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Home My WebLink About09-0603 Calgon Carbon o9-obo3 SETTLEMENT AGREEMENT AND RELEASE THIS SETTLEMENT AGREEMENT AND RELEASE (hereinafter "Settlement Agreement and Release" or"Agreement") is made by and between Calgon Carbon Corporation, a Delaware corporation, ("Calgon") and the City of Elgin, Illinois, a municipal corporation June ("Elgin"),this 3rd day of May, 2009. WHEREAS,Calgon provided material and performed work for Elgin at Elgin's Riverside water treatment facility pursuant to a contract between the parties dated October 8, 2008 (hereinafter"Contract"); and WHEREAS,Calgon performed some of the work under the contract; and WHEREAS, Elgin directed Calgon to stop all work after cracks were discovered in an underdrain tile or tiles; and WHEREAS, a dispute arose regarding the cause of the cracks and appropriate remedial measures(the"Dispute"); and WHEREAS, pursuant to the Contract, certain unused carbon (hereinafter "Carbon") is currently located at Elgin's aforementioned water treatment facility; and WHEREAS, to avoid uncertainty and the expense associated with litigation, the parties desire to terminate all aspects of the Dispute, and other potential claims between the parties. NOW, THEREFORE, in consideration of the mutual promises contained herein, the sufficiency of which mutual consideration is hereby acknowledged, and intending to be legally bound hereby,the parties hereto hereby agree as follows: 1. The above recitals are incorporated into and made a part of this Agreement as if fully set forth herein. 2. Within ten (10) days of the effective date of this Settlement Agreement and Release, Elgin will deliver to Calgon a check made payable to the"Calgon Carbon Corporation" in the amount of fifty-one thousand nine hundred and nineteen dollars ($51,919). 3. In exchange for the above described payment, Calgon hereby transfers title and ownership of,and will allow Elgin to take for its own use,the Carbon. 4. Calgon hereby generally releases and discharges Elgin, its affiliated entities, boards and commissions, divisions and assigns, together with each and every of its present, past and future officers, directors, employees and agents and the heirs and executors of same from any and all suits, causes of action, complaints, obligations, demands, or claims of any kind, whether in law or in equity, direct or indirect, known or unknown, unsuspected or suspected P (hereinafter"Claims"), which Calgon ever had, now has, or may have against Elgin arising out of or relating to any matter, thing or event occurring up to and including the date of this Settlement Agreement. This release specifically includes,but is not limited to any and all claims in contract, tort, or under any statute; any and all claims for attorneys' fees and costs; and any and all other claims for damages, including liquidated damages, compensatory and punitive damages. 5. Elgin hereby generally releases and discharges Calgon, and its predecessors, successors (by merger or otherwise), parents, subsidiaries, affiliated entities, divisions and assigns, together with each and every of its present, past and future officers, directors, shareholders, general partners, limited partners, employees and agents and the heirs and executors of same from any and all suits, causes of action, complaints, obligations, demands, or claims of any kind, whether in law or in equity, direct or indirect, known or unknown, suspected or unsuspected(hereinafter"Claims"), which Elgin had, now has, or may have against Calgon or - 2 - any one of them arising out of or relating to any matter, thing or event occurring up to and including the date of this Settlement Agreement. This release specifically includes, but is not limited to any and all claims in contract, tort, or under any statute; any and all claims for attorneys' fees and costs; and any and all other claims for damages, including compensatory, liquidated, and punitive damages. 6. The entry of this Settlement Agreement and Release does not constitute an admission by the parties to this Agreement of the merit or lack of merit of any claims that could have been brought or defenses that were,or could have been, raised by any party. 7. The parties agree to bear their own attorneys' fees, expert witness fees, and costs incurred in this Dispute. 8. The persons executing this Settlement Agreement and Release hereby represent and warrant that they have carefully read this Agreement, and they have the full right, power, and authority to sign this Agreement. 9. The parties represent and warrant that they have not assigned any part of any of the claims subject to this Settlement Agreement and Release, and no party that is not bound by this Agreement owns any interest in such claims. 10. This Settlement Agreement and Release supersedes any and all prior agreements, understandings and negotiations relating to the subject matter hereof and constitutes the entire agreement of the parties relating to such subject matter. No promise, understanding, representation, inducement,condition or warranty not set forth herein has been made or relied on by any party hereto. _ 3 - 11. Neither this Settlement Agreement and Release nor any term hereof may be orally changed, waived, discharged or terminated. The Settlement Agreement and Release may be amended only by written agreement between the parties hereto. 12. If any term or provision of this Settlement Agreement and Release shall be held to be invalid or unenforceable for any reason,then such term or provision shall be ineffective to the extent of such invalidity or unenforceability without invalidating the remaining terms or provisions hereof, and such term or provision shall be deemed modified to the extent necessary to make it enforceable. 13. All remedies at law and equity shall be available for the enforcement of this Settlement Agreement and Release. 14. This Settlement Agreement and Release has resulted from negotiation by the parties represented by counsel, and in the event of ambiguity or otherwise, it shall not be construed against or in favor of any party on the grounds that counsel for such party was the draftsman of Settlement Agreement and Release or any particular part of it. The parties represent that the terms of this Settlement Agreement and Release have been completely read by them,and that those terms are fully understood and voluntarily accepted by them. 15. This Settlement Agreement and Release shall be governed by the laws of the State of Illinois,without regard to the conflict of law principles of any jurisdiction. 16. This Settlement Agreement and Release may be executed either by a manual signature or a facsimile version of a manual signature in any number of counterparts, each such counterpart being considered an original, and when taken together all counterparts shall be deemed one document, and shall be deemed effective as of the date indicated. -4- IN WITNESS WHEREOF, Calgon Carbon Corporation and City of Elgin, expressly intending to be legally bound hereby,and acknowledging that they have consulted with and have received the advice of counsel with respect hereto, and having given full and careful consideration to all respects hereof,have executed this Agreement as ofMar 0 5 , 2009. CALGO CARBON CORPORATION By: p,&4A. ' 9keztV _.. a Witness: Sworn to and subscribed before me this t~ day of Z U A 4pj , 2009. Notary Public COMMONWEALTH OF PENNS'YLVANIA (SEAL) *tuba sea Den E.VVinterhattar,Notary PubUc Robinson Twp.,Allegheny County My Commission Expires Aug.30,2011 Member Peernsylvanla Association of Notaries CITY By: .�..._ Title: J' Attest: City Clerk F.legal Dcpt\Agreemcnt\Calgon Carbon-cican-S-I4-09 doc - 5 - � . 'ti City of Elgin e 'v Ma or 7- Y 0N"'1 ^. Ed Schock A°R�reu10'v Council Members Richard G. Dunne VIA FEDERAL EXPRESS Robert Gilliam David J. Kaptain John H. Prigge F. John Steffen Mike Warren City Manager June 4, 2009 Olufemi Folarin Mr. John C. Hansberry Pepper Hamilton LLP Attorneys at Law 50th Floor One Mellon Bank Center 500 Grant Street Pittsburgh, PA 15219-2502 Re: Settlement Agreement and Release between the City of Elgin and Calgon Carbon Corporation Dear Mr. Hansberry: Enclosed please find City of Elgin's check payable to Calgon Carbon Corporation in the amount of $51,919 pursuant to the Settlement Agreement and Release dated June 3, 2009. Very truly yours, /4/7 Michael R. Gehrman Assistant Corporation Counsel MRG/bf Enclosure cc/Kyla Jacobsen Diane Robertson(w/Settlement Agreement and Release) 150 Dexter Court • Elgin, IL 60120-5555 • Phone 847/931-6100 • Fax 847/931-5610 • TDD 847/931-5616 www.cityofelgin.org