner - D Kimited n General D Attorney-in-Fact D Trustee D Guardian or Conservator n Other: Signer is Representing: LA COSTA DE MARBELLA HOMEOWNER'S ASSOCIATION Page 42 of 136 settlement agreement.verslon07a.doc DATED:CITYjOF Page 43 of 136 settlement agreement.version07a.doc ACKNOWLEDGEMENT On : of California ' /) ,^ntvof Vi;/\ <\MJ^fYJ 1 /A ^ ' f-/ ' / V > O < before me. { Date anally appeared C -.'UXlJ ) ) ss. )ft i1 /-v / \ (L^5oW, f\6?T^H' ^U^oliC- Name and Title of Officer (e.g., "Jarfe Doe, Notary Public)^ yame(s) of Signers) s^personally known to me D proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS nWhand and official sAl. Description of Attached Document Title or Type of Document: GLOBAL SETTLEMENT AGREEMENT AND ESCROW INSTRUCTIONS Document Date: Number of Pages: Capacity(ies) Claimed by Signer Signer's Name: a Individual a Corporate Officer - Title(s): D Partner - n Kimited n General D Attorney-in-Fact D Trustee D Guardian or Conservator a Other: Signer is Representing: CITY OF CARLSBAD COPY Page 44 of 136 settlement agreement .version07a.doc ISTRICT Page 45 of 136 settlement agreement .version07a.doc State of California County of On "V ' ACKNOWLEDGEMENT ) ss. ' 0T Date personally appeared before me, Name and Title of Officer (e.g., "Jfcie Doe, Notary Public) 5 •M Name(s) of Signers) personally known to me n proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 1ROtlNNUSCHY CommlMten* 17W440 I Notary PutoNc-CoMomlQ I Ion Dtoao County * WITNESS Description of Attached Document Title or Type of Document: GLOBAL SETTLEMENT AGREEMENT AND ESCROW INSTRUCTIONS Document Date: Number of Pages: Capacity(ies) Claimed by Signer Signer's Name: D Individual D Corporate Officer - Title(s): D Partner - D Kimited D General D Attorney-in-Fact a Trustee a Guardian or Conservator D Other: Signer is Representing: CARLSBAD MUNICIPAL WATER DISTRICT Page 46 of 136 settlement agreement.version07a.doc DATED: INSURANCE COMPANY OF THE STATE OF PENNSYLVANIA By:. Name Its 47 OI 1<36 settlementagreement.version07a.doc State of California County of On Date personally appeared before me, ACKNOWLEDGEMENT ) ss. Name and Title of Officer (e.g., "Jane Doe, Notary Public) Name(s) of Signers) D personally known to me D proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public Description of Attached Document Title or Type of Document: GLOBAL SETTLEMENT AGREEMENT AND ESCROW INSTRUCTIONS Document Date: Number of Pages: Capacity(ies) Claimed by Signer Signer's Name: D Individual a Corporate Officer - Title(s): n Partner - D Kimited D General n Attorney-in-Fact D Trustee n Guardian or Conservator D Other: Signer is Representing: INSURANCE COMPANY OF THE STATE OF PENNSYLVANIA Page 48 of 136 settlement agreement.version07a.doc I, JOSEPH GORAK, individually and as Trustee of the JOSEPH GORAK TRUST DTD 10/7/2003, the owner of 2401B La Costa Avenue, Carlsbad, California, hereby agree to the terms and conditions stated in this Global Settlement Agreement (consisting of Pages 1 through 41), and acknowledge the following: A. Read. I have read this Global Settlement Agreement or had it read to me. B. Understand. I understand the meaning and effect of this Global Settlement Agreement. C. Advised. I have been advised by my attorney of the meaning and effect of this Global Settlement Agreement. D. Agree. I agree to the terms of this Global Settlement Agreement. E. Acknowledge. I acknowledge that nothing on this signature page is meant to limit or change the terms of the Global Settlement Agreement. F. Waiver of Civil Code § 1542. I understand that this Global Settlement Agreement compromises and forever settles all past, present and future claims that I may have related to the Landslide and the Lawsuits. I acknowledge the release of claims stated in Section 6 of this Agreement, and that I am familiar with Section 1542 of the California Civil Code, which provides as follows: 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 to him or her, must have materially affected his or her settlement with the debtor. I understand that, in Section 6.3 of this Global Settlement Agreement, I am waiving and relinquishing all rights and benefits which I have or may have under Section 1542 of the California Civil Code, or the law of any other state or jurisdiction to the same or similar effect to the fullest extent that I may lawfully waive all such rights and benefits pertaining to the subject matter of this Agreement. DATED: JOSEPH GORAK TRUST DTD 10/7/2003 By: JOSEPH GORAK, TRUSTEE 240IB La Costa Avenue DATED: JOSEPH GORAK By: JOSEPH GORAK 240IB La Costa Avenue 49 OI Iv3o settlementagreement.version07a.doc ACKNOWLEDGEMENT State of California ) ) ss. County of ) On before me, Date Name and Title of Officer (e.g., "Jane Doe, Notary Public) personally appeared JOSEPH GORAK Name(s)ofSigneits) D personally known to me D proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public Description of Attached Document Title or Type of Document: GLOBAL SETTLEMENT AGREEMENT AND ESCROW INSTRUCTIONS Document Date: Number of Pages: Capacity(ies) Claimed by Signer Signer's Name: D Individual n Corporate Officer - Title(s): D Partner - n Kimited D General D Attorney-in-Fact D Trustee D Guardian or Conservator D Other: Signer is Representing: JOSEPH GORAK TRUST DTD 10/7/2003 50 OI 136 settlementagreement.version07a.doc We, DAN KYLE (aka DANIEL KYLE) and ELIZABETH KYLE, the owners of 2401C La Costa Avenue, Carlsbad, California, hereby agree to the terms and conditions stated in this Global Settlement Agreement (consisting of Pages 1 through 41), and acknowledge the following: A. Read. I have read this Global Settlement Agreement or had it read to me. B. Understand. I understand the meaning and effect of this Global Settlement Agreement. C. Advised. I have been advised by my attorney of the meaning and effect of this Global Settlement Agreement. D. Agree. I agree to the terms of this Global Settlement Agreement. E. Acknowledge. I acknowledge that nothing on this signature page is meant to limit or change the terms of the Global Settlement Agreement. F. Waiver of Civil Code § 1542. I understand that this Global Settlement Agreement compromises and forever settles all past, present and future claims that I may have related to the Landslide and the Lawsuits. I acknowledge the release of claims stated in Section 6 of this Agreement, and that I am familiar with Section 1542 of the California Civil Code, which provides as follows: 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 to him or her, must have materially affected his or her settlement with the debtor. I understand that, in Section 6.3 of this Global Settlement Agreement, I am waiving and relinquishing all rights and benefits which I have or may have under Section 1542 of the California Civil Code, or the law of any other state or jurisdiction to the same or similar effect to the fullest extent that I may lawfully waive all such rights and benefits pertaining to the subject matter of this Agreement. DATED: DAN KYLE (aka DANIEL KYLE) By:. DAN KYLE 2401C La Costa Avenue DATED: ELIZABETH KYLE By:. ELIZABETH KYLE 2401C La Costa Avenue 5 1 OI 136 settlement agreement.verslon07a.doc ACKNOWLEDGEMENT State of California ) ) ss. County of ) On before me, Date Name and Title of Officer (e.g., "Jane Doe, Notary Public) personally appeared DAN KYLE and ELIZABETH KYLE , Name(s) of Signers) n personally known to me n proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public Description of Attached Document Title or Type of Document: GLOBAL SETTLEMENT AGREEMENT AND ESCROW INSTRUCTIONS Document Date: Number of Pages: Capacity(ies) Claimed by Signer Signer's Name: DAN KYLE (aka DANIEL KYLE) and ELIZABETH KYLE o Individual D Corporate Officer - Title(s): n Partner - a Kimited a General a Attorney-in-Fact D Trustee n Guardian or Conservator D Other: Signer is Representing:, OI 13o settlementagreement.version07a.doc I, JASON R. LEWIS, the owner of 2403A La Costa Avenue, Carlsbad, California, hereby agree to the terms and conditions stated in this Global Settlement Agreement (consisting of Pages 1 through 41), and acknowledge the following: A. Read. I have read this Global Settlement Agreement or had it read to me. B. Understand. I understand the meaning and effect of this Global Settlement Agreement. C. Advised. I have been advised by my attorney of the meaning and effect of this Global Settlement Agreement. D. Agree. I agree to the terms of this Global Settlement Agreement. E. Acknowledge. I acknowledge that nothing on this signature page is meant to limit or change the terms of the Global Settlement Agreement. F. Waiver of Civil Code § 1542. I understand that this Global Settlement Agreement compromises and forever settles all past, present and future claims that I may have related to the Landslide and the Lawsuits. I acknowledge the release of claims stated in Section 6 of this Agreement, and that I am familiar with Section 1542 of the California Civil Code, which provides as follows: 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 to him or her, must have materially affected his or her settlement with the debtor. I understand that, in Section 6.3 of this Global Settlement Agreement, I am waiving and relinquishing all rights and benefits which I have or may have under Section 1542 of the California Civil Code, or the law of any other state or jurisdiction to the same or similar effect to the fullest extent that I may lawfully waive all such rights and benefits pertaining to the subject matter of this Agreement. DATED: JASON R. LEWIS By:. JASON R. LEWIS 2403A La Costa Avenue 53 Of 1 36 settlement agreement.version07a.doc ACKNOWLEDGEMENT State of California ) ) ss. County of ) On before me, , Date Name and Title of Officer (e.g., "Jane Doe, Notary Public) personally appeared JASON R. LEWIS , Name(s) of Signers) a personally known to me a proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public Description of Attached Document Title or Type of Document: GLOBAL SETTLEMENT AGREEMENT AND ESCROW INSTRUCTIONS Document Date: Number of Pages: Capacity(ies) Claimed by Signer Signer's Name: JASON R. LEWIS D Individual n Corporate Officer - Title(s): D Partner - n Kimited n General n Attorney-in-Fact n Trustee D Guardian or Conservator n Other: Signer is Representing:_ 54 OI 13o settlementagreement.version07a.doc I, STEVEN FIEDLER, the owner of 2403B La Costa Avenue, Carlsbad, California, hereby agree to the terms and conditions stated in this Global Settlement Agreement (consisting of Pages 1 through 41), and acknowledge the following: A. Read. I have read this Global Settlement Agreement or had it read to me. B. Understand. I understand the meaning and effect of this Global Settlement Agreement. C. Advised. I have been advised by my attorney of the meaning and effect of this Global Settlement Agreement. D. Agree. I agree to the terms of this Global Settlement Agreement. E. Acknowledge. I acknowledge that nothing on this signature page is meant to limit or change the terms of the Global Settlement Agreement. F. Waiver of Civil Code § 1542. I understand that this Global Settlement Agreement compromises and forever settles all past, present and future claims that I may have related to the Landslide and the Lawsuits. I acknowledge the release of claims stated in Section 6 of this Agreement, and that I am familiar with Section 1542 of the California Civil Code, which provides as follows: 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 to him or her, must have materially affected his or her settlement with the debtor. I understand that, in Section 6.3 of this Global Settlement Agreement, I am waiving and relinquishing all rights and benefits which I have or may have under Section 1542 of the California Civil Code, or the law of any other state or jurisdiction to the same or similar effect to the fullest extent that I may lawfully waive all such rights and benefits pertaining to the subject matter of this Agreement. DATED: STEVEN FIEDLER By:. STEVEN FIEDLER 2403B La Costa Avenue 55 OI 1 OO settlement agreement.version07a.doc ACKNOWLEDGEMENT State of California ) ) ss. County of ) On before me, Date Name and Title of Officer (e.g., "Jane Doe, Notary Public) personally appeared STEVEN FIEDLER Name(s) of Signers) n personally known to me D proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public Description of Attached Document Title or Type of Document: GLOBAL SETTLEMENT AGREEMENT AND ESCROW INSTRUCTIONS Document Date: Number of Pages: Capacity(ies) Claimed by Signer Signer's Name: STEVEN FIEDLER D Individual a Corporate Officer - Title(s): D Partner - D Kimited D General D Attorney-in-Fact D Trustee D Guardian or Conservator D Other: Signer is Representing:. 56 OI 1 36 settlement agreement.version07a.doc We, ROBERT A. WHITEHEAD and THERESA WHITEHEAD, the owners of 2405A La Costa Avenue, Carlsbad, California, hereby agree to the terms and conditions stated in this Global Settlement Agreement (consisting of Pages 1 through 41), and acknowledge the following: A. Read. I have read this Global Settlement Agreement or had it read to me. B. Understand. I understand the meaning and effect of this Global Settlement Agreement. C. Advised. I have been advised by my attorney of the meaning and effect of this Global Settlement Agreement. D. Agree. I agree to the terms of this Global Settlement Agreement. E. Acknowledge. I acknowledge that nothing on this signature page is meant to limit or change the terms of the Global Settlement Agreement. F. Waiver of Civil Code § 1542. I understand that this Global Settlement Agreement compromises and forever settles all past, present and future claims that I may have related to the Landslide and the Lawsuits. I acknowledge the release of claims stated in Section 6 of this Agreement, and that I am familiar with Section 1542 of the California Civil Code, which provides as follows: 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 to him or her, must have materially affected his or her settlement with the debtor. I understand that, in Section 6.3 of this Global Settlement Agreement, I am waiving and relinquishing all rights and benefits which I have or may have under Section 1542 of the California Civil Code, or the law of any other state or jurisdiction to the same or similar effect to the fullest extent that I may lawfully waive all such rights and benefits pertaining to the subject matter of this Agreement. DATED: ROBERT A. WHITEHEAD By:_ ROBERT A. WHITEHEAD 2405A La Costa Avenue DATED: THERESA WHITEHEAD By:. THERESA WHITEHEAD 240 5A La Costa Avenue 57 OI lot) settlementagreement.version07a.doc ACKNOWLEDGEMENT State of California ) ) ss. County of ) On before me, Date Name and Title of Officer (e.g., "Jane Doe, Notary Public) personally appeared ROBERT A. WHITEHEAD and THERESA WHITEHEAD , Name(s) of Signers) D personally known to me a proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public Description of Attached Document Title or Type of Document: GLOBAL SETTLEMENT AGREEMENT AND ESCROW INSTRUCTIONS Document Date: Number of Pages: Capacity(ies) Claimed by Signer Signer's Name: ROBERT A. WHITEHEAD and THERESA WHITEHEAD D Individual D Corporate Officer - Title(s): D Partner - D Kimited D General D Attorney-in-Fact n Trustee D Guardian or Conservator D Other: Signer is Representing:, OO Ol lot) settlementagreement.version07a.doc I, MARION M. ULDRICKS, the owner of 2405B La Costa Avenue, Carlsbad, California, hereby agree to the terms and conditions stated in this Global Settlement Agreement (consisting of Pages 1 through 41), and acknowledge the following: A. Read. I have read this Global Settlement Agreement or had it read to me. B. Understand. I understand the meaning and effect of this Global Settlement Agreement. C. Advised. I have been advised by my attorney of the meaning and effect of this Global Settlement Agreement. D. Agree. I agree to the terms of this Global Settlement Agreement. E. Acknowledge. I acknowledge that nothing on this signature page is meant to limit or change the terms of the Global Settlement Agreement. F. Waiver of Civil Code § 1542. I understand that this Global Settlement Agreement compromises and forever settles all past, present and future claims that I may have related to the Landslide and the Lawsuits. I acknowledge the release of claims stated in Section 6 of this Agreement, and that I am familiar with Section 1542 of the California Civil Code, which provides as follows: 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 to him or her, must have materially affected his or her settlement with the debtor. I understand that, in Section 6.3 of this Global Settlement Agreement, I am waiving and relinquishing all rights and benefits which I have or may have under Section 1542 of the California Civil Code, or the law of any other state or jurisdiction to the same or similar effect to the fullest extent that I may lawfully waive all such rights and benefits pertaining to the subject matter of this Agreement. DATED: MARION M. ULDRICKS By: MARION M. ULDRICKS 2405B La Costa Avenue 59 OI 1 OO settlement agreement.verslon07a.doc State of California County of On Date personally appeared before me, ACKNOWLEDGEMENT ) ss. Name and Title of Officer (e.g., "Jane Doe, Notary Public) Name(s) of Signers) D personally known to me n proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public Description of Attached Document Title or Type of Document: GLOBAL SETTLEMENT AGREEMENT AND ESCROW INSTRUCTIONS Document Date: Number of Pages: Capacity(ies) Claimed by Signer Signer's Name: n Individual D Corporate Officer - Title(s): D Partner - a Kimited a General n Attorney-in-Fact D Trustee D Guardian or Conservator D Other: Signer is Representing:, Page 60 of 136 settlement agreement.version07a.doc I, LAURIE LINDLEY, the owner of 2405C La Costa Avenue, Carlsbad, California, hereby agree to the terms and conditions stated in this Global Settlement Agreement (consisting of Pages 1 through 41), and acknowledge the following: A. Read. I have read this Global Settlement Agreement or had it read to me. B. Understand. I understand the meaning and effect of this Global Settlement Agreement. C. Advised. I have been advised by my attorney of the meaning and effect of this Global Settlement Agreement. D. Agree. I agree to the terms of this Global Settlement Agreement. E. Acknowledge. I acknowledge that nothing on this signature page is meant to limit or change the terms of the Global Settlement Agreement. F. Waiver of Civil Code § 1542. I understand that this Global Settlement Agreement compromises and forever settles all past, present and future claims that I may have related to the Landslide and the Lawsuits. I acknowledge the release of claims stated in Section 6 of this Agreement, and that I am familiar with Section 1542 of the California Civil Code, which provides as follows: 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 to him or her, must have materially affected his or her settlement with the debtor. I understand that, in Section 6.3 of this Global Settlement Agreement, I am waiving and relinquishing all rights and benefits which I have or may have under Section 1542 of the California Civil Code, or the law of any other state or jurisdiction to the same or similar effect to the fullest extent that I may lawfully waive all such rights and benefits pertaining to the subject matter of this Agreement. DATED: ___ LAURIE LINDLEY By:. LAURIE LINDLEY 2405C La Costa Avenue D1 OI 1 OD settlement agreement.version07a.doc State of California County of On Date personally appeared before me, ACKNOWLEDGEMENT ) ss. Name and Title of Officer (e.g., "Jane Doe, Notary Public) Name(s) of Signers) a personally known to me D proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public Description of Attached Document Title or Type of Document: GLOBAL SETTLEMENT AGREEMENT AND ESCROW INSTRUCTIONS Document Date: Number of Pages: Capacity(ies) Claimed by Signer Signer's Name: D Individual D Corporate Officer - Title(s): D Partner - n Kimited D General D Attorney-in-Fact D Trustee D Guardian or Conservator D Other: Signer is Representing:. Page 62 of 136 settlement agreement.version07a.doc I, AUDREY WATSON, guardian of the estate of C. SHERMAN SEVERIN, the owner of 2405D La Costa Avenue, Carlsbad, California, hereby agree to the terms and conditions stated in this Global Settlement Agreement (consisting of Pages 1 through 41), and acknowledge the following: A. Read. I have read this Global Settlement Agreement or had it read to me. B. Understand. I understand the meaning and effect of this Global Settlement Agreement. C. Advised. I have been advised by my attorney of the meaning and effect of this Global Settlement Agreement. D. Agree. I agree to the terms of this Global Settlement Agreement. E. Acknowledge. I acknowledge that nothing on this signature page is meant to limit or change the terms of the Global Settlement Agreement. F. Waiver of Civil Code § 1542. I understand that this Global Settlement Agreement compromises and forever settles all past, present and future claims that I may have related to the Landslide and the Lawsuits. I acknowledge the release of claims stated in Section 6 of this Agreement, and that I am familiar with Section 1542 of the California Civil Code, which provides as follows: A general release does not extend to claims which the creditor does net know or suspect to exist in his or her favor at the time of executing the release, which, if known to him or her, must have materially affected his or her settlement with the debtor. I understand that, in Section 6.3 of this Global Settlement Agreement, I am waiving and relinquishing all rights and benefits which I have or may have under Section 1542 of the California Civil Code, or the law of any other state or jurisdiction to the same or similar effect to the fullest extent that I may lawfully waive all such rights and benefits pertaining to the subject matter of this Agreement. DATED: C. SHERMAN SEVERIN By:_ AUDREY WATSON, guardian of the estate of C. SHERMAN SEVERIN 2405D La Costa Avenue DvJ OI loD settlementagreement.version07a.doc State of California County of On Date personally appeared before me, ACKNOWLEDGEMENT ) ss. Name and Title of Officer (e.g., "Jane Doe, Notary Public) Name(s) of Signers) D personally known to me n proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public Description of Attached Document Title or Type of Document: GLOBAL SETTLEMENT AGREEMENT AND ESCROW INSTRUCTIONS Document Date: Number of Pages: Capacity(ies) Claimed by Signer Signer's Name: D Individual n Corporate Officer - Title(s): D Partner - n Kimited n General D Attorney-in-Fact D Trustee D Guardian or Conservator D Other: Signer is Representing:_ Page 64 of 136 settlement agreement.verslon07a.doc I, ROBERT M. STRONG, the owner of 2407A La Costa Avenue, Carlsbad, California, hereby agree to the terms and conditions stated in this Global Settlement Agreement (consisting of Pages 1 through 41), and acknowledge the following: A. Read. I have read this Global Settlement Agreement or had it read to me. B. Understand. I understand the meaning and effect of this Global Settlement Agreement. C. Advised. I have been advised by my attorney of the meaning and effect of this Global Settlement Agreement. D. Agree. I agree to the terms of this Global Settlement Agreement. E. Acknowledge. I acknowledge that nothing on this signature page is meant to limit or change the terms of the Global Settlement Agreement. F. Waiver of Civil Code § 1542. I understand that this Global Settlement Agreement compromises and forever settles all past, present and future claims that I may have related to the Landslide and the Lawsuits. I acknowledge the release of claims stated in Section 6 of this Agreement, and that I am familiar with Section 1542 of the California Civil Code, which provides as follows: 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 to him or her, must have materially affected his or her settlement with the debtor. I understand that, in Section 6.3 of this Global Settlement Agreement, I am waiving and relinquishing all rights and benefits which I have or may have under Section 1542 of the California Civil Code, or the law of any other state or jurisdiction to the same or similar effect to the fullest extent that I may lawfully waive all such rights and benefits pertaining to the subject matter of this Agreement. DATED: ROBERT M. STRONG By:. ROBERT M. STRONG 2407A La Costa Avenue 65 OI 136 settlementagreement.version07a.doc State of California County of On Date personally appeared before me, ACKNOWLEDGEMENT ) ss. Name and Title of Officer (e.g., "Jane Doe, Notary Public) Name(s) of Signers) D personally known to me D proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public Description of Attached Document Title or Type of Document: GLOBAL SETTLEMENT AGREEMENT AND ESCROW INSTRUCTIONS Document Date: Number of Pages: Capacity(ies) Claimed by Signer Signer's Name: a Individual D Corporate Officer - Title(s): D Partner - D Kimited D General D Attorney-in-Fact n Trustee D Guardian or Conservator D Other: Signer is Representing:, Page 66 of 136 settlement agreement .version07a.doc I, TROY KINTO, an owner of 2407B La Costa Avenue, Carlsbad, California, hereby agree to the terms and conditions stated in this Global Settlement Agreement (consisting of Pages 1 through 41), and acknowledge the following: A. Read. I have read this Global Settlement Agreement or had it read to me. B. Understand. I understand the meaning and effect of this Global Settlement Agreement. C. Advised. I have been advised by my attorney of the meaning and effect of this Global Settlement Agreement. D. Agree. I agree to the terms of this Global Settlement Agreement. E. Acknowledge. I acknowledge that nothing on this signature page is meant to limit or change the terms of the Global Settlement Agreement. F. Waiver of Civil Code § 1542. I understand that this Global Settlement Agreement compromises and forever settles all past, present and future claims that I may have related to the Landslide and the Lawsuits. I acknowledge the release of claims stated in Section 6 of this Agreement, and that I am familiar with Section 1542 of the California Civil Code, which provides as follows: 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 to him or her, must have materially affected his or her settlement with the debtor. I understand that, in Section 6.3 of this Global Settlement Agreement, I am waiving and relinquishing all rights and benefits which I have or may have under Section 1542 of the California Civil Code, or the law of any other state or jurisdiction to the same or similar effect to the fullest extent that I may lawfully waive all such rights and benefits pertaining to the subject matter of this Agreement. DATED: TROY KINTO By:. TROY KINTO 2407B La Costa Avenue 67 OI 1«JO settlementagreement.version07a.doc State of California County of On Date personally appeared before me, ACKNOWLEDGEMENT ) ss. Name and Title of Officer (e.g., "Jane Doe, Notary Public) Name(s) of Signers) n personally known to me D proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public Description of Attached Document Title or Type of Document: GLOBAL SETTLEMENT AGREEMENT AND ESCROW INSTRUCTIONS Document Date: Number of Pages: Capacity(ies) Claimed by Signer Signer's Name: n Individual D Corporate Officer - Title(s): a Partner - D Kimited D General D Attorney-in-Fact n Trustee n Guardian or Conservator D Other: Signer is Representing:, Page 68 of 136 settlement agreement .version07a.doc I, JEFFREY WILSON, an owner of 2407B La Costa Avenue, Carlsbad, California, hereby agree to the terms and conditions stated in this Global Settlement Agreement (consisting of Pages 1 through 41), and acknowledge the following: A. Read. I have read this Global Settlement Agreement or had it read to me. B. Understand. I understand the meaning and effect of this Global Settlement Agreement. C. Advised. I have been advised by my attorney of the meaning and effect of this Global Settlement Agreement. D. Agree. I agree to the terms of this Global Settlement Agreement. E. Acknowledge. I acknowledge that nothing on this signature page is meant to limit or change the terms of the Global Settlement Agreement. F. Waiver of Civil Code § 1542. I understand that this Global Settlement Agreement compromises and forever settles all past, present and future claims that I may have related to the Landslide and the Lawsuits. I acknowledge the release of claims stated in Section 6 of this Agreement, and that I am familiar with Section 1542 of the California Civil Code, which provides as follows: 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 to him or her, must have materially affected his or her settlement with the debtor. I understand that, in Section 6.3 of this Global Settlement Agreement, I am waiving and relinquishing all rights and benefits which I have or may have under Section 1542 of the California Civil Code, or the law of any other state or jurisdiction to the same or similar effect to the fullest extent that I may lawfully waive all such rights and benefits pertaining to the subject matter of this Agreement. DATED: JEFFREY WILSON By:. JEFFREY WILSON 2407B La Costa Avenue 69 Ol 136 settlementagreement.version07a.doc State of California County of On Date personally appeared before me, ACKNOWLEDGEMENT ) ss. Name and Title of Officer (e.g., "Jane Doe, Notary Public) Name(s) of Signers) D personally known to me D proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public Description of Attached Document Title or Type of Document: GLOBAL SETTLEMENT AGREEMENT AND ESCROW INSTRUCTIONS Document Date: Number of Pages: Capacity(ies) Claimed by Signer Signer's Name: D Individual D Corporate Officer - Title(s): n Partner - D Kimited n General n Attorney-in-Fact D Trustee n Guardian or Conservator D Other: Signer is Representing:, Page 70 of 136 settlement agreement .version07a.doc I, ERIC SHIPPEN, the owner of 2407C La Costa Avenue, Carlsbad, California, hereby agree to the terms and conditions stated in this Global Settlement Agreement (consisting of Pages 1 through 41), and acknowledge the following: A. Read. I have read this Global Settlement Agreement or had it read to me. B. Understand. I understand the meaning and effect of this Global Settlement Agreement. C. Advised. I have been advised by my attorney of the meaning and effect of this Global Settlement Agreement. D. Agree. I agree to the terms of this Global Settlement Agreement. E. Acknowledge. I acknowledge that nothing on this signature page is meant to limit or change the terms of the Global Settlement Agreement. F. Waiver of Civil Code S 1542. I understand that this Global Settlement Agreement compromises and forever settles all past, present and future claims that I may have related to the Landslide and the Lawsuits. I acknowledge the release of claims stated in Section 6 of this Agreement, and that I am familiar with Section 1542 of the California Civil Code, which provides as follows: 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 to him or her, must have materially affected his or her settlement with the debtor. I understand that, in Section 6.3 of this Global Settlement Agreement, I am waiving and relinquishing all rights and benefits which I have or may have under Section 1542 of the California Civil Code, or the law of any other state or jurisdiction to the same or similar effect to the fullest extent that I may lawfully waive all such rights and benefits pertaining to the subject matter of this Agreement. DATED: ERIC SHIPPEN By:. ERIC SHIPPEN 2407C La Costa Avenue 71 OI 136 settlementagreement.verslon07a.doc State of California County of On Date personally appeared before me. ACKNOWLEDGEMENT ) ss. Name and Title of Officer (e.g., "Jane Doe, Notary Public) Name(s) of Signers) o personally known to me n proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public Description of Attached Document Title or Type of Document: GLOBAL SETTLEMENT AGREEMENT AND ESCROW INSTRUCTIONS Document Date: Number of Pages: Capacity(ies) Claimed by Signer Signer's Name: D Individual D Corporate Officer - Title(s): D Partner - n Kimited D General n Attorney-in-Fact n Trustee D Guardian or Conservator D Other: Signer is Representing:, Page 72 of 136 settlement agreement.version07a.doc We, MICHAEL A. ROBINSON and DENISE AUSTIN ROBINSON, the owners of 2407D La Costa Avenue, Carlsbad, California, hereby agree to the terms and conditions stated in this Global Settlement Agreement (consisting of Pages 1 through 41), and acknowledge the following: A. Read. I have read this Global Settlement Agreement or had it read to me. B. Understand. I understand the meaning and effect of this Global Settlement Agreement. C. Advised. I have been advised by my attorney of the meaning and effect of this Global Settlement Agreement. D. Agree. I agree to the terms of this Global Settlement Agreement. E. Acknowledge. I acknowledge that nothing on this signature page is meant to limit or change the terms of the Global Settlement Agreement. F. Waiver of Civil Code § 1542. I understand that this Global Settlement Agreement compromises and forever settles all past, present and future claims that I may have related to the Landslide and the Lawsuits. I acknowledge the release of claims stated in Section 6 of this Agreement, and that I am familiar with Section 1542 of the California Civil Code, which provides as follows: 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 to him or her, must have materially affected his or her settlement with the debtor. I understand that, in Section 6.3 of this Global Settlement Agreement, I am waiving and relinquishing all rights and benefits which I have or may have under Section 1542 of the California Civil Code, or the law of any other state or jurisdiction to the same or similar effect to the fullest extent that I may lawfully waive all such rights and benefits pertaining to the subject matter of this Agreement. DATED: MICHAEL A. ROBINSON By:. MICHAEL A. ROBINSON 2407D La Costa Avenue DATED: DENISE AUSTIN ROBINSON By: DENISE AUSTIN ROBINSON 2407D La Costa Avenue 73 Ol 136 settlementagreement.version07a.doc State of California County of On Date personally appeared before me, ACKNOWLEDGEMENT ) ss. Name and Title of Officer (e.g., "Jane Doe, Notary Public) Name(s) of Signers) n personally known to me D proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public Description of Attached Document Title or Type of Document: GLOBAL SETTLEMENT AGREEMENT AND ESCROW INSTRUCTIONS Document Date: Number of Pages: Capacity(ies) Claimed by Signer Signer's Name: n Individual D Corporate Officer - Title(s): n Partner - D Kimited n General n Attorney-in-Fact n Trustee D Guardian or Conservator D Other: Signer is Representing:, Page 74 of 136 settlement agreement.version07a.doc We, CLIFFORD WESTON BLASI and DEV1KA BLASI, the owners of 2409A La Costa Avenue, Carlsbad, California, hereby agree to the terms and conditions stated in this Global Settlement Agreement (consisting of Pages 1 through 41), and acknowledge the following: A. Read. I have read this Global Settlement Agreement or had it read to me. B. Understand. I understand the meaning and effect of this Global Settlement Agreement. C. Advised. I have been advised by my attorney of the meaning and effect of this Global Settlement Agreement. D. Agree. I agree to the terms of this Global Settlement Agreement. E. Acknowledge. I acknowledge that nothing on this signature page is meant to limit or change the terms of the Global Settlement Agreement. F. Waiver of Civil Code § 1542. I understand that this Global Settlement Agreement compromises and forever settles all past, present and future claims that I may have related to the Landslide and the Lawsuits. I acknowledge the release of claims stated in Section 6 of this Agreement, and that I am familiar with Section 1542 of the California Civil Code, which provides as follows: 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 to him or her, must have materially affected his or her settlement with the debtor. I understand that, in Section 6.3 of this Global Settlement Agreement, I am waiving and relinquishing all rights and benefits which I have or may have under Section 1542 of the California Civil Code, or the law of any other state or jurisdiction to the same or similar effect to the fullest extent that I may lawfully waive all such rights and benefits pertaining to the subject matter of this Agreement. DATED: CLIFFORD WESTON BLASI By: CLIFFORD WESTON BLASI 2409A La Costa Avenue DATED: DEVIKA BLASI By:. DEVIKA BLASI 2409A La Costa Avenue 75 OI 1«JO settlementagreement.version07a.doc ACKNOWLEDGEMENT State of California ) ) ss. County of ) On before me, Date Name and Title of Officer (e.g., "Jane Doe, Notary Public) personally appeared Name(s) of Signers) D personally known to me D proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public Description of Attached Document Title or Type of Document: GLOBAL SETTLEMENT AGREEMENT AND ESCROW INSTRUCTIONS Document Date: Number of Pages: Capacity(ies) Claimed by Signer Signer's Name: D Individual D Corporate Officer - Title(s): D Partner - a Kimited D General D Attorney-in-Fact D Trustee D Guardian or Conservator D Other: Signer is Representing:, 7t) Ol lot) settlementagreement.version07a.doc We, MICHAEL GIBBS and LARA GIBBS, the owners of 2409B La Costa Avenue, Carlsbad, California, hereby agree to the terms and conditions stated in this Global Settlement Agreement (consisting of Pages 1 through 41), and acknowledge the following: A. Read. I have read this Global Settlement Agreement or had it read to me. B. Understand. I understand the meaning and effect of this Global Settlement Agreement. C. Advised. I have been advised by my attorney of the meaning and effect of this Global Settlement Agreement. D. Agree. I agree to the terms of this Global Settlement Agreement. E. Acknowledge. I acknowledge that nothing on this signature page is meant to limit or change the terms of the Global Settlement Agreement. F. Waiver of Civil Code § 1542. I understand that this Global Settlement Agreement compromises and forever settles all past, present and future claims that I may have related to the Landslide and the Lawsuits. I acknowledge the release of claims stated in Section 6 of this Agreement, and that I am familiar with Section 1542 of the California Civil Code, which provides as follows: 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 to him or her, must have materially affected his or her settlement with the debtor. I understand that, in Section 6.3 of this Global Settlement Agreement, I am waiving and relinquishing all rights and benefits which I have or may have under Section 1542 of the California Civil Code, or the law of any other state or jurisdiction to the same or similar effect to the fullest extent that I may lawfully waive all such rights and benefits pertaining to the subject matter of this Agreement. DATED: MICHAEL GIBBS By:. MICHAEL GIBBS 2409B La Costa Avenue DATED: LARA GIBBS By:. LARA GIBBS 2409B La Costa Avenue 77 OI lOO settlementagreement.version07a.doc State of California County of On Date personally appeared before me, ACKNOWLEDGEMENT ) ss. Name and Title of Officer (e.g., "Jane Doe, Notary Public) Name(s) of Signers) D personally known to me D proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public Description of Attached Document Title or Type of Document: GLOBAL SETTLEMENT AGREEMENT AND ESCROW INSTRUCTIONS Document Date: Number of Pages: Capacity(ies) Claimed by Signer Signer's Name: D Individual a Corporate Officer - Title(s): D Partner - D Kimited n General n Attorney-in-Fact n Trustee D Guardian or Conservator D Other: Signer is Representing:, Page 78 of 136 settlement agreement.version07a.doc I, M. LAWRENCE KOPP, the owner of 2409D La Costa Avenue, Carlsbad, California, hereby agree to the terms and conditions stated in this Global Settlement Agreement (consisting of Pages 1 through 41), and acknowledge the following: A. Read. I have read this Global Settlement Agreement or had it read to me. B. Understand. I understand the meaning and effect of this Global Settlement Agreement. C. Advised. I have been advised by my attorney of the meaning and effect of this Global Settlement Agreement. D. Agree. I agree to the terms of this Global Settlement Agreement. E. Acknowledge. I acknowledge that nothing on this signature page is meant to limit or change the terms of the Global Settlement Agreement. F. Waiver of Civil Code § 1542. I understand that this Global Settlement Agreement compromises and forever settles all past, present and future claims that I may have related to the Landslide and the Lawsuits. I acknowledge the release of claims stated in Section 6 of this Agreement, and that I am familiar with Section 1542 of the California Civil Code, which provides as follows: 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 to him or her, must have materially affected his or her settlement with the debtor. I understand that, in Section 6.3 of this Global Settlement Agreement, I am waiving and relinquishing all rights and benefits which I have or may have under Section 1542 of the California Civil Code, or the law of any other state or jurisdiction to the same or similar effect to the fullest extent that I may lawfully waive all such rights and benefits pertaining to the subject matter of this Agreement. DATED: M. LAWRENCE KOPP By:. M. LAWRENCE KOPP 2409D La Costa Avenue 79 OI 1 36 settlement agreement.version07a.doc State of California County of On Date personally appeared before me, ACKNOWLEDGEMENT ) ss. Name and Title of Officer (e.g., "Jane Doe, Notary Public) Name(s) of Signer(s) D personally known to me D proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public Description of Attached Document Title or Type of Document: GLOBAL SETTLEMENT AGREEMENT AND ESCROW INSTRUCTIONS Document Date: Number of Pages: Capacity(ies) Claimed by Signer Signer's Name: D Individual a Corporate Officer - Title(s): D Partner - D Kimited n General D Attorney-in-Fact D Trustee n Guardian or Conservator D Other: Signer is Representing:, Page 80 of 136 settlement agreement .version07a.doc I, SABIHE SEYED-TAVAKOLI, the owner of 2411A La Costa Avenue, Carlsbad, California, hereby agree to the terms and conditions stated in this Global Settlement Agreement (consisting of Pages 1 through 41), and acknowledge the following: A. Read. I have read this Global Settlement Agreement or had it read to me. B. Understand. I understand the meaning and effect of this Global Settlement Agreement. C. Advised. I have been advised by my attorney of the meaning and effect of this Global Settlement Agreement. D. Agree. I agree to the terms of this Global Settlement Agreement. E. Acknowledge. I acknowledge that nothing on this signature page is meant to limit or change the terms of the Global Settlement Agreement. F. Waiver of Civil Code § 1542. I understand that this Global Settlement Agreement compromises and forever settles all past, present and future claims that I may have related to the Landslide and the Lawsuits. I acknowledge the release of claims stated in Section 6 of this Agreement, and that I am familiar with Section 1542 of the California Civil Code, which provides as follows: 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 to him or her, must have materially affected his or her settlement with the debtor. I understand that, in Section 6.3 of this Global Settlement Agreement, I am waiving and relinquishing all rights and benefits which 1 have or may have under Section 1542 of the California Civil Code, or the law of any other state or jurisdiction to the same or similar effect to the fullest extent that I may lawfully waive all such rights and benefits pertaining to the subject matter of this Agreement. DATED: SABIHE SEYED-TAVAKOLI By: SABIHE SEYED-TAVAKOLI 2411A La Costa Avenue O 1 OI 1 «jt> settlement agreement.version07a.doc State of California County of On Date personally appeared before me, ACKNOWLEDGEMENT ) ss. Name and Title of Officer (e.g., "Jane Doe, Notary Public) Name(s) of Signer(s) a personally known to me a proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public Description of Attached Document Title or Type of Document: GLOBAL SETTLEMENT AGREEMENT AND ESCROW INSTRUCTIONS Document Date:__ Number of Pages: Capacity (ies) Claimed by Signer Signer's Name: n Individual D Corporate Officer - Title(s): n Partner - n Kimited n General n Attorney-in-Fact a Trustee D Guardian or Conservator D Other: Signer is Representing:_ Page 82 of 136 settlement agreement .version07a.doc I, LINDA P. TILLOTSON, the owner of 241 IB La Costa Avenue, Carlsbad, California, hereby agree to the terms and conditions stated in this Global Settlement Agreement (consisting of Pages 1 through 41), and acknowledge the following: A. Read. I have read this Global Settlement Agreement or had it read to me. B. Understand. I understand the meaning and effect of this Global Settlement Agreement. C. Advised. I have been advised by my attorney of the meaning and effect of this Global Settlement Agreement. D. Agree. I agree to the terms of this Global Settlement Agreement. E. Acknowledge. I acknowledge that nothing on this signature page is meant to limit or change the terms of the Global Settlement Agreement. F. Waiver of Civil Code § 1542. I understand that this Global Settlement Agreement compromises and forever settles all past, present and future claims that I may have related to the Landslide and the Lawsuits. I acknowledge the release of claims stated in Section 6 of this Agreement, and that I am familiar with Section 1542 of the California Civil Code, which provides as follows: 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 to him or her, must have materially affected his or her settlement with the debtor. I understand that, in Section 6.3 of this Global Settlement Agreement, I am waiving and relinquishing all rights and benefits which I have or may have under Section 1542 of the California Civil Code, or the law of any other state or jurisdiction to the same or similar effect to the fullest extent that I may lawfully waive all such rights and benefits pertaining to the subject matter of this Agreement. DATED: LINDA P. TILLOTSON By:. LINDA P. TILLOTSON 241 IB La Costa Avenue OO Ol loO settlementagreeraent.verslon07a.doc ACKNOWLEDGEMENT State of California ) ) ss. County of ) On before me, Date Name and Title of Officer (e.g., "Jane Doe, Notary Public) personally appeared Name(s) of Signers) D personally known to me D proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public Description of Attached Document Title or Type of Document: GLOBAL SETTLEMENT AGREEMENT AND ESCROW INSTRUCTIONS Document Date: Number of Pages: Capacity(ies) Claimed by Signer Signer's Name: D Individual D Corporate Officer - Title(s): o Partner - a Kimited a General D Attorney-in-Fact a Trustee D Guardian or Conservator D Other: Signer is Representing:, 84 OI loO settlemenlagreement.verslon07a.doc I, RYAN H. MOURITZEN, an owner of 24ISA La Costa Avenue, Carlsbad, California, hereby agree to the terms and conditions stated in this Global Settlement Agreement (consisting of Pages 1 through 41), and acknowledge the following: A. Read. I have read this Global Settlement Agreement or had it read to me. B. Understand. I understand the meaning and effect of this Global Settlement Agreement. C. Advised. I have been advised by my attorney of the meaning and effect of this Global Settlement Agreement. D. Agree. I agree to the terms of this Global Settlement Agreement. E. Acknowledge. I acknowledge that nothing on this signature page is meant to limit or change the terms of the Global Settlement Agreement. F. Waiver of Civil Code § 1542. I understand that this Global Settlement Agreement compromises and forever settles all past, present and future claims that I may have related to the Landslide and the Lawsuits. I acknowledge the release of claims stated in Section 6 of this Agreement, and that I am familiar with Section 1542 of the California Civil Code, which provides as follows: 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 to him or her, must have materially affected his or her settlement with the debtor. I understand that, in Section 6.3 of this Global Settlement Agreement, I am waiving and relinquishing all rights and benefits which I have or may have under Section 1542 of the California Civil Code, or the law of any other state or jurisdiction to the same or similar effect to the fullest extent that I may lawfully waive all such rights and benefits pertaining to the subject matter of this Agreement. DATED: RYAN H. MOURITZEN By: RYAN H. MOURITZEN 24ISA La Costa Avenue OO OI 1OO settlement agreement.version07a.doc State of California County of On Date personally appeared before me, ACKNOWLEDGEMENT ) ss. Name and Title of Officer (e.g., "Jane Doe, Notary Public) Name(s) of Signers) D personally known to me D proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public Description of Attached Document Title or Type of Document: GLOBAL SETTLEMENT AGREEMENT AND ESCROW INSTRUCTIONS Document Date: Number of Pages: Capacity(ies) Claimed by Signer Signer's Name: n Individual D Corporate Officer - Title(s): D Partner - D Kimited n General n Attorney-in-Fact D Trustee D Guardian or Conservator n Other: Signer is Representing:, Page 86 of 136 settlement agreement.version07a.doc I, STEPHEN A. NEVILLE, an owner of 2413A La Costa Avenue, Carlsbad, California, hereby agree to the terms and conditions stated in this Global Settlement Agreement (consisting of Pages 1 through 41), and acknowledge the following: A. Read. I have read this Global Settlement Agreement or had it read to me. B. Understand. I understand the meaning and effect of this Global Settlement Agreement. C. Advised. I have been advised by my attorney of the meaning and effect of this Global Settlement Agreement. D. Agree. I agree to the terms of this Global Settlement Agreement. E. Acknowledge. I acknowledge that nothing on this signature page is meant to limit or change the terms of the Global Settlement Agreement. F. Waiver of Civil Code § 1542. I understand that this Global Settlement Agreement compromises and forever settles all past, present and future claims that I may have related to the Landslide and the Lawsuits. I acknowledge the release of claims stated in Section 6 of this Agreement, and that I am familiar with Section 1542 of the California Civil Code, which provides as follows: 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 to him or her, must have materially affected his or her settlement with the debtor. I understand that, in Section 6.3 of this Global Settlement Agreement, I am waiving and relinquishing all rights and benefits which I have or may have under Section 1542 of the California Civil Code, or the law of any other state or jurisdiction to the same or similar effect to the fullest extent that I may lawfully waive all such rights and benefits pertaining to the subject matter of this Agreement. DATED: STEPHEN A. NEVILLE By:. STEPHEN A. NEVILLE 2413A La Costa Avenue O / OI 1 OO settlement agreement.version07a.doc State of California County of On Date personally appeared before me, ACKNOWLEDGEMENT ) ss. Name and Title of Officer (e.g., "Jane Doe, Notary Public) Name(s) of Signers) a personally known to me n proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public Description of Attached Document Title or Type of Document: GLOBAL SETTLEMENT AGREEMENT AND ESCROW INSTRUCTIONS Document Date: Number of Pages: Capacity(ies) Claimed by Signer Signer's Name: D Individual D Corporate Officer - Title(s): a Partner - a Kimited D General D Attorney-in-Fact D Trustee D Guardian or Conservator D Other: Signer is Representing:, Page 88 of 136 settlement agreement.version07a.doc I, ROBERT C. DIPLOCK, the owner of 2413B La Costa Avenue, Carlsbad, California, hereby agree to the terms and conditions stated in this Global Settlement Agreement (consisting of Pages 1 through 41), and acknowledge the following: A. Read. I have read this Global Settlement Agreement or had it read to me. B. Understand. I understand the meaning and effect of this Global Settlement Agreement. C. Advised. I have been advised by my attorney of the meaning and effect of this Global Settlement Agreement. D. Agree. I agree to the terms of this Global Settlement Agreement. E. Acknowledge. I acknowledge that nothing on this signature page is meant to limit or change the terms of the Global Settlement Agreement. F. Waiver of Civil Code § 1542. I understand that this Global Settlement Agreement compromises and forever settles all past, present and future claims that I may have related to the Landslide and the Lawsuits. I acknowledge the release of claims stated in Section 6 of this Agreement, and that I am familiar with Section 1542 of the California Civil Code, which provides as follows: 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 to him or her, must have materially affected his or her settlement with the debtor. I understand that, in Section 6.3 of this Global Settlement Agreement, I am waiving and relinquishing all rights and benefits which I have or may have under Section 1542 of the California Civil Code, or the law of any other state or jurisdiction to the same or similar effect to the fullest extent that I may lawfully waive all such rights and benefits pertaining to the subject matter of this Agreement. DATED: ROBERT C. DIPLOCK By:. ROBERT C. DIPLOCK 2413B La Costa Avenue 89 OI 1 OD settlement agreement.version07a.doc State of California County of On Date personally appeared before me, ACKNOWLEDGEMENT ) ss. Name and Title of Officer (e.g., "Jane Doe, Notary Public) Name(s) of Signers) n personally known to me o proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public Description of Attached Document Title or Type of Document: GLOBAL SETTLEMENT AGREEMENT AND ESCROW INSTRUCTIONS Document Date: Number of Pages: Capacity(ies) Claimed by Signer Signer's Name: o Individual D Corporate Officer - Title(s): D Partner - a Kimited D General D Attorney-in-Fact D Trustee n Guardian or Conservator n Other: Signer is Representing:_ Page 90 of 136 settlement agreement .version07a.doc I, KATHRYN M. BANNISTER, an owner of 2413C La Costa Avenue, Carlsbad, California, hereby agree to the terms and conditions stated in this Global Settlement Agreement (consisting of Pages 1 through 41), and acknowledge the following: A. Read. I have read this Global Settlement Agreement or had it read to me. B. Understand. I understand the meaning and effect of this Global Settlement Agreement. C. Advised. I have been advised by my attorney of the meaning and effect of this Global Settlement Agreement. D. Agree. I agree to the terms of this Global Settlement Agreement. E. Acknowledge. I acknowledge that nothing on this signature page is meant to limit or change the terms of the Global Settlement Agreement. F. Waiver of Civil Code § 1542. I understand that this Global Settlement Agreement compromises and forever settles all past, present and future claims that I may have related to the Landslide and the Lawsuits. I acknowledge the release of claims stated in Section 6 of this Agreement, and that I am familiar with Section 1542 of the California Civil Code, which provides as follows: 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 to him or her, must have materially affected his or her settlement with the debtor. I understand that, in Section 6.3 of this Global Settlement Agreement, I am waiving and relinquishing all rights and benefits which I have or may have under Section 1542 of the California Civil Code, or the law of any other state or jurisdiction to the same or similar effect to the fullest extent that I may lawfully waive all such rights and benefits pertaining to the subject matter of this Agreement. DATED: KATHRYN M. BANNISTER KATHRYN M. BANNISTER 2413C La Costa Avenue 9 1 OI 1 ofc) settlement agreement.version07a.doc State of California County of On Date personally appeared before me, ACKNOWLEDGEMENT ) ss. Name and Title of Officer (e.g., "Jane Doe, Notary Public) Name(s) of Signers) D personally known to me n proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public Description of Attached Document Title or Type of Document: GLOBAL SETTLEMENT AGREEMENT AND ESCROW INSTRUCTIONS Document Date: Number of Pages: Capacity(ies) Claimed by Signer Signer's Name: a Individual n Corporate Officer - Title(s): a Partner - n Kimited n General a Attorney-in-Fact n Trustee a Guardian or Conservator n Other: Signer is Representing:^ Page 92 of 136 settlement agreement .version07a.doc